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Terms & Conditions

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE. Welcome to our website. By accessing and using this aggregator platform, you agree to comply with and be bound by the following terms and conditions, along with our privacy policy and website disclaimer. These terms govern the relationship between www.ibapartner.com and you in connection with your use of this website. Your use of this website indicates your acceptance of these terms and conditions. Throughout these terms, the terms “Us,” “Our,” and “We” refer to www.ibapartner.com, and “You” and “Your” refer to you, the client, visitor, website user, or person utilizing our website.

IBA Aggregator/Supplier (ICT Supply Agreement)

1. DICTIONARY:

Specified words and expressions for the purposes of this Agreement comprise:

accuracy” in relation to any representation or warranty made, any information or fact disclosed, reply to any inquiry or requisition, or to any original or duplicate copy of any document delivered, by or on behalf of any person to any other person, means that that representation, warranty, information, fact or document:

  1. is true, accurate, complete and up-to-date in all respects; and
  2. is not rendered untrue, inaccurate, incorrect, incomplete, out-of-date, false, misleading or deceptive or likely to mislead or deceive in any respect by any other representation, warranty, information, fact or document;

advance” in relation to any credit, includes the making or extension of that credit at any time and in any manner or by any means;

agreement” includes any present or future agreement, contract, deed, security interest, guarantee or other legally enforceable arrangement, whether in writing or otherwise;

assessment” includes assessment, investigation, appraisal, estimate, valuation, decision, determination, calculation, review, inquiry or report;

associate entity” in relation to any person, means any company, trust or other person in or in relation to which that person, or a related entity of that person:

  1. is a member, shareholder or director;
  2. holds any marketable securities; or
  3. in practice or effect controls the business activities of that company or other body corporate, trust, other person or entity,

excluding any holding of marketable securities, not exceeding in total 5% of that class of marketable securities in, or any directorship of, a company which is admitted to the official list of ASX Limited;

authorised officer” in relation to any company for the purposes of any agreement at any time, means any director, secretary or person notified in that capacity by that company in or under any provision of that agreement to any party to that agreement, without withdrawal or cancellation of that notification as at that time;

borrowing” in relation to any credit, includes the borrowing of or raising moneys or incurring financial liability under or in relation to that credit in any manner or by any means;

business capacity” in relation to any performance of any business activity by any person, means the performance of that business activity by that person, whether directly or indirectly, or through any interposed entity or person:

  1. as a principal or on its own account;
  2. in partnership, joint venture or association with any other person;
  3. as an agent for any other person;
  4. as a secured party or holder of any guarantee in relation to, or person making any credit advance to, any other person;
  5. as a trustee of or beneficiary or unitholder under any trust; or
  6. as a director or other agent or shareholder in any company;

business day” means any day on which trading banks generally are open for business in the place of receipt of any written notice, payment of any moneys or performance of any liability by any party contemplated or required under any agreement, excluding a Saturday, Sunday or public holiday in that place;

claim” includes any claim, demand, request, requisition, notice, direction or allegation;

client” includes customer, signed client, any agents including but not limited to sales agents, outsourcing sales agents, franchises and/or any type of agents/subscribers that will be introduced in the future, contact, buyer or purchaser, or any employee or agent of any client within any previous meaning;

company” includes Immigration Business Alliance, trading as IBA Partner (Flagship Company/Parent Company-Best Migration Services Global Pty Ltd), and its associates and/or nominees (also collectively referred to as the ‘Company’), its related body corporate, corporation, trust, partnership, joint venture, or any other incorporated or unincorporated body, association, society, organisation or entity;

confidential information” in relation to any person, means information which at any time is in the knowledge, possession or control of that person, or any related entity, associate entity, employee or agent of that person, relating to the business, assets, operations or affairs of that person, or any related entity or associate entity of that person, which is confidential by its nature or which is or has been marked or otherwise specified by any means as being confidential, including information relating to:

  1. corporate or business development and expansion plan or strategy;
  2. corporate or business structure;
  3. financial, taxation and accounting matters;
  4. any relationship or arrangement with any agent;
  5. inventions, discoveries, trade secrets, knowhow, technology, techniques, processes, systems, information, data, formulae, ideas or concepts, whether or not reduced to material form, drawings, specifications, designs, plans, diagrams, models, and scientific, technical and product information;
  6. source and object codes;
  7. business, financial and marketing plans, forecasts and projections;
  8. customer information, customer lists and customer information proprietary to customers;
  9. agreements and arrangements with third parties, whether legally enforceable or otherwise; and
  10. computer software and set-up, configuration and data files of computer software;

“commencement date” means the date of acceptance of the Terms & Condition by the customer and/or client.

consent” includes any consent, approval, permit, licence, authorisation, resolution, release, registration, filing, lodgement, notification or expiry of any period without any relevant objection, prohibition or restriction, by any person necessary or desirable:

  1. for the execution, performance, validity, enforceability, priority effectiveness or transfer; or
  2. to prevent default, invalidation or a prejudicial effect,

of, under or in relation to any present of future agreement, document, action, activity or asset;

contractual consent” means any consent, notice, certificate or transfer from or by any lessor, licensor, bank, financial institution, insurer, secured party or other contracting party;

control” in relation to any person, includes the legal or practical ability of any other person to control the outcome of any decision of that person or entity, whether alone or in combination with others, direct or indirect, whether under any legally enforceable arrangement or otherwise, and whether or not control is subject to any condition or restraint;

corporate consent” means any corporate or other consent of, from or by any company, or its directors or shareholders, including any resolution or minutes or extracts from minutes, of any meeting, written resolution or power of attorney;

cost” includes any cost, charge, expense, disbursement, fee, commission, outgoing, premium, tax, levy, fine, penalty or loss incurred at any time, whether directly or indirectly;

credit” includes any present or future loan, advance, credit facility or other financial accommodation;

customer” includes customer, client, contact, buyer or purchaser, or any employee or agent of any customer within any previous meaning;

debt arrangement” in relation to any person, means any compromise, composition, moratorium, scheme of arrangement or reconstruction, suspension of any payment or right, restriction on any right or enforcement of any right, property transfer for the benefit of creditors, management, administration, voluntary administration, company arrangement or deed of company arrangement agreed or effected by or in connection with that person, or any creditor, asset, debt or other liability of that person;

decision” includes any decision, vote, resolution, determination, discretion, opinion, assessment, appraisal, computation, calculation, valuation, certificate, certification or notice;

default” includes:

  1. any default, breach, non-performance, non-compliance with or repudiation;
  2. any fraud, breach of duty, or other prejudicial action, neglect, delay or omission; or
  3. the occurrence of any fact which in itself, or which with the giving of notice, expiry of time or fulfilment of any condition, whether or not within the control of any person, would constitute any default within any previous meaning, or create any acceleration of liability, termination, cancellation, prepayment or similar event;

disclosure” in relation to any document or information by any person to any other person, means delivery of that document or disclosure of that information by or on behalf of that person, or any employee or authorised agent of that person, to that other person, or any employee or authorised agent of that other person;

dollar” or “$” means the lawful currency of the relevant country(s) at any time;

entity” includes any company, trust, fund, partnership, society, association or other incorporated or unincorporated body or trustee of any trust in that capacity for the beneficiaries of the trust;

equipment” includes fixtures, fittings, furniture, plant, machinery, appliances, equipment, telecommunications equipment, computer or electronic hardware, software, tape or disk, cabling, printing plate, motor vehicles, and any spare parts and accessories for any equipment within any previous meaning, whether fixed, moveable or detachable;

execution” includes delivery;

fact” includes any fact, matter, thing, event, circumstance, cause, consequence, action or omission, and the occurrence or existence of, or any change in, any fact within any previous meaning;

financial liability” means any liability in relation to:

  1. moneys borrowed or raised;
  2. any financial accommodation of any nature or description;

force majeure event” in relation to any person, means any fact beyond the reasonable control of that person which prevents, hinders or delays that person from or in the performance of any liability of that person under any agreement, including:

  1. any act of God, peril of the sea or unavoidable accident of navigation;
  2. war or hostilities, whether declared or undeclared, terrorist action, sabotage, riot, insurrection, civil commotion, malicious damage or national, federal, state, district or local emergency, whether factual or legal;
  3. fire, flood, storm, cyclone, lightning strike, earthquake or landslide;
  4. explosion, epidemic, quarantine, radiation or radioactive contamination;
  5. failure, breakdown or shortage of any power, water, communications or other supplies or services from any public utility or supply of fuel, labour or material; and
  6. any governmental requisition or illegality due to change of law,

but excluding any fact resulting from any action, or omission, of default of that person, or any employee or agent of that person;

“governmental agency” means any governmental, semi-governmental, administrative, fiscal, municipal, local, judicial or regulatory agency, department, instrumentality, body, utility, authority, commission, court or tribunal;

governmental consent” means any consent from, by or with any governmental agency;

governmental requisition” means any consent, requirement, claim, notice, requisition, order, direction, action, appropriation, restraint, restriction, prohibition, intervention or law of, required by or from, or made, imposed or issued by any governmental agency at any time;

GST” means any tax under any GST law as defined in section 195-1 of A New Tax System (Goods and Services Tax) Act 1999;

guarantee” includes any present or future guarantee, indemnity, letter of credit, suretyship arrangement, irrevocable offer, put option or similar liability;

inquiry” includes inquiry, requisition, inspection, investigation, review or audit;

insolvency event” in relation to any person, means the fact of that person:

  1. being, or stating that that person is, an insolvent under administration or insolvent, within the meaning of the Corporations Act 2001;
  2. being in liquidation;
  3. having any asset in the possession or control of any secured party resulting from any default by that person;
  4. being taken to have failed to comply with any statutory demand, within the meaning of section 459F(1) of the Corporations Act 2001;
  5. being subject to or affected by any fact specified in section 459C(2) or section 585 of the Corporations Act 2001;
  6. being, or stating that that person is, unable to pay all the debts of that person as and when they become due and payable; or
  7. being subject to or affected by any fact factually similar to or analogous with any previous item under the law of any country or jurisdiction;

intellectual property” in relation to any person, means any intellectual, industrial or commercial property, right or interest of that person, whether within or outside Australian, including:

  1. any patent, trade mark, service mark or design;
  2. any copyright, including any future copyright or analogous or similar right;
  3. any utility model, eligible layout right or plant variety right;
  4. any business, trade or commercial name or designation, brand name, domain name, logo, symbol, source indication or origin appellation;
  5. any confidential information;
  6. any other industrial, commercial, agricultural or extractive right derived from intellectual knowledge or activity of any industrial, scientific, literary or artistic nature or description, whether relating to any manufactured or natural product or otherwise, including any works or subject-matter other than works;
  7. any division or extension of, or analogous right to, any previous item;
  8. any legal action relating to any previous item;
  9. any exclusive or non-exclusive licence, licence agreement or other right to use or grant the user of, or to become the registered proprietor or user of, any previous item;
  10. any application for registration, right to apply for or maintain any registration or other right arising under any legal action in relation to any previous item; and
  11. any document of title, letters patent, deed of grant or other document or agreement relating to any previous item,

whether registered or unregistered or recorded or unrecorded, stored or incorporated in any medium of any nature or description;

“interpretational rules”:

Rules of interpretation apply to this Agreement as specified in this provision, unless the context otherwise requires:

  1. (headings): headings and subheadings are for convenience only and do not affect interpretation;
  2. (plurality): words denoting the singular number include the plural, and the converse also applies;
  3. (gender): words denoting any gender include all genders;
  4. (variants): a defined word or expression has corresponding effect in relation to its other grammatical forms;
  5. (parties): any reference to a party to any agreement or document includes its executors, administrators, legal personal representatives, successors and permitted assigns and substitutes by way of assignment or novation;
  6. (amendments): any reference to any agreement or document includes that agreement or document as amended, ratified, supplemented, novated or replaced at any time;
  7. (provisions): any reference to a provision, comprising a clause, schedule, annexure, exhibit or attachment, is a reference to a provision of this Agreement, including each clause, subclause, paragraph and subparagraph of that provision, and any reference to this Agreement includes all provisions of this Agreement;
  8. (legislation): any reference to any legislation includes a reference to that legislation as amended, reenacted, consolidated or replaced at any time;
  9. (inclusions): the words “include”, “including”, “for example”, and similar expressions are used without limitation;
  10. (components): any reference to any whole or collective item includes any part of that item;
  11. (time): the expression “at any time” includes reference to past, present and future time and the performance of any action from time to time and any liability at all times during any specified period; and
  12. (liability): any liability, representation or warranty undertaken by, or right conferred on, 2 or more persons binds or benefits all of those persons jointly and each of them severally.

invalidity” includes invalidity, nullity, voidability, avoidance, setting aside, unenforceability, illegality, recoverability, suspension or failure, whether total or partial, or liability to invalidity or invalidation within any previous meaning;

inventory” includes any stock, stock-in-trade, work-in-progress, finished product, spare parts, raw or worked materials, whether before or after any other work or fabrication, component parts, stock or materials in transit, undelivered stock or materials, and indirect materials used generally in any manufacturing, fabrication or construction and not forming part of any finished product, owned, held, manufactured, fabricated, constructed, purchased or ordered by any person for the purpose of or in relation to any business activity performed by the person;

judicial order” means any judgement, order, decree, declaration, ruling, award or determination of any court or tribunal of competent jurisdiction, arbitrator, mediator or expert binding on any person or assets of that person;

law” means any legislation, rule of the general law, including common law, equity and bankruptcy, judicial order or consent or requisition from, by or with any governmental agency;

legal action” means any claim, legal action, application, proceeding, suit, dispute or litigation initiated in or by any governmental agency, arbitration, mediation or dispute resolution process, whether actual, current, anticipated, threatened or potential;

legislation” including as applicable any reference to the specific name of any legislation, means:

  1. any statute, enactment, ordinance, code or other legislation;
  2.  any order, regulation, rule, by-law, proclamation, or statutory instrument made or issued under that legislation;
  3. any section or provision of that legislation within any previous meaning; and
  4. any amendment, modification, consolidation, re-enactment or replacement of, or substitution for, any legislation within any previous meaning at any time;

liability” includes any liability, debt, indebtedness, damages, compensation, duty or obligation, whether statutory, legal or equitable, present of future, actual, contingent or prospective, primary, secondary or vicarious, and whether alone, severally, jointly or jointly and severally;

liquidation” includes receivership, debt arrangement, merger, amalgamation, reconstruction, winding up, dissolution, bankruptcy, death or administration under any law relating to individual health or welfare;

loss” includes any loss, cost, liability, damage, destruction, injury or accident, whether direct or indirect, actual or potential;

marketable security” means:

  1. any debenture, stock, share, option, bond or promissory note created or issued by any company or governmental agency;
  2. any interest in a managed investment scheme as defined in the Corporations Act 2001, including any interest in a unit trust;
  3. any interest or share in a partnership or joint venture; or
  4. any right or option in relation to any marketable security within any previous meaning,

but excludes any cheque, payment order and bill of exchange, other than a promissory note;

materials” includes any report, correspondence, form, list, article, document, artwork, film, design or training, promotional or marketing material, aid or tool;

month” means calendar month;

person” includes any natural person, company, trust, entity or governmental agency;

property” includes any money, goods, thing in action, right, land, business undertaking, intangible asset, intellectual property and any other real or personal property of any nature or description, whether present or future, tangible or intangible, vested or contingent and any legal, equitable or statutory right, title, estate, interest, income, revenue or benefit in, under or derived from or incidental to that property;

public utility” includes any supplier of communications, telecommunications, drainage, electricity, gas, sewerage, water, transportation, or any similar supplies or services, whether or not that supplier is a governmental agency;

purchaser” includes any purchaser, transferee, lessee or secured party;

related entity” includes a company, body corporate, trust or person and in relation to:

  1. a company or body corporate, means a related body corporate within the meaning of Division 6 of Part 1.2 of the Corporations Act 2001;
  2. .a trust, means a trust that would be a related body corporate within that meaning assuming that the trust were a body corporate and that a subsidiary meant a subsidiary for the purposes of that meaning; and
  3. any person, means any other person having control over that person, or other person under the control of that person;

report” includes report, review, audit, assessment, advice, opinion, inquiry, inspection, investigation, valuation or survey;

right” includes any right, equity, interest, entitlement, benefit, option, power or remedy;

secured party” means any person holding or entitled to any security interest, or any right under any security interest;

security interest” means any security interest in connection with any asset which in substance, whether or not in form, is a security for the payment or performance of any liability, including:

  1. any security interest within the meaning of, and as defined in, the Personal Property Securities Act 2009;
  2. any mortgage, charge, pledge, lien, trust or power created or conferred in relation to any asset;
  3. any title retention interest or other legal or equitable proprietary title or interest retained or reserved in any asset, including any credit or conditional sale agreement, hire purchase agreement, finance lease or bailment; or
  4. any other right conferred on, or agreement with, any creditor to be paid in priority or preference to other creditors by recourse to any asset or its proceeds;

subsidiary” in relation to:

  1. a body corporate, means a subsidiary within the meaning of Division 6 of Part 1.2 of the Corporations Act 2001;
  2. a trust, means a trust that would be a subsidiary within that meaning if it were a company equating for this purpose:
    1. shares with the beneficial interests or units held in the trust; and
    2. the board of directors with the trustee; and
  3. a body corporate or sub trust owned or held as an asset of a trust, means a subsidiary within any previous meaning which would be applicable if the trust were a body corporate;

supplier” in relation to the delivery of any goods or provision or performance of any services, means any supplier, manufacturer, wholesaler, retailer, distributor, repairer or any other person performing any business activity connected with that delivery, provision or performance.

tax” includes any tax, duty, charge or rate imposed or assessed under any legislation or by any governmental agency, together with any associated interest, penalty, fine, fee or other charge;

termination” in relation to any right, consent, agreement or document, includes any termination, rescission, cancellation, discharge, determination, release, avoidance, setting aside, invalidity, invalidation, surrender, repudiation, disclaimer, abandonment, forfeiture, loss, writing off, redemption, forgoing, expiry, extinguishment, repeal, discontinuance, revocation or withholding of that right, consent, agreement or document, or any acceptance of any termination within any previous meaning;

termination date” means the later of:

  1. the Initial Termination Date; and
  2. any subsequent date of termination of this Agreement as extended under clause 2.4 (Supply Period Extension);

transfer” in relation to any asset, includes any conveyance, transfer, assignment, assurance, factoring, discounting, bailment, delivery of possession, payment, sale, purchase, vesting, realisation, exchange or disposal of, or dealing with, that asset;

validity” in relation to any agreement, document, right or consent, includes the validity, subsistence, enforceability, legality, recoverability, propriety, regularity and maintenance in full force and effect of that agreement, document, right or consent;

waiver” includes waiver, indulgence, forbearance or extension of time; and

warranty period” means the period of 90 days commencing on the date of this Terms & Conditions and:

writing” means any method or means of communication or reproduction of words in a tangible and permanently visible form, including facsimile transmission.

 

RECITALS:

The Company is engaged in the business of providing ICT software solutions, including but not limited to:

  • A platform designed for the preparation and submission of visa applications for various countries,
  • A platform for servicing visa applicants across different countries, as well as offering related support services.

The Client and/or customer wishes to receive supplies of the deliverables and associated support services from the Company upon and subject to the provisions of this Terms & Conditions.

 

2. SERVICES SUPPLY

2.1 Acceptance

By clicking on the “I ACCEPT” button, you are consenting to be bound by these Terms and Conditions. Please ensure that you read and understand all these terms and conditions before you use this site, its payment gateway, its services and/or services of its associates, the third-party service providers and/or its agents related to the Company. Your acceptance to these terms and conditions shall operate as a binding agreement between you and the company in respect of the use of any services of the company, its service providers, its agents and/or its associates, provided now and/or in the future. 

2.2 Contractual Relationship

  1. (Independent contractor): The Supplier acts in the capacity of an independent contractor, as between the Supplier and the Recipient, in the performance of the Supply Services or any liability under this Agreement.
  2. (Exclusions): This Agreement does not create, and must not be construed to create, any express or implied relationship between the Recipient and the Supplier of:
    1. employment;
    2. principal and agency;
    3. partnership; or
    4. joint venture.
  3. (Contractual freedom): Subject to clause 2.2(d), this Agreement does not prohibit any party from executing any agreement with any third person relating to the supply or acquisition of goods or services, whether in the nature of or similar to the Supply Services or otherwise, as decided by that party, subject to compliance with any liability of that party under any other provision of this Agreement.
  4. (Restraint of Trade): Notwithstanding any other provision of this Agreement, the Recipient must not:
    1. supply or acquire any goods or services which is in the nature of or similar to the Supply Services; or
    2. supply, perform or deliver any product or service which is, or is similar to or associated with, the preparation and submission of applications for visas (of any country) or the servicing of applicants for visas (of any country), other than pursuant to this Agreement and through the platform provided by the Supplier during the Supply Period or within a 2 year period after the end of the Supply Period.

2.3 Supply Licence

The Supplier grants to the Recipient a non-exclusive, irrevocable and non-transferable licence to possess and use the Supply Deliverables and the Supply Documentation at any time during the Supply Period within the Supply Licence Area for the Supply Purpose. The Recipient acknowledges and agrees that the Recipient may not use the Supply Deliverables or the Supply Documentation for the provision of any service or product that is not in the Supply Licence Area.

2.4 Supply Period Extension

  1. (Requested extension): The Recipient may in its decision request the extension of the Supply Period for a period equal to the Initial Supply Period beyond the Supply Termination Date by written notice to the Supplier given no later than 30 days before the Supply Termination Date.
  2. (Supplier response): The Supplier must, following receipt of the extension request of the Recipient, notify the Recipient in writing whether the Supplier accepts or rejects that extension request.
  3. (Supplier acceptance): The Supply Period is extended for a period equal to the Initial Supply Period commencing from the then current Supply Termination Date, in the event of the notified acceptance by the Supplier of the extension request of the Recipient, upon and subject to the provisions of this Agreement.
  4. (Payment terms): Any new Supply Payment specified under the caption Extension Period Payments in schedule 2 (Supply Payment) applicable to the period of the extension request, or otherwise agreed between the supplier and the recipient, applies instead of the then current Supply Payment.
  5. (Requested extension failure): This Agreement terminates upon the then current Termination Date, in the event that the parties fail to agree to any extension, or any proposed new Supply Payment applicable following extension, of the Supply Period.
  6. (Termination rights): This provision does not prejudice or restrict any right of termination of any party under clause 13 (Termination).

 

3. SUPPLY SCOPE

3.1 Services Specification

The Supplier must supply to the Recipient under this Agreement goods, whether in the nature of equipment, inventory or materials, services or mixed goods and services comprising the Supply Services, including:

  1. (initial equipment): the Supply Deliverables;
  2. (modified equipment): any Modified Deliverables;
  3. (support services): the Specified Services; and
  4. (variations): goods or services to be supplied at any future time in compliance with any Supply Variation or other provision of this Agreement.

3.2 Supply Contract Documents

  1. (Conflict): The provisions of each Specification Document are incorporated into this Agreement and prevail over any provision of this Agreement not comprising a Specification Document in the event of any conflict.
  2. (Interpretation): No Supply Contract Document must be interpreted or construed to the prejudice or disadvantage of any party by reason only that that Supply Contract Document was drafted, prepared, or proffered or delivered to the other party, by that party, or any employee or agent of that party.

 

4. SUPPLY PAYMENT

4.1 Recipient Liability

The Recipient is liable to pay to the Supplier:

  1. (supply deliverables): the Supply Charge for any Supply Deliverables; and
  2. (support services): the Service Charge for any Support Service, as the Supply Payment for that Supply Service in compliance with this provision.

4.2 Payment Procedure

  1. (Payment claim): The Supplier must deliver to the Recipient a Payment Claim for any Supply Payment due by the Recipient to the Supplier under this Agreement.
  2. (Claim period): The Supplier may present a Payment Claim:
    1. in relation to any Supply Deliverables, not earlier than 30 business days before the Payment Date; and
    2. in relation to any Support Services, not earlier than the date of the month following the applicable Supply Date specified under the caption Payment Claim Period in schedule 2 (Supply Payment).
  3. (Claim details): Any Payment Claim must specify:
    1. that it is a GST tax invoice;
    2. the ABN of the Supplier;
    3. the Supply Services for which the Supply Payment is due;
    4. the Supply Dates for those Supply Services;
    5. the aggregate total amount of the claim for the Supply Payment;
    6. any other amount then due and payable to the Supplier; and
    7. the GST amount comprised the total amount of the Payment Claim.
  4. (Tax invoice compliance): The Payment Claim must comply with any GST law relating to the form or content of GST tax invoices, in addition to any other requirement of this provision.
  5. (Information): The Supplier must promptly upon request by the Recipient provide any documentary evidence or other information reasonably requested by the Recipient to substantiate or verify any Payment Claim.

4.3 Recipient Payment

  1. (Payment): The Recipient agrees that any and all payments by clients or customers of the Recipient will be made directly to the Supplier and such amounts will include the Recipient’s fees, Supply Payments and other amounts. The Supplier must pay to itself any Supply Payment on the later of the Payment Date applicable to that Supply Payment and the date being 10 business days after receipt of the Payment Claim for that Supply Payment.The Supplier must pay any amount due to the Recipient (after deduction of any and all other amounts due to third parties) after the payment to the Supplier is made.
  2. (Client refunds): The Recipient agrees that, if, in the event a client or customer of the Recipient is entitled to a refund of any amounts they have paid to the Supplier and the client or customer of the Recipient receives the refund from the Supplier or the Supplier’s bank, then the Recipient must pay upon demand to the Supplier an amount equal to the Supply Payment, any loss or damage suffered by the Supplier and any other amounts due to the Supplier in relation to the client or customer of the Recipient.The Recipient agrees that the aforementioned payment can be made at the discretion of the Supplier by the Supplier withholding any amounts due to the Recipient during the next billing cycle or when the next payment is due to be made by the Supplier to the Recipient.
  3. (Dispute between Recipient and Recipient’s client or customer): The Recipient agrees that any dispute between the Recipient and the Recipient’s client or customer does not have any effect on this Agreement or any arrangement between the Recipient and the Supplier.The Recipient remains fully liable for all of its obligations under this Agreement notwithstanding any dispute between the Recipient and the Recipient’s client or customer.
  4. (Interest): The Recipient must pay interest on any Supply Payment or other amount that is not paid on or before the due Payment Date for that Supply Payment at the Specified Rate, to accrue from day to day from the due date up to and including the actual date of payment in full.
  5. (Method): Any payment to be made by any party under this Agreement must be made by electronic funds transfer or any other manner agreed between the Supplier and the Recipient.

4.4 Disputed Claims

  1. (Dispute application): This provision applies to any Payment Claim where the Recipient disputes the total or any partial amount of the Supply Payment by the Supplier claimed in that Payment Claim (“disputed claim”).
  2. (Dispute notification): The Recipient must in relation to any disputed claim:
    1. notify the Supplier of the disputed claim within the period following receipt by the Recipient of that Payment Claim specified under the caption Disputed Claims Period in schedule 2 (Supply Payment);
    2. specify in reasonably sufficient detail the reasons of the Recipient for the disputed claim; and
    3. pay any undisputed amount of the Payment Claim in compliance with this provision.
  3. (Consultation): Each party must promptly consult and cooperate with the other party to resolve any disputed claim.
  4. (Dispute resolution process): The provisions of clause 16 (Dispute Resolution) apply in the event that the parties fail to resolve the disputed claim within the period following notification of the disputed claim specified under the caption Disputed Claim Resolution Period in schedule 2 (Supply Payment).
  5. (Interest): The Recipient must pay interest under clause 4.3 (Recipient Payment) as from the due Payment Date in relation to the amount of any disputed claim, in the event that that amount is resolved or decided under this Agreement to have been properly payable by the Recipient to the Supplier as at that Payment Date.

4.5 GST

  1. (GST inclusive pricing): Any Supply Payment calculated under this Agreement is GST inclusive.
  2. (Supplier liability): Any GST liability resulting from or in relation to any supply of any Supply Service by the Supplier, or any Supply Payment by the Recipient, is the sole liability of the Supplier, to the exclusion of the Recipient.
  3. (Escalation exclusion): The Recipient is not under any circumstance liable for payment of any GST, or to increase or escalate any Supply Payment because of any GST liability of the Supplier, resulting from any supply of any Supply Service by the Supplier or payment of any Supply Payment by the Recipient.
  4. (Indemnity): The Supplier must at any time indemnify the Recipient against any loss incurred by the Recipient resulting from any liability of the Recipient for GST connected with:
    1. the execution, performance, continuation or administration of this Agreement;
    2. any purchase, use, possession, repair, rectification, reinstatement, improvement or sale of, or other dealing or action relating to, any right or property connected with this Agreement;
    3. the carrying on of any business activity connected with, and to the extent of, any supply under this Agreement; or
    4. any penalty or interest payable by the Recipient for late payment of GST because of any default under any provision of this Agreement by the Supplier.
  5. (Input tax credits): The Supplier must at any time deduct from any cost which:
    1. has been incurred by the Supplier in connection with this Agreement or any Supply Service;
    2. is reimbursable, wholly or partly, by the Recipient to the Supplier under this Agreement; and
    3. includes any GST payable by any supplier of any supply to the Supplier comprised in the cost amount payable by the Recipient, 
    4. the amount of any input tax credit to which the Supplier is entitled for any acquisition connected with that cost or, as applicable, to the extent of the relevant part of that cost.
  6. (Legal compliance): Each party must at any time comply with any GST law in performing this Agreement.
  7. (Tax invoices): The Supplier must, upon request by the Recipient, issue to the Recipient tax invoices in proper form and in compliance with any GST law connected with any supply of any right, property or services by the Supplier under this Agreement.
  8. (Assistance): The Supplier must at any time perform any action, including provision of any copy invoice and other documents, information and assistance in form and content sufficient, to enable the Recipient to verify or calculate any input tax credit or other fact relating to any supply or acquisition of any right, property or services under or connected with this Agreement.

 

5. SUPPLY PERFORMANCE

5.1 Performance Compliance

The Supplier must perform the Supply Services in compliance with:

  1. (contract): this Agreement; and
  2. (specification): the Supply Specification.

5.2 Supplier Decision

The Supplier may decide the most appropriate and effective method of performance of the Supply Services, subject to performance of any other liability of the Supplier under this Agreement.

5.3 Support Services

  1. (Recipient request): The Supplier must perform the Support Services upon request at any time by the Recipient or otherwise as specified in this Agreement.
  2. (Timing): The Supplier may supply the Support Services on any business day and during any business hours as the Supplier decides to be necessary and appropriate for performance of its liability under this Agreement, subject to compliance with any performance period specified under the caption Performance Criteria in schedule 3 (Supply Performance).
  3. (Specific responses): The Supplier is not liable to attend at any Performance Site at any specific time, despite any request by the Recipient, except to the extent specified under the caption Performance Criteria in schedule 3 (Supply Performance).

5.4 Supplier Access

The Recipient must assist the Supplier at any time during the continuance of this Agreement in any reasonable manner that the Supplier decides to be necessary to perform the Supply Services, including the provision of:

  1. (access): full and safe access to any Performance Site, including any necessary security clearance;
  2. (facilities): facilities, services and accessories;
  3. (information): information and advice to any Supplier Agent on any supply, access, security procedure or other requirement or matter within the knowledge and control of the Recipient; and
  4. (personnel): attendance by an appropriately authorised, qualified, informed and instructed Recipient Agent at the time of performance by any Supplier Agent on any Supply Date.

5.5 Deliverable Defects

  1. (Defect notification): The Recipient may notify the Supplier at any time during the Warranty Period that the Recipient decides that there is any defect in any Supply Deliverables in default under clause 8.2 (Supplier Representation), because the Supply Deliverables are not, or cannot be used, in compliance with the Supply Specification.
  2. (Supplier investigation): The Supplier must promptly investigate any notified defect.
  3. (Supplier rectification): The Supplier must within a reasonable time following investigation rectify or remedy any verified defect, at the full cost of the Supplier in all respects.
  4. (Recipient cost): The Recipient is liable to the Supplier, as an Extra Supply, for any cost incurred by the Supplier resulting from any defect investigation by the Supplier, which ascertains that no defect in fact exists, calculated in compliance with this Agreement.

5.6 Deliverable Errors

  1. (Error notification): The Recipient may notify the Supplier at any time during the continuance of this Agreement of any material error in the Supply Deliverables in default under clause 8.2 (Supplier Representation).
  2. (Supplier rectification): The Supplier must within a reasonable time following notification, at the full cost of the Supplier in all respects:
    1. rectify or remedy any notified material error;
    2. provide any necessary training to the Recipient connected with that rectification or remedy;
    3. procure continued compliance of the Supply Deliverables with the Supply Specification; and
    4. make any necessary amendment to the Supply Documentation connected with that rectification or remedy.

5.7 Force Majeure

  1. (Liability exclusion): Neither party is liable to the other party for any loss incurred by that other party as a direct result of either party failing or being prevented, hindered or delayed in the performance of its liability under this Agreement by reason of a force majeure event.
  2. (Notification): The party affected by a force majeure event must as soon as practicable notify the other party in writing of any anticipated delay due to that force majeure event and use all reasonable endeavours to perform its liability under this Agreement.
  3. (Termination): Either party may terminate this Agreement immediately on providing written notice to the other, if the delay due to the force majeure event continues for a period in excess of the period of days from the date of notification specified under the caption Force Majeure Period in schedule 3 (Supply Performance).
  4. (Refund): The Supplier must refund to the Recipient any Supply Payment paid by the Recipient under this Agreement for any unperformed Supply Services, in the event of termination under this provision before any Supply Date of those Supply Services.

 

6. SUPPLY DELIVERY

6.1 Delivery Performance

  1. (Timing): The Supplier must deliver the Supply Deliverables and the Supply Documentation to, and if necessary install the Supply Deliverables at, the Performance Site between the hours of 9.00 am to 4.00 pm on any business day during the Delivery Period or as otherwise agreed between the Supplier and the Recipient.
  2. (Cost): The Supply Payment is inclusive of, and without liability by the Recipient for, any additional or separate delivery cost, except where specified under the caption Delivery and Installation Costs in schedule 2 (Supply Payment).

6.2 Acceptance Testing

The Recipient must perform any Acceptance Test following delivery of the Supply Deliverables within the Acceptance Period in compliance with the Acceptance Criteria.

6.3 Acceptance Criteria

The Recipient is liable for the preparation, reliability and effectiveness of any data, methodology or process for any Acceptance Test, as specified in or relevant to the Acceptance Criteria.

6.4 Recipient Availability

The Recipient must procure that a Recipient Agent, being duly authorised and properly qualified, informed and instructed, is available at the time of delivery of any Supply Deliverables to receive delivery and give any instruction necessary for prompt commencement of any Acceptance Test.

6.5 Supplier Assistance

The Supplier must provide all reasonable cooperation and assistance to the Recipient to enable the Recipient to perform any Acceptance Test.

6.6 Supplier Participation

The Supplier is entitled to observe and, to the extent reasonable, participate in the performance of any Acceptance Test.

6.7 Acceptance Test Completion

The Recipient must upon request by the Supplier provide a written test notification to the Supplier specifying:

  1. (summary): a written summary of any Acceptance Test; and
  2. (results): the results achieved from that Acceptance Test.

6.8 Acceptance Notification

The Recipient must notify the Supplier within the Acceptance Notification Period following expiry of the Acceptance Period that the Recipient has:

  1. (acceptance): accepted delivery of any Supply Deliverables, in the event of satisfactory completion of any Acceptance Test; or
  2. (rejection): rejected delivery of any Supply Deliverables, in the event of:
    1. delivery of Supply Deliverables which are not in good order and condition; or
    2. unsatisfactory completion of any Acceptance Test.

6.9 Rejection Notification

The Recipient must in any rejection notice provide instructions to the Supplier relating to the removal, replacement, modification, rectification, remedy or redelivery of any rejected Supply Deliverables.

6.10 Acceptance Completion

The Recipient must be treated as having accepted delivery of any Supply Deliverables in the event that the Recipient:

  1. (original delivery): notifies the Supplier that the Recipient has accepted the Supply Deliverables in compliance with this provision;
  2. (replacement delivery): notifies the Supplier that the Recipient has accepted any rejected Supply Deliverables following replacement, modification, rectification, remedy or redelivery by the Recipient in compliance with any instruction by the Supplier;
  3. (test failure): fails to perform any Acceptance Test within the Acceptance Period for any reason, except for any delay resulting from any action of the Supplier; or
  4. (notification failure): fails to notify the Supplier delivery rejection of the Supply Deliverables within the Acceptance Notification Period.

6.11 Title Retention

The Supplier at any time retains the full, absolute and entire legal and beneficial right, title and interest to or in any Supply Deliverable or Supply Documentation, including:

  1. (codes): the source code and object code; and
  2. (upgrades): any modification, update or new release, of any Supply Deliverable.

 

7. SUPPLY VARIATION

7.1 Performance Variation

  1. (Performance difficulty): The Recipient is liable to pay to the Supplier, as an Extra Supply, any cost incurred by the Supplier resulting from:
    1. any delay in delivery or installation of any Supply Deliverables;
    2. any change in timing or complexity, or any fact affecting performance, of any Supply Service by the Supplier, which could not be reasonably anticipated or associated by the Supplier in relation to or with the performance or supply of any goods or services similar to that Supply Service,

for any reason of any nature or description, excluding any default by the Supplier under this Agreement.

  1. (Payment increase): The Supplier may increase the Supply Payment for any Extra Supply under this provision by an amount calculated in compliance with this Agreement.

7.2 Services Variation

  1. (Variation request): Any party may at any time during the Supply Period by written notice propose to the other party any variation to the Supply Services or Supply Specification.
  2. (Variation details): The party proposing any variation must specify details of the variation in the variation notice.
  3. (Supply adjustments): The Supplier must promptly notify the Recipient of:
    1. any increase in the Supply Payment; or
    2. delay in delivery of Supply Deliverables or performance of any other Service Supplies, assessed by the Supplier in, or in response to, any variation notice.
  4. (Variation response): The party receiving any variation notice must within the period specified under the caption Variation Response Period in schedule 3 (Supply Performance) notify the proposing party that the recipient party approves, rejects or requires any variation to or additional information or explanation relative to any proposed variation.
  5. (Consultation): Each party must reasonably consult with and cooperate with the other party to resolve and adopt any variation proposal by mutual agreement.
  6. (Variation document): Any variation agreed under this provision must be effected by a variation document created and executed by the parties.
  7. (Variation failure): Each party must continue to perform this Agreement in compliance with its then current provisions, in the event of any failure by the parties to agree to any variation proposal or variation document.

7.3 Deliverable Modification

  1. (Recipient liability): The Recipient has the sole liability for any cost resulting from or connected with any Deliverable Modification or the investigation or testing of any proposed Deliverable Modification.\
  2. (Supplier cost): The Recipient is liable to the Supplier, as an Extra Supply, for any cost incurred by the Supplier in performing any Deliverable Modification requested by the Recipient.
  3. (Recipient indemnity): The Recipient must indemnify the Supplier at any time against any loss incurred by the Supplier resulting from any Deliverable Modification for any reason, including any infringement of any intellectual property of any third person.
  4. (Title retention): The Supplier at any time retains the full, absolute and entire legal right, title and interest to or in any Modified Deliverable, whether affected by a Deliverable Modification in compliance with this Agreement or otherwise.
  5. (Recipient assurance): The Recipient must at any time upon request by the Supplier execute any document and perform any action necessary or desirable to transfer to the Supplier any intellectual property in any Deliverable Modification.

 

8. REPRESENTATIONS

8.1 General Representations

Each party represents and warrants to the other party as an accurate statement that as at the date of this Agreement:

  1. (corporate status): that party is a corporation duly incorporated and validly existing under the law of the country or jurisdiction of its incorporation or registration;
  2. (corporate powers): that party has the corporate power to own its assets and perform any business activity as contemplated at any time by this Agreement;
  3. (legal compliance): the execution or performance of this Agreement by that party does not contravene any provision of:
    1. the constitution of that party;
    2. any agreement created by that party;
    3. any law; or
    4. any governmental consent relating to that party or its assets;
  4. (corporate compliance): that party has full power, and has procured all corporate consents, for the execution by that party of this Agreement, which has been executed in compliance with its constitution and any applicable law; and
  5. (solvency): no insolvency event has occurred and continues in relation to that party.

8.2 Supplier Representation

The Supplier represents and warrants to the Recipient, subject to clause 9 (Supply Liability Limitation), that the Supply Deliverables will operate in compliance with the Supply Specification at any time during the Warranty Period.

 

9. SUPPLIER LIABILITY LIMITATION

9.1 Support Disclaimer

The Supplier does not at any time during the Supply Period have any liability to provide to the Recipient any support or support service of or in relation to any Supply Deliverable, whether by way of advice, training, rectification or remedy of any error or defect, maintenance, modification, alteration, variation, update, enhancement or new release, except where the Supply Specification or this Agreement expressly provides to contrary effect.

9.2 Deliverable Use Acknowledgment

The Recipient expressly agrees with the Supplier that at any time during the Supply Period:

  1. (use responsibility): the Recipient has sole and exclusive liability for the use, supervision, management, control and security of the Supply Deliverables; and
  2. (information): the Supply Documentation contains sufficient information for the adequate use by the Recipient of the Supply Deliverables, except where the Supplier has notified the Recipient of any fact, defect or variation decided by the Supplier to be necessary for the proper use of the Supply Deliverables.

9.3 Defect Disclaimer

The Supplier is not liable at any time under or in relation to this Agreement for any defect in any Supply Deliverable resulting from any action or omission by the Recipient or any third person, including any failure to maintain the operating environment specified in, or use of that Supply Deliverable in compliance with, the Supply Specification or Supply Documentation for the Supply Purpose.

9.4 Representation Exclusion

The Recipient expressly agrees with the Supplier that for the purposes of the creation of this Agreement:

  1. (non-reliance): the Recipient has not relied upon any representation or warranty by the Supplier; and
  2. (independent assessment): the Recipient has made its own independent assessment of any information connected with or relevant to this Agreement or the performance of the Supply Services and relied exclusively upon that assessment, except for any representation or warranty by the Supplier under clause 8.2 (Supplier Representation).

9.5 Loss Disclaimer

The Supplier is not liable at any time during or after the Supply Period for any loss incurred by the Recipient resulting from any supply by the Supplier of any Supply Services or any failure by the Supplier to perform any liability of the Supplier under this Agreement.

9.6 Implied Terms Exclusion

Any agreement that would be implied into this Agreement by any law is excluded, to the fullest extent permitted by law.

9.7 Statutory Terms

This Agreement contains any agreement as an implied provision to the extent that its implication is compelled by any law, despite anything in this provision to contrary effect.

9.8 Statutory Liability Limitation

The liability of the Supplier for any default under any implied agreement compelled by any law is limited in the event of any default, in the decision of the Supplier:

  1. (deliverables): relating to any Supply Deliverables, to:
    1. replacement or the supply of equivalent goods;
    2. rectification or remedy;
    3. payment of replacement cost or the acquisition cost of equivalent goods; or
    4. payment of rectification or remedy cost; and
  2. (services): relating to any Support Services, to:
    1. resupply of the services; or
    2. payment of that resupply cost.

 

10. RECIPIENT USE UNDERTAKINGS

10.1 Positive Undertakings

The Recipient must at any time during or after the continuance of this Agreement in connection with the Supply Services:

  1. (operating procedures): use any Supply Deliverables only for the Supply Purpose and in compliance with the Supply Documentation and any normal operating procedures as notified by the Supplier;
  2. (possession): possess and use any Supply Deliverables to the exclusion of any other person;
  3. (location): use the Supply Deliverables only at the Performance Site;
  4. (copies): procure that any permitted copy of any Supply Deliverables contains a notice specifying the intellectual property of the Supplier in those Supply Deliverables, in compliance with any Supplier Direction as to the form and content of that notice;
  5. (notifications): notify upon request by the Supplier any Recipient Agent, or other authorised user of the Supply Deliverables under the control and direction of the Recipient, of the liability of the Recipient, and any civil or criminal consequence resulting from default, under this provision in compliance with any Supplier Direction as to the form and content of that notice;
  6. (protection): protect the Supply Deliverables from misuse, damage, destruction, loss or unauthorised use of any nature or description;
  7. (records): keep accurate records of any use, copying, modification or disclosure of the Supply Deliverables;
  8. (inspection): permit the Supplier access to the Performance Site or other premises of the Recipient during any usual business hours and to inspect any Supply Deliverables, and inspect and take copies of any records kept by the Recipient under this provision;
  9. (directions): comply with any Supplier Direction in relation to:
    1. the use of the Supply Deliverables in compliance with, or the performance of any liability of the Recipient under, this Agreement; and
    2. the security of any intellectual property of the Supplier connected with the Supply Deliverables or the Supply Documentation; and
  10. (default rectification): permit any Supplier Agent to perform any action necessary or desirable to rectify or remedy any default under this Agreement by the Recipient to the satisfaction of the Supplier, without liability or prejudice to any other right of the Supplier and at the full cost of the Recipient in all respects.

10.2 Negative Undertakings

The Recipient must not at any time during or after the Supply Period, directly or indirectly, without the prior written consent of the Supplier:

  1. (confidential information): disclose or use, or attempt to disclose or use, any Supplier Information:
    1. known to any Recipient Agent by reason or as a result of the engagement of the Supplier under this Agreement or otherwise, except in compliance with this Agreement; or
    2. to the actual or potential detriment of the Supplier, subject to clause 12 (Confidentiality);
  2. (intellectual property): use any intellectual property held by the Supplier, including any use for the purpose of any communication to any client, customer, supplier, employee or agent of the Recipient, except in strict compliance with clause 2.3 (Supply Licence);
  3. (financial liabilities): borrow any credit, incur any financial liability or create any other liability on behalf of the Supplier, except under an express general or special authority by the Supplier;
  4. (agency holding out): represent or hold out to any person in any manner that any Recipient Agent is an employee, agent or partner of the Supplier;
  5. (deliverable use): use the Supply Deliverables in or on any equipment other than the Specified Equipment, except at the sole risk of the Recipient for alternative equipment in the event that the Specified Equipment is temporarily inoperable because of malfunction, maintenance or change of installation site;
  6. (document copies): copy or reproduce any Supply Documentation, except in compliance with this Agreement;
  7. (deliverables copies): copy, reproduce, alter or modify, or merge with any other software, any Supply Deliverables;
  8. (reverse engineering): reverse compile or assemble any Supply Deliverables;
  9. (business capacity): perform any action restricted under this provision in any manner or by any means:
    1. in any business capacity;
    2. personally or by or through any other person;
    3. on account of the Recipient or any other person; or
    4. verbally, directly or by telephone, electronically or in writing by any letter, circular, advertisement or document; or
  10. (procurement): procure, counsel or, to the extent of the power and control of the Recipient, permit any person to perform, or attempt to perform, any action restricted under this provision.

 

11. INTELLECTUAL PROPERTY

11.1 Recipient Assets

All the legal right, title and interest to or in any intellectual property composed in the Supplier Information held by the Recipient at any time during this Agreement is at any time retained by and remains vested in the sole, exclusive, absolute and entire legal and beneficial ownership of the Supplier.

11.2 Future Assets

All the legal right, title and interest to or in any intellectual property comprised in any asset or confidential information:

  1. (recipient source): created, developed or derived from the Supplier Information; or
  2. (supplier creation): originally or exclusively created, developed, written, conceived or implemented for the Recipient or during or resulting from performance of the Supply Services under this Agreement,

at any time by any Recipient Agent, whether in compliance with or in default under this Agreement, is and becomes vested in the sole, exclusive, absolute and entire legal and beneficial ownership of the Supplier.

11.3 Recipient Assurance

The Recipient must in relation to each Recipient Agent at any time execute any document and perform any action necessary or desirable to transfer any intellectual property specified clause 11.2 (Future Assets) to the Supplier.

11.4 Licence Exclusion

The Supplier must not be treated under this Agreement as granting or otherwise creating any licence of any nature or description, whether exclusive, transferable, revocable or otherwise, to use, disclose or adapt the intellectual property comprised in any Supplier Information to any Recipient Agent, except in strict compliance with this Agreement.

 

12. CONFIDENTIALITY

12.1 Confidentiality Liability

Any party who receives confidential information during the Supply Period, and after termination or expiration of this Agreement, for any reason must keep that confidential information confidential and must:

  1. (disclosure restriction): not publish or disclose the confidential information to any person except with the prior written consent of the disclosing party or as permitted under this provision;
  2. (performance use): not use the confidential information for any purpose, except where strictly necessary for the performance of its liability under this Agreement; and
  3. (legal compliance): comply with all applicable privacy and consumer laws.

12.2 Agency Disclosure

The recipient party may disclose the confidential information to any employee or agent of that party to the extent reasonably necessary or desirable for the purposes of this Agreement during the Supply Period.

12.3 Agency Compliance

The recipient party must procure that any employee or agent of the recipient party will be informed of, and comply with, the confidentiality liability of the recipient party under this Agreement.

12.4 Permitted Exemptions

This provision does not apply to any confidential information which:

  1.  (public information): at the date of this Agreement is in, or at any time subsequent comes into, the public domain, except through default under this Agreement by the recipient party or any employee or agent of the recipient party;
  2. (prior knowledge): can be shown by the recipient party to the satisfaction of the disclosing party to have been known by the recipient party before disclosure by the disclosing party to the recipient party;
  3. (third party access): subsequently comes lawfully into the possession of the recipient party from a third party;
  4. (legal process): is required by compulsion of law to be disclosed to a third party; or
  5. (future information): in relation to the Recipient, is subject to clause 11 (Intellectual Property).

 

13. TERMINATION

13.1 Voluntary Termination

  1. The Supplier may terminate this Agreement at any time before, on or after the Initial Termination Date by written notice to the Recipient with immediate effect. After termination under this clause, the Supplier may exclude the Recipient from using any and all Supply Deliverables or any other electronic program, website or platform.
  2. The Recipient may terminate this Agreement at any time on or after the Initial Termination Date by written notice of not less than 3 months to the Supplier to that effect.

13.2 Recipient Default Termination

The Supplier may immediately terminate this Agreement at any time before or after the Supply Termination Date by written notice to the Recipient, effective immediately or upon the date specified in the notice upon the occurrence of any default by, or fact relating to, the Recipient, comprising:

  1. (performance default): any default under this Agreement resulting from:
    1. destruction, transfer or loss of possession of the Supply Deliverables by the Recipient for any reason;
    2. failure to comply with any Supplier Direction within a reasonable period; or
    3. failure to perform any provision of, or liability under, this Agreement,

except for a rectifiable or remediable default, which is rectified or remedied within 30 days following written notice from the Supplier requiring rectification or remedy;

  1. (attachment): the fact of any attachment, execution, writ of execution, distress, distraint, garnishee order, charging order, or similar legal process being enforced or levied against any asset of the Recipient;
  2. (security enforcement): the enforceability of any security interest over any asset of the Recipient securing payment for any amount after the occurrence of any default by the Recipient under that security interest;
  3. (receivership): the appointment of any receiver, manager or receiver and manager over, or possession taken by any secured party of, any asset of the Recipient;
  4. (insolvency): cessation of payment generally by the Recipient, the occurrence of any insolvency event of or in relation to the Recipient or the inability of the Recipient, or the Supplier reasonably deciding that the Recipient is unable, to pay all its debts as and when they become due and payable;
  5. (administration): the appointment of any administrator of the Recipient;
  6. (liquidation): any legal action, not being in the reasonable decision of the Supplier a legal action being wholly disputed by the Recipient on reasonable and substantial grounds, being commenced, judicial order made or resolution passed for the liquidation of the Recipient;
  7. (debt arrangement): the creation by the Recipient of any debt arrangement with its creditors generally or any class of creditors; or
  8. (business cessation): the cessation or proposal for cessation of business generally by the Recipient.

13.3 Supplier Default Termination

The Recipient may immediately terminate this Agreement at any time before or after the Supply Termination Date by written notice to the Supplier, effective immediately or upon the date specified in the notice, upon the occurrence relative to the Supplier of:

  1. (default): any material default under this Agreement, except for a rectifiable or remediable default which is rectified within 30 days following written notice from the Recipient requiring rectification or remedy; or
  2. (liquidation): the fact of any legal or other action proposing or initiating liquidation.

13.4 Notice Effect

This Agreement terminates upon expiry of the notice period, or immediately, as specified in any termination notice given by any party under, and in compliance with, this provision.

13.5 Termination Effect

Termination of this Agreement releases any party from any further performance of any liability under this Agreement but does not:

  1. (continuing liability): affect any provision of this Agreement expressed to operate or have effect after termination; or
  2. (accrued rights): have any prejudicial effect on any accrued right of any party in relation to any default under this Agreement by the other party occurring before termination.

13.6 Recipient Remedies

The Recipient, following termination of this Agreement under this provision, retains any right against the Supplier under this Agreement in relation to any default by the Supplier, in addition to any other right provided by law, except to the extent that the liability of the Supplier is excluded or limited under any provision of this Agreement.

13.7 Supplier Remedies

  1. (Accrued payments): The Supplier, following termination of this Agreement under this provision, retains the right to receive any unpaid Supply Payment which has accrued due on or before the termination date, in addition to any other right against the Recipient provided under this Agreement or by law.
  2. (Damages exclusion): The Supplier, to the fullest extent permitted by law, has no liability of any nature or description to the Recipient for any damages, compensation or additional payment, whether arising in contract or tort or under any legislation or otherwise, for any loss incurred by the Recipient resulting from any termination of this Agreement by the Supplier under this provision.
  3. (Specific relief): The Recipient acknowledges that monetary damages alone would not be a sufficient remedy for a default under clause 10.2 (Negative Undertakings), clause 11 (Intellectual Property) or clause 12 (Confidentiality) and, in addition to any other legal remedy, the Supplier is entitled to any interim, interlocutory or permanent injunction to prevent default under, or compel specific performance of, that provision, without prejudice to any right of enforcement of any other provision.

 

14. POST-TERMINATION LIABILITY

The Recipient must at any time after termination of this Agreement, whether before or after the expiry of the Supply Termination Date:

  1. (redelivery): promptly deliver to the Supplier in the manner and at the time as specified in any Supplier Direction all Supply Deliverables and all copies of any Supply Documentation possessed by the Recipient; and
  2. (supplier access): grant to or procure for any Supplier Agent an irrevocable licence to have access to any business premises of the Recipient during usual business hours and take possession of any Supply Deliverables and Supply Documentation and exercise any right of the Supplier under any Supply Contract Document.

 

15. INDEMNITIES

15.1 Recipient Indemnity

The Recipient must indemnify any Supplier Agent against any loss incurred by that Supplier Agent resulting from any default by the Recipient under or in connection with this Agreement or the performance of the Supply Services.

15.2 Software Indemnity

  1. (Supplier indemnity): The Supplier must indemnify the Recipient against any loss incurred by the Recipient resulting from engagement in any legal action by any third party on the grounds that the supply by the Supplier or the use by the Recipient of any Supply Deliverables under this Agreement constitutes an infringement within the Supply Licence Area of any intellectual property of that third party in those Supply Deliverables, in compliance with this provision.
  2. (Preconditions): The liability of the Supplier to indemnify the Recipient under this provision is subject to each condition that the Recipient has:
    1.  incurred the loss following a final decision in the legal action by a court of competent jurisdiction, after exercise of any available right of appeal by the Recipient;
    2. given written notice to the Supplier as soon as practicable following receipt of actual notice by the Recipient of any actual or potential infringement, or suspected or alleged infringement;
    3. permitted the Supplier before initiation of the legal action to decide to control and conduct the defence to the legal action, at the full cost to the Supplier in all respects;
    4. provided reasonable assistance to the Supplier in the control and conduct of the defence to the legal claim; and
    5. permitted the Supplier to perform any Deliverable Modification, or procure any contractual consent from any person, sufficient to eliminate any continuing infringement, at the full cost of the Supplier in all respects.
  3. (Exclusions): The liability of the Supplier to indemnify the Recipient under this provision is excluded by the fact that the Recipient has, without the prior written consent of the Supplier:
    1. used the Supply Deliverables in combination in any manner or form with other goods or for a purpose not reasonably contemplated under this Agreement; or
    2. modified, altered or performed any other action in any manner or form which fails to comply with this Agreement.
  4. (Recipient default indemnity): The Recipient must indemnify the Supplier against any loss incurred by the Supplier, directly or indirectly, resulting from any default by the Recipient under this provision.

 

16. DISPUTE RESOLUTION

16.1 Disputes

This provision applies to any dispute or difference (“dispute”) arising between the parties in relation to:

  1. (interpretation): this Agreement or its interpretation;
  2. (rights): any right or liability of any party under this Agreement; or
  3. (action): the performance of any action by any party under or arising out of this Agreement, whether before or after its termination.

16.2 Dispute Negotiation

  1. (Litigation restriction): A party must not commence legal action, unless that party has complied with this provision.
  2. (Dispute notification): A party claiming that a dispute has arisen must notify the other party specifying details of the dispute.
  3. (Negotiation): Each party must use its best efforts to resolve the dispute through negotiation within 5 business days following the dispute notification or longer period agreed between the parties.
  4. (Corporate referral): Each party must within the specified period refer the dispute to its chief executive officer for consideration, in the event of any previous failure by the parties to resolve the dispute.
  5. (Mediation): Each party must, following any previous negotiation or reference, use its best efforts to resolve the dispute by agreement or through an agreed mediation procedure.
  6. (Process termination): A party in compliance with this provision may terminate the dispute resolution process by notice to the other party at any time after 5 business days following initial notification.
  7. (Restriction release): A party is not required to comply with this provision in relation to any dispute where the other party is in default under this provision in relation to that dispute.

16.3 Urgent Relief

A party may at any time apply to a court of competent jurisdiction for any equitable or other remedy for reasons or urgency, despite anything contained in this provision.

16.4 Continued Performance

The Supplier must continue to perform the Supply Services in compliance with this Agreement relating to any issue in dispute, despite and during any dispute negotiation being conducted under this provision.

 

17. COSTS

Each party must pay its own costs in relation to:

  1. (documentation): the negotiation, preparation, execution, performance, amendment or registration of, or any consent given or made; and
  2. (performance): the performance of any action by that party in compliance with any liability arising,

under this Agreement, or any agreement or document executed or effected under this Agreement, unless this Agreement provides otherwise.

 

18. DUTIES

18.1 Payment

The Recipient must promptly within the initial applicable period prescribed by law pay any stamp or other duty or similar tax payable in relation to the execution, performance and registration of this Agreement, or any agreement or document executed or effected under this Agreement.

18.2 Indemnity

The Recipient must indemnify the Supplier against any loss incurred by the Supplier in relation to any duty or tax specified in this provision, whether through default by the Recipient under this provision or otherwise.

 

19. ASSIGNMENT

19.1 Supplier Assignment

The Supplier may at any time during the continuance of this Agreement in relation to the supply of the Supply Services, without the prior written consent of the Recipient:

  1. (rights): transfer, or create any security interest affecting or relating to, all or any part of this Agreement, or any right of the Supplier under this Agreement;
  2. (subcontracts): create any subcontract with any Supplier Agent relating to the performance of all or any Supply Services; or
  3. (liabilities): novate or transfer this Agreement, or any liability of the Supplier under this Agreement, to or with any related entity or associate entity of the Supplier or any other person.

19.2 Recipient Assignment

The Recipient must not at any time transfer any right or liability under this Agreement without the prior written consent of the Supplier.

 

20. NOTICES

20.1 Form

Any notice to or by a party under this Agreement must be in writing and signed by the sender or an authorised officer of the sender or under the seal of or any power of attorney conferred by the sender.

20.2 Service Method

Any notice may be served by delivery in person or by post or facsimile transmission to the address or number of the recipient specified in this provision or most recently notified by the recipient to the sender.

20.3 Receipt

Any notice is effective for the purposes of this Agreement upon delivery to the recipient or production to the sender of a facsimile transmittal confirmation report before 4.00 pm local time on a business day in the place in or to which the written notice is delivered or sent or otherwise at 9.00 am on the next business day following delivery or receipt.

20.4 Service Details

Details initially specified for service of notice comprise:

Supplier:

Address: 180 George Street, Sydney Place, Sydney, NSW 2000, Australia

 

21. GOVERNING LAW AND JURISDICTION

21.1 Governing Law

This Agreement is governed by its relative registered jurisdiction. and construed under the law in the State of South Australia. 

21.2 Jurisdiction

Any legal action in relation to this Agreement against any party or its property may be brought in any court of competent jurisdiction in the State of South Australia.

21.3 Submission

Each party by execution of this Agreement irrevocably, generally and unconditionally submits to the non-exclusive jurisdiction of any court specified in this provision in relation to both itself and its property.

 

22. GENERAL PROVISION

22.1 Amendments

Any amendment to this Agreement has no force or effect, unless effected by a document executed by the parties.

22.2 Third Parties

This Agreement confers rights only upon a person expressed to be a party, and not upon any other person.

22.3 Pre-Contractual Negotiation

This Agreement:

  1. (entire agreement): expresses and incorporates the entire agreement between the parties in relation to its subject-matter, and all the terms of that agreement; and
  2. (collateral agreement): supersedes and excludes any prior or collateral negotiation, understanding, communication or agreement by or between the parties in relation to that subject-matter or any term of that agreement.

22.4 Further Assurance

Each party must execute any document and perform any action necessary to give full effect to this Agreement, whether before or after performance of this Agreement.

22.5 Continuing Performance

  1. (Merger exclusion): The provisions of this Agreement do not merge with any action performed or document executed by any party for the purposes of performance of this Agreement.
  2. (Representation): Any representation or warranty in this Agreement survives the execution of any document for the purposes of, and continues after, performance of this Agreement.
  3. (Indemnity): Any indemnity agreed by any party under this Agreement:
    1. constitutes a liability of that party separate and independent from any other liability of that party under this Agreement or any other agreement; and
    2. survives and continues after performance of this Agreement.

22.6 Waivers

Any failure or delay by any party to exercise any right under this Agreement does not operate as a waiver and the single or partial exercise of any right by that party does not preclude any other or further exercise of that or any other right by that party.

22.7 Remedies

The rights of a party under this Agreement are cumulative and not exclusive of any rights provided by law.

22.8 Severability

Any provision of this Agreement which is invalid in any jurisdiction is invalid in that jurisdiction to that extent, without invalidating or affecting the remaining provisions of this Agreement or the validity of that provision in any other jurisdiction.

22.9 Counterparts

This Agreement may be executed in any number of counterparts, all of which taken together are deemed to constitute one and the same document.

Amendment of Terms

The Company reserves the right to change, modify, add or remove portions of these terms at any time. Please check these terms regularly prior to using our website to ensure you are aware of any changes. The Company will endeavour to highlight any significant or substantive changes to you where possible. If you choose to use The Company’s website then The Company will regard that use as conclusive evidence of your agreement and acceptance that these terms govern your and www.ibapartner.com’s rights and obligations to each other.

Preparatory

The terms of use presented here apply to your use of the information provided on the IBA website, which can be accessed through the domain https://ibapartner.com/. These terms also cover any requests you may have, and by using our website, you indicate your acceptance of our Terms & Conditions. It is important to read these terms in conjunction with our Privacy Policy, also available on our website. Please be aware that periodic modifications to these terms may occur to align with changes in technology, relevant laws, regulatory requirements, or enhancements in our system capabilities. Such changes may also be implemented at our discretion for various reasons. Your continued access to our website will be construed as ongoing acceptance of our terms and any amendments thereto. Our website provides information about the services offered by third parties. It is important to emphasise that the information presented is not intended as advice. While the Company ensures that the information on our website is accurate, complete, and up-to-date, it is recommended to seek legal or professional advice before taking any action based on the information provided. Additionally, the services highlighted on our website do not amount to a contractual offer, and the website does not facilitate the sale of goods.

Limitation of Liability

It is an essential precondition to you using our website that you agree and accept that www.ibapartner.com is not legally responsible for any loss or damage you might suffer related to your use of the website, whether from errors or from omissions in our documents or information, any goods or services The Company may offer or from any other use of the website. This includes your use or reliance on any third-party content, links, comments or advertisements. Your use of, or reliance on, any information or materials on this website is entirely at your own risk, for which The Company shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific, personal requirements. You acknowledge that such information and materials may contain inaccuracies or errors and The Company expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.

Links to Other Websites

www.ibapartner.com may from time to time provide on its website, links to other websites, advertisements and information on those websites for your convenience. This does not necessarily imply sponsorship, endorsement, or approval or arrangement between www.ibapartner.com and the owners of those websites. www.ibapartner.com takes no responsibility for any of the content found on the linked websites.

www.ibapartner.com’s website may contain information or advertisements provided by third parties for which www.ibapartner.com accepts no responsibility whatsoever for any information or advice provided to you directly by third parties. The Company are making a ‘recommendation’ only and are not providing any advice nor does the Company takes any responsibility for any advice received in this regard.

Disclaimer

To the fullest extent permitted by law, www.ibapartner.com absolutely disclaims all warranties, expressed or implied, including, but not limited to, implied warranties of merchantability and fitness for any particular purpose. www.ibapartner.com gives no warranty that the documents, goods or services will be free of errors, or that defects will be corrected, or that our website or its server is free of viruses or any other harmful components.

Whilst the Company, at all times endeavour to have the most accurate, reliable and up-to-date information on our website, The Company does not warrant or make any representations regarding the use or the result of the use of any document, product, service, link or information in its website or as to their correctness, suitability, accuracy, reliability, or otherwise.

It is your sole responsibility and not the responsibility of www.ibapartner.com to bear any and all costs of servicing, repairs, or correction. The applicable law in your state or territory may not permit these exclusions, particularly the exclusions of some implied warranties. Some of the above may not apply to you but you must ensure you are aware of any risk you may be taking by using this website or any products or services that may be offered through it. It is your responsibility to do so.

IBA is unable to guarantee the clients the completeness, accuracy of work, complaints and/or payments made to but not limited to, the appropriate authorised Registered Migration Agents (RMA) and/or Australian Immigration Lawyers, Other Agencies and Lawyers for other countries, Business Brokers, Financial Consultants, Certified Accountants, Management Consultants, Real Estate Brokers, Employers, Recruitment Agencies, Government or semi Government bodies, any Authorities, Builders etc. and makes no representations about its suitability for any particular purpose.

“IBA and this website www.ibapartner.com do not form any part of Migration Services Agency and, henceforth, do not provide any migration or legal advice to anyone. This website only provides general information about Australia, Australian migration, and migration related services to other global countries, which neither is a source of migration advice nor substitutes for advice on specific visa application cases. Information on this website is accurate and valid at the time it is posted but may become outdated as laws and policies change. Any links to external websites are provided for the convenience of users only. The role of IBA and this website is to only provide general information. If help regarding migration advice or visas is required, then IBA assists finding the appropriate Registered Migration Agents and/or Immigration Lawyers as per their speciality since all Registered Migration Agents and Immigration Lawyers do not specialise in all aspects of Australian and/or global migration and visas.”

Your Privacy

The Company is committed to protecting your privacy and use the information collected about you to maximise the services that the Company provides to you. The Company respects the privacy and confidentiality of the information provided by the user and adhere to the Privacy Principles. The client and/or user may change their details at any time by advising us in writing via email. Information the Company receives is encrypted before it is sent to us. Customer data that is collected, is secured against unauthorised use or access. Credit card information is not stored by us on our servers.

Disclosure Of Information

www.ibapartner.com may be required, in certain circumstances, to disclose information in good faith and where www.ibapartner.com is required to do so in the following circumstances: by law or by any court; to enforce the terms of any of our customer agreements; or to protect the rights, property or safety of our customers or third parties.

Exclusion Of Competitors

If you are in the business of creating similar documents, goods or services for the purpose of providing them for a fee to users, whether they be business users or domestic users, then you are a competitor of www.ibapartner.com. www.ibapartner.com expressly excludes and does not permit you to use or access our website, to download any documents or information from its website or obtain any such documents or information through a third party. If you breach this term then www.ibapartner.com will hold you fully responsible for any loss that The Company may sustain and further hold you accountable for all profits that you might make from such unpermitted and improper use. www.ibapartner.com reserves the right to exclude and deny any person access to our website, services, or information in our sole discretion.

Copyright, Trademark and Restrictions of Use

This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance, trademarks and graphics. You are not permitted to reproduce the documents, information or materials on the website for the purposes of sale or the use by any third party. In particular you are not permitted to republish, upload, transmit electronically or otherwise or distribute any of the materials, documents or products that may be available for download from time to time on this website.

www.ibapartner.com expressly reserves all copyright and trademark in all documents, information and materials on our website and The Company reserve the right to take action against you if you breach any of these terms.

Any redistribution or reproduction of part or all of the contents in any form is prohibited other than the following: you may print or download to a local hard disk extracts for your personal and non-commercial use only; and you may copy the content to individual third parties for their personal use, but only if you acknowledge the website as the source of the material.

You may not, except with our express written permission, distribute or commercially exploit the content. Nor may you transmit it or store it in any other website or other form of electronic retrieval system.

Whole Agreement

These terms and conditions represent the whole agreement between you and www.ibapartner.com concerning your use and access to our website and your use and access to the documents and information on it. No other term is to be included in this agreement except where it is required to be included by any legislation of the Commonwealth or any State or Territory. All implied terms except those implied by statute and which cannot be expressly excluded are hereby expressly excluded.

Exclusion Of Unenforceable Terms

Where any clause or term above would by any applicable statute be illegal, void, or unenforceable in any State or Territory then such a clause shall not apply in that State or Territory and shall be deemed never to have been included in these terms and conditions in that State or Territory. Such a clause if legal and enforceable in any other State or Territory shall continue to be fully enforceable and part of this agreement in those other States and Territories. The deemed exclusion of any term pursuant to this paragraph shall not affect or modify the full enforceability and construction of the other clauses of these terms and conditions.

Force Majeure

The duties and obligations of the parties hereunder may be suspended upon the occurrence and continuation of any “Event of Force Majeure” which inhibits or prevents performance hereunder, and for a reasonable start-up period thereafter. An Force Majeure Event includes any act, event, non-happening, omission or accident beyond Our reasonable control and includes in particular (without limitation) the following:

  • Strikes, lock-outs or other industrial action;
  • Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
  • Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
  • Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
  • Impossibility of the use of public or private telecommunications networks;
  • The acts, decrees, legislation, regulations or restrictions of any government.

You shall indemnify and hold harmless IBA and all its employees, officers and affiliates from any third-party claims, damages that shall arise from Your infringement of any intellectual property rights, Your breach of these Terms of Use, Your breach of any confidence principle, any defamatory statements that You would have made or the infringement of any other right without limitation whatsoever.

Defamation

It is agreed to the extent permissible by law, that the third party and Client will not defame, disparage, or make false or deceptive allegations against IBA, its associations and/or its nominees, whether to the press, employees, clients, investors or otherwise.

Zero-Tolerance Policy

The Company maintains a strict zero-tolerance policy towards Harassment, Discrimination, or Bullying, Violence, any Threats of Violence, Substance Abuse, Fraud theft, any Unethical conduct Any engagement or involvement in (as specified here) by the client shall be deemed a material breach of their contract and these Terms and Conditions. In such instances, the Company reserves the right to terminate the client contract immediately without any prior notice, and the client shall be liable for any resulting damages or losses incurred by the Company. This policy underscores our commitment to maintaining a safe, respectful, and professional working relationship. During the Term and after termination of the client contract or agreement for any reason whatsoever, the Client expressly undertakes not to do anything that might reasonably be expected to damage the business, interests or reputation of the Company and will not make or publish any disparaging remarks concerning the Company, its representatives, or the Services. Any allegation of defamation and/or actual defamation (both oral and published statements), which causes harm to the Company, will lead to termination of the client contract and/or the agreement and the Company has the right to pursue legal action against the Client. Each of the Parties guarantees that all information which is “Confidential Information” received from the other Party before, during and after the conclusion of these terms and conditions shall remain confidential. Information shall, in any event, be Confidential Information if relates to pricing, discounts, if designated as confidential by either of the Parties or if it is otherwise of a confidential nature. – Confidential Information will not be of a confidential nature if it had already been disclosed to the public at the time it was revealed to the relevant Party.

Jurisdiction

This agreement and this website are subject to the laws of South Australia, Australia. If there is a dispute between you and www.ibapartner.com that results in litigation then you must submit to the jurisdiction of the courts of South Australia.

You hereby consent to and submit to the jurisdiction of South Australia, and any action or suit under this Agreement may be brought to the above-mentioned South Australia jurisdiction over the subject matter established.

Online Payments

General Terms and Conditions for Online Payments

Immigration Business Alliance Partner is not liable for any third-party products and services, unless expressly mentioned in an agreement between the User and Immigration Business Alliance Partner. Immigration Business Alliance Partner has no liability in case of fraud or negligence involved in utilizing the third-party products and services. Immigration Business Alliance Partner assume no liability whatsoever for any monetary or other damage suffered by the User of the Payment Gateway on account of:
  • The delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Payment Gateway and related online payment services in connection thereto; and/or
  • Any interruption or errors in the operation of the Payment Gateway.
The User agrees, understands and confirms that his/her personal data including without limitation details relating to debit card/credit card transmitted over the Internet may be susceptible to misuse, hacking, theft and/or fraud and that Immigration Business Alliance Partner have no control over such matters. Although all reasonable care has been taken towards guarding against unauthorized use of any information transmitted by the User, Immigration Business Alliance Partner does not represent or guarantee that the use of the Payment Gateway and other related online payment services provided by/through it will not result in theft and/or unauthorized use of data over the Internet. Immigration Business Alliance Partner will not be liable, at any time, for any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communications line failure, theft or destruction or unauthorized access to, alteration of, or use of information contained on the Website.

Debit/Credit Card, Bank Account Details 

The User agrees that the debit/credit card details provided by him/her for use of the aforesaid Payment Gateway and other related online payment services must be correct and accurate and that the User shall not use a debit/credit card, that is not lawfully owned by him/her or the use of which is not authorized by the lawful owner thereof. The User further agrees and undertakes to provide correct and valid debit/credit card details. The User may pay his/her Fee(s) to Immigration Business Alliance Partner by using a debit/credit card. The User warrants, agrees and confirms that when he/she initiates a payment transaction and/or issues an online payment instruction and provides his/her card/bank details:
  • The User is fully and lawfully entitled to use such credit /debit card, bank account for such transactions;
  • The User is responsible to ensure that the card/bank account details provided by him/her are accurate;
  • The User is authorizing debit of the nominated card/ bank account for the payment of fees selected by such User along with the applicable Fee(s).
The User is responsible to ensure sufficient credit is available on the nominated card/ bank account at the time of making the payment to permit the payment of the dues payable or the bill(s) selected by the User inclusive of the applicable Fee(s).

Payment Gateway Disclaimer

The Payment Gateway service is provided in order to facilitate access to view and pay Fees online. Immigration Business Alliance Partner do not make any representation of any kind, express or implied, as to the operation of the Payment Gateway other than what is specified in the Website for this purpose. By accepting/agreeing to these Terms and Conditions, the User expressly agrees that his/ her use of the aforesaid online payment services is entirely at own risk and responsibility of the User.

Cancellation Policy

Once the User has paid the Fee(s) through the online Payment Gateway, he/she will not be able to cancel the transaction in any circumstances. No Payment(s) or Fee(s) will be refunded to the User by Immigration Business Alliance Partner.

Payment Refund Policy for Online Payments

Refund for Charge Back Transaction: In the event there is any claim for/of charge back by the User for any reason whatsoever, such User shall immediately approach the third-party product and/or service provider with his/her claim details and claim refund from the third-party product and/or service provider, Such refund (if any) shall be effected only by the third-party product and/or service provider by other means as they deem appropriate. No claims for refund/charge back shall be made by any User to Immigration Business Alliance Partner and in the event such claim is made it shall not be entertained.

Payment Claims:

  1. Payment Claim Period: Monthly business calendar date (usually 30 business days) upon payment claims and/or otherwise agreed specified date.
  2. Payment Date Period: Calendar monthly in arrears.
  3. Disputed Claims Period: Within 2 business days of a Payment Claim.
  4. Disputed Claim Resolution Period: Within 15 days of notification of a disputed claim.
  5. Specified Interest Rate: As defined by the Company with the Client on a case by case basis.
Return and Refunds

Before making a payment to us at Immigration Business Alliance Partner, please review our refund policy below.

Refunds will not be provided in cases where a customer has simply changed their mind about a payment. The Company encourages customers to carefully consider their decisions before making a payment, as all sales are final under these circumstances. This policy ensures fairness and consistency in our business practices. 

If you wish to seek a refund based on exceptional circumstances, the circumstances will be taken into consideration and a refund will be considered on a case-by-case basis.

Refund requests that have been approved will be processed as per the accounting cycle of Immigration Business Alliance Partner and payment made by the same method that you made payment. All refunds are made at the discretion of www.ibapartner.com.

IBA is unable to guarantee the clients the completeness, accuracy of work, complaints and/or payments made to but not limited to, the appropriate authorised Registered Migration Agents (RMA) and/or Australian Immigration Lawyers, Other Agencies and Lawyers for other countries, Business Brokers, Financial Consultants, Certified Accountants, Management Consultants, Real Estate Brokers, Employers, Recruitment Agencies, Government or semi Government bodies, any Authorities, Builders etc. and makes no representations about its suitability for any particular purpose. For further information please read our Disclaimer statement.If you have any questions or comments about our Returns, Refunds and Cancellation Policy as outlined above, you can contact us at:
Immigration Business Alliance Partner
info@ibapartner.com

Client Payment Declaration

The Client hereby authorise F4MG, utilizing payment gateway facilities powered by Immigration Business Alliance, trading as IBA Partner, (Flagship Company/Parent Company-Best Migration Services Global Pty Ltd), and its associates and/or nominees (collectively referred to as the ‘Company’) to employ their nominated third-party online payment gateway provider for processing payments (including but not limited to one-time payments or periodic payments/direct debits) which will be charged to The Client’s debit or credit card based on the agreed payment arrangement for the Company’s fees. The Client acknowledges that the Company may utilize the financial information provided by The Client to the Company and/or the third-party online payment gateway provider for these transactions.

The Company provides no warranty, whether express or implied, regarding the operation of the Payment Gateway beyond the specifications outlined for its intended purpose. The Client explicitly acknowledges that utilizing the online payment service is entirely at The Client’s own risk and discretion. It is The Client’s responsibility to promptly notify the Company of any changes to The Client’s account information and to ensure that adequate funds are available when making one-time payments or when periodic payments/direct debits are scheduled. The Client is aware that failure to meet the obligations of periodic direct debits may result in additional fees and charges (penalties), as stipulated in the Company’s terms and conditions.

The Client acknowledges that the financial information will be processed through the third-party online payment gateway provider, which will charge the debit or credit card for the one-time payments or periodic payments/direct debits as per the agreed Schedule of Fees. The Client understands and agrees that the financial information will be stored with the third-party online payment gateway provider for future transaction reference related to any payment processes conducted through the payment gateway facility.

The Client will be solely responsible if The Client uses a third-party debit or credit card for the payments and the Company will not be responsible or liable in anyway whatsoever for any transactions made through the third-party debit or credit card. The Company, F4MG, its affiliates or employees shall, in no way, be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for loss of profits, goodwill, data or any other intangible losses arising out of or in connection with the access to or usage of the Payment Gateway services.

The Client acknowledges that the Client Payment Declaration is to be read in conjunction with the Company’s terms and conditions mentioned on the Company website. The Client acknowledges and agrees that, once The Client makes a payment using the payment gateway facility mentioned above, including by way of direct debit, that The Client will not be entitled to any refund or reimbursement for such payment under any circumstances whatsoever. The Client acknowledges that if The Client disputes any payments made, that The Client must contact the Company or F4MG directly to lodge any compliant or request any refund. Any refund that The Client is entitled to will be made by the Company or F4MG in accordance with their terms and conditions. The Client agrees not to make any claim against and hereby forever release the Company and F4MG from any claim, action or suit. The Client further agrees not to ask their financial institution to recover any payments made via the payment gateway facilities and hereby indemnify the Company or F4MG against any loss suffered by the Company in the event any payment made via the payment gateway facility is reversed, refunded or recovered in any way.

The Client hereby indemnifies and hold harmless the Company, F4MG and their respective officers, directors and employees, from any claim or demand, or actions. The Company will not be liable for any failures in the external link or for any fraud perpetrated either at the Payment Gateway and/or at any circumstances that could take place during or after the time of making the payment.

By proceeding ahead with the payment process, The Client expressively agrees and provides consent to the entire Terms and Conditions.”

Service Providers and Third Parties Terms and Conditions

The Company does not and will not sell or deal in personal or customer information. The Company may however use in a general sense without any reference to your name, your information to create marketing statistics, identify user demands and assist in meeting customer needs generally. In addition, the Company may use the information that you provide to improve our website and services but not for any other use.

By engaging with any of the services provided on the website by the Service Provider, you agree that the concerned Service Provider is reliant on the information supplied by the client to provide the services and cannot be held responsible for any results for services provided based on such client information. You are liable and fully responsible for any decisions you make based on the services or recommendations and any consequences, which may result.

Any and all information on our website is educational and for information purposes only, intended to assist you. It is not to be construed as business advice and should not substitute professional advice based on your own business or personal circumstances.

The Service Providers are third party brands which are mentioned on the Company’s website. The Service Providers are the ones providing the services like but not limited to, file preparation, state and federal lodgements, other relevant authority lodgement(s), visa application(s) as per current authorities and/or governments, liaison with relevant law firms, authorities and government bodies as required and permitted. The Company does not hold any responsibility for the services that are committed and/or provided to the client. By accepting and agreeing to the Terms and Conditions of IBA Partner (“The Company”), The Client also agrees to have read, understands and accepts the terms & conditions of the Company’s current and future service providers.

Please refer to the terms and conditions of the relevant service providers:

  1. FBP International: https://fbpintl.com/terms-conditions/
  2. Qualifications Australia: https://qualificationsau.com/terms-and-conditions
  3. Future Forward: https://thefuturefwd.com/terms-conditions/
  4. EVisa Australia: https://evisaaustralia.com.au/terms-and-conditions/
  5. Australian Immigration Experts: https://australianimmigrationexperts.com/terms-conditions/
Agents

The company has appointed Agent(s)/Franchise(s), both individual and/or their listed company/companies and/or nominees, the rights to represent the company by providing various services (the “Services”), like but not limited to Immigration, Qualification, Visa Assistance, English Training Consultancy Services, a including but not limited to marketing, sales and consultation, and/or any further services as advised by the company; NOW, THEREFORE, based on above premises and in consideration of the terms and conditions set forth herein, the Agent/Franchise agrees to the following:

OPERATIVE PROVISIONS

Agreement Term

The term of this Agreement shall continue to exist till the duration agreed by the Agent/Franchise and the Company (the “Term”) and/or until termination, from the date of commencement. Each year of the Term, as measured from the date of this Agreement, is a “Contract Year.” It is also agreed that the Company gives the Agent/Franchise the first right of refusal to renew these rights as per the terms & conditions of the agreement, at an agreed fee mutually by the Company and the Agent/Franchise. If the Agent/Franchise agrees to renew its term/subscription, then the Agent/Franchise agrees to pay the renewal no later than 7(seven) days from the date of renewal. 

Purpose

This Agreement is solely for the purpose to ensure understanding and compliance of the Company regarding the rights, obligations, and objectives outlined herein, and/or other related services offered by the Company from time to time.

Payment to be done by the Agent for acquiring and running the Agency/Franchisee.

The Agent/Franchise agrees to pay the Company a non-revocable & nonrefundable payment agreed by the Agent/Franchise and the Company for the agreed Term or Duration. The Company agrees to accept the payments done by the Agent to acquire the Agency/Franchisee rights for the mutually agreed term.

Revenue Share – Commission Structure – Service Fees and Commissions Payable

The Company shall pay the Agent(s)/Franchise(s) a percentage of the gross revenue received by the Company from the sale of services provided by the service providers, starting from the commencement of the Agreement, as mutually agreed upon. Please check the percentages (%) in the relevant type of Agent(s)/Franchise(s) as mentioned below.
All client payments for the Services offered by and through the Agent(s)/Franchise(s) must only be paid directly to the authorized account(s) nominated by the Company. Cash payment from end clients for the Services offered by the Agent/Franchise is an unacceptable mode of payment without prior written approval from the Company.
Disbursements of commissions to the Agent(s)/Franchise(s) is given of the client contract value (ccv) as per the instalments received in actuals. The commission of the current month is given in the following of the next month, by the 10th of that month.

Commitments

Beginning as of the date of this Agreement, the Agent/Franchise agrees as follows: 

Marketing

With respect to advertising of the Services, the Agent(s)/Franchise(s) agrees to consult with the Company and to keep the Company reasonably appraised of its marketing plans and activities. To comply with Company’s then-current customary marketing support policies and practices to the extent that they are reasonable and practicable. The Company shall have the right to suggest such plans. The Company shall exercise its approval rights in a timely and reasonable manner when the Company and/or Service Provider’s LOGO is used.

The Company allows the Agent(s)/Franchise(s) to use its name in their marketing material and advertisements, but with express written approval from the Company every time, via email or WhatsApp, and before the Agent(s)/Franchise(s) publishes or markets its advertisement(s). 
The Agent(s)/Franchise(s) agrees that marketing and information activities formulates an important part of the business activities. It is of essential importance that the Agent(s)/Franchise(s) executes marketing campaigns and activities, which are supposed to be planned and executed by Agent(s)/Franchise(s). With due adherence, the Agent(s)/Franchise(s) shall, arrange publicity in the location(s) and carry out sales promotion activities while complying with the publicity strategy and concepts developed by the Company’s pursuant to its Agency/Franchisee program, if applicable. The Agent(s)/Franchise(s) agrees and is liable for all plans and budgets related for the publicity and sales promotion activities to be carried out during the term period of this agreement. 

Lodgments

The relevant Service Provider(s) will be responsible for the lodgment of all Signed Client applications. Lodgments include but are not limited to:

  1. Visa Application; and
  2. Any other relevant lodgment(s) as per current authorities.

For more information, please refer to Section “Service Providers and Third Parties” of this Terms & Conditions.

Placement

The Agent(s)/Franchise(s) shall exercise in good faith commercially viable efforts and plans to maximize revenue on the sale of the Services.

Reporting

At no cost or expense to the Company, the Agent(s)/Franchise(s) will provide to the Company, electronic access to all the Agent(s)/Franchise(s) information in relation to the Services. For example, weekly summaries in such form as may be reasonably specified by the Company from time to time, of all performance information as to the Agent(s)/Franchise(s) sales of the Services including but not limited to daily sales data and other related report from the Location(s).

Review

At every 90 (ninety) calendar days, the company and the Agent(s)/Franchise(s) shall discuss and/or meet in good faith to review the performance of the Agent(s)/Franchise(s) and the terms of this Agreement. Should no agreement be reached between the company and the Agent(s)/Franchise(s) with respect to adjusting or amending the terms of this Agreement, then-current terms of this Agreement shall remain in full force and effect. 

Public Disclosure

Each party agrees that no press release or public announcement relating to the existence or terms of this Agreement (including within the context of a trade press or other interview or advertisement in any media) shall be issued without the express prior written approval of the other party hereto.

Confidentiality, Secrecy & Intellectual Rights 

Confidential Information-

The Contract Agreement and all other information disclosed by the Company and the Agent(s)/Franchise(s) to each other is confidential and the Company and the Agent(s)/Franchise(s) will ensure that all information remains confidential, except that the Company and the Agent(s)/Franchise(s) may make disclosure to their relevant advisors or as otherwise required by the law.
The Intellectual Property of the Company and the Agent(s)/Franchise(s) prior to entering into this Agreement will remain the Company’s property and will be kept confidential by the Company and the Agent(s)/Franchise(s) from any disclosure to any other person or corporation in any form whatsoever during this Agreement unless with the prior written consent from the disclosing party. Intellectual Property rights includes, but is not limited to; copyright, trademark, design, patent, semiconductor or circuit board layout rights, trade, business or Company names, Service Provider’s names, know-how or other form of confidential information or other proprietary rights, or any rights to registration of such rights where such rights are created specifically in performance of the services and irrespective of whether such rights are created elsewhere.
The Company and the Agent(s)/Franchise(s) acknowledge that the Confidential Information is solely and exclusively the property of the disclosing party. Except as authorized or required by this Agreement, the receiving party shall not use or disclose, to any person or persons or company any Confidential Information, which it obtains or learns during the term of this Agreement. The restrictions contained under this clause shall continue to apply after the termination of this Agreement and/or all future agreements but shall cease to apply to information contained in the public domain.
The Company and the Agent(s)/Franchise(s) agree to retain all said information as confidential and not to use said Information on its own behalf or disclose to any third party. The Company and the Agent(s)/Franchise(s) also agree to exercise reasonable security measures to prevent accidental disclosure.
The duties and obligations of the Company and the Agent(s)/Franchise(s) to maintain the confidentiality of the Confidential Information shall last indefinitely, regardless of any other term of the Agreement and/or Terms and Conditions.   

Intellectual property rights / secrecy  

The intellectual property rights (trademarks, signs, models, designs, etc.) and the rights related to the website, for which Company grants the right of revocable and non-exclusive use to Agent(s)/Franchise(s) under this Agreement, remain the property of Company. Agent(s)/Franchise(s) rights for the IPR granted under this Agreement shall automatically lapse upon termination of the Agreement. Neither during the term of the Agreement nor after its termination, Agent(s)/Franchise(s) will not attempt to claim ownership of such rights and/or arrange registration thereof in its own name.
The Agent(s)/Franchise(s) shall immediately inform the Company if it comes to its attention, that Company’s and/or Service Providers’ intellectual property rights, website and domain name registrations have been infringed by third parties, this applies in case of copying of Company’s and/or Service Provider’s products and trademark infringements. The Agent(s)/Franchise(s) agrees to maintain in confidence and make no use of, except during Agent(s)/Franchise(s) performance herein, all data and information relating to Company’s program and the Products and Services related thereto, including data and information provided by Company on execution of this Agreement (also including information on strategy, sales data, purchasing data). Agent(s)/Franchise(s) obligation herein shall survive in any case termination of Agency/Franchisee rights with respect to any Products and Services herein and the termination of the Agreement whether partially or in its entirety, but shall not apply to the extent that Agent(s)/Franchise(s) is able to demonstrate from its written records that such data or information was already in its possession at the time of disclosure to it, or if such data or information was in the public domain at such time or subsequently became part of the public domain without the fault of the Agent(s)/Franchise(s).

No Right to Use Names

Neither the Agent(s)/Franchise(s) nor their Location(s), shall acquire any right to use the names, nor shall use any copyrights, trademarks, characters or designs owned or controlled by the Company, its Service Providers or any of its Affiliates, including but not limited to:

Name(s) and Logo(s)

F4 Migration Guru, F4-MG, F4MG, FBP International, FBP, Australian Migration and Settlement Experts, Qualifications Australia, QA, Future Forward, FF, Australian Immigration Experts, AIE, Aussie English, E-Visa, and/or anything related but not limited to the Company, its Service Provider(s) and/or Master Franchise(s), even in
the future

alone or in conjunction with other words or names, in any advertising, publicity or promotion, either express or implied, without express written approval from the Company every time, via email or WhatsApp, in each case, and in no case shall any Agent(s)/Franchise(s) and/or their Location(s) advertising, publicity, or promotion, express or imply any endorsement of the same. 

Documents

All documents of any kind furnished pursuant or relating to the business opportunities, the Company, its networks and discussions shall remain the sole property of the Company. The Agent(s)/Franchise(s) shall return all documents and all copies to the Company upon written request demand from the Company, whenever deemed necessary by the Company. The Agent(s)/Franchise(s) will keep all such documents and copies secure and control access to them, while they are in its possession or control.

Non-Circumvention

During the term of the Agreement, all future agreements and after the expiry of all future agreements notwithstanding the cause or reason for the expiry, Agent(s)/Franchise(s) agrees not to directly or indirectly contact, deal with, transact, or otherwise be involved with but not limited to any corporation, partnership, proprietorships, trust, individuals, or any other entities introduced and/or involved with the Company, without prior written consent from the Company.
During the term of the Agreement, all future agreements and after the expiry of all future agreements, notwithstanding the cause or reason for the expiry, Agent(s)/Franchise(s) agrees not to either directly or indirectly, on its own behalf or in the service or on behalf of others, solicit, or attempt to solicit, induce, recruit, partner, encourage or otherwise endeavor to cause or attempt to cause:

  1. Any employee, partner, Service Provider(s), contractor or consultant of the Company.
  2. Any person, Agent(s)/Franchise(s) or entity(s) whose application was and/or is serviced by the Company.
  3. Any person, Agent(s)/Franchise(s) or entity(s) who is or has been a client of the Company prior or during the term of this Agreement.
  4. Any person, Agent(s)/Franchise(s), Service Provider(s), or entity(s), that the Company has targeted and contacted for the purpose of establishing a client-relationship; and
  5. To terminate or reduce its relationship with the Company.

In the event that the Agent(s)/Franchise(s) is contacted by any person or entity(s) that has an existing relationship with the Company, the Agent(s)/Franchise(s) will refer the person or entity(s) back to the Company, both verbally and in writing to the Company. 

Non-Competition

For good and valuable consideration the receipt of which is hereby acknowledged, Agent(s)/Franchise(s) agrees not to compete with the business of the Company and its successors directly or indirectly.
The Agent(s)/Franchise(s) shall not own, manage, operate, consult, or be employed in a business substantially like, or competitive with, the present business of the Company or such other business activity in which the Company may substantially engage during the term of this Agreement and future agreements. This clause shall be in full force and effect during the period of this Agreement and for 2 (two) years following the termination of this Agreement, notwithstanding the cause or reason for termination.

Company’s Representations and Warranties

The Company represents and warrants that:

  1. There is no broker, finder or intermediary involved in connection with the negotiations and discussions incident to the execution of the Agreement, and no broker, finder, Agents or intermediary who might be entitled to a fee, commission or any other payment upon the consummation of the transactions contemplated by this Agreement.
  2. This Agreement has been duly executed and delivered and constitutes the legal, valid and binding obligation of the Agent(s)/Franchise(s) enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereinafter in effect, affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; and
  3. The execution, delivery and performance of this Agreement does not, and will not, violate any provisions of the Company and the Agent(s)/Franchise(s) counties’ articles or certificates of incorporation and bylaws, or any contract or other Agreement to which Company and the Agent(s)/Franchise(s) is a party.
  4. The Agent(s)/Franchise(s) is liable to immediately notify the Company if / when there is any change of ownership / partnership / share control within its Business to further execute this agreement and will be subject to the Company’s agreement on same.
  5. The Agent(s)/Franchise(s) shall not have the right to assign the Agreement and/or contract, or any of its rights and privileges hereunder to any other person, firm or corporation, or a subsidiary or affiliate, without Company’s prior consent, and the Agent(s)/Franchise(s) shall be liable for any obligations accruing hereunder after the effective date of such assignment; provided the assignee shall expressly assume and agree to perform obligations under the Agreement and/or Contract and is reasonably capable of performing them.
  6. This Agreement has been entered into by the Company in reliance upon and in consideration of the personal skills and qualifications of the Agent(s)/Franchise(s) and the trust and confidence reposed in the Agent(s)/Franchise(s) or, in the case of a corporate or partnership Agency/Franchisee, the principal officers or partners thereof who will actively and substantially participate in the ownership and operation of the Agency/Franchisee as contemplated by the Agreement. Therefore, neither the Company’s interest in this Agreement nor any of its rights or privileges hereunder shall be assigned or transferred, voluntarily or involuntarily, in whole or in part, by operation of law or otherwise, in any manner, without the prior written approval of the Company. The Company may impose any reasonable condition(s) to the granting of its consent to such assignment.
  7. The Agent(s)/Franchise(s) shall not in any event have the right to pledge, encumber, charge, hypothecate or otherwise give any third party a security interest in this Agreement in any manner whatsoever without the express prior written permission of the Company, which permission may be withheld for any reason whatsoever in Company’s sole subjective judgment.

Force Majeure

The duties and obligations of the parties hereunder may be suspended upon the occurrence and continuation of any “Event of Force Majeure” which inhibits or prevents performance hereunder, and for a reasonable start-up period thereafter. An “Event of Force Majeure” shall mean any act, cause, contingency or circumstance beyond the reasonable control of such party (whether or not reasonably foreseeable), including, without limitation, to the extent beyond the reasonable control of such party, any governmental action, nationalization, expropriation, confiscation, seizure, allocation, embargo, prohibition of import or export of goods or products, regulation, order or restriction (whether foreign, federal or state), war (whether or not declared), civil commotion, disobedience or unrest, insurrection, public strike, riot or revolution, lack or shortage of, or inability to obtain, any labor, machinery, materials, fuel, supplies or equipment from normal sources of supply, strike, work stoppage or slowdown, lockout or other labor dispute, fire, flood, earthquake, drought or other natural calamity, weather or damage or destruction to plants and/or equipment, commandeering of vessels or other carriers, resulting from acts of God, or any other accident, condition, cause, contingency or circumstances including death (without limitation, acts of God). Neither party shall, in any manner whatsoever, be liable or otherwise responsible for any delay or default in, or failure of, performance resulting from or arising out of or in connection with any Event of Force Majeure and no such delay, default in, or failure of, performance shall constitute a breach by either party hereunder. As soon as reasonably possible following the occurrence of an Event of Force Majeure, the affected party shall notify the other party, in writing, as to the date and nature of such Event of Force Majeure and the effects of same.

Indemnification

Each party (the “Indemnifying Party”) shall indemnify and hold the other party and its Affiliates and their respective employees, officers, Franchisee, Agency, Agent(s), attorneys, stockholders and directors, and their respective permitted successors, licensees and assigns (the “Indemnified Party(ies)”) harmless from and against (and shall pay as incurred) any and all claims, proceedings, actions, damages, costs, expenses and other liabilities and losses (whether under a theory of strict liability, or otherwise) of whatsoever kind or nature (“Claim(s)”) incurred by, or threatened, imposed or filed against, any Indemnified Party (including, without limitation, (a) actual and reasonable costs of defense, which shall include without limitation court costs and reasonable attorney and other reasonable expert and reasonable third party fees; and (b) to the extent permitted by Law, any fines, penalties and forfeitures) in connection with any proceedings against an Indemnified Party caused by any breach (or, with respect to third party claims only, alleged breach) by the Indemnifying Party of any representation, term, warranty or agreement hereunder. Neither party shall settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened Claim in respect of which the Indemnified Party is entitled to indemnification hereunder (whether or not the Indemnified Party is a party thereto), without the prior written consent of the other party hereto; provided, however, that the Indemnifying Party shall be entitled to settle any claim without the written consent of the Indemnified Party so long as such settlement only involves the payment of money by the Indemnifying Party and in no way affects any rights of the Indemnified Party.

Remedies

No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and except as otherwise expressly provided for herein, each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise and no provision hereof shall be construed so as to limit any party’s available remedies in the event of a breach by the other Party hereto. The election of any one or more of such remedies by any of the parties hereto shall not constitute a waiver by such party of the right to pursue any other available remedies.

Parties Bound

Upon accepting the Terms and Conditions, this Agreement shall be binding upon Agent(s)/Franchise(s) and their heirs, successors, associates, affiliates, and assigns. The Agent(s)/Franchise(s) shall take all reasonable steps to ensure that his/her employees, agents, representatives, officers, independent contractors, shareholders, principals and other third parties abide by the provisions of this Agreement.

Relationship

The Company shall not be liable for any Agent(s)/Franchise(s) commitments or liabilities resulting from execution of this Agreement and future agreements.

Assignment

The Agent(s)/Franchise(s) cannot assign its rights and obligations under this Agreement and all future agreements to any other party(s), without prior written consent from the Company.

Conflict of Interest

The Agent(s)/Franchise(s) warrants that before entering into this Agreement it has disclosed to the Company all past, current and anticipated interests of the Agent(s)/Franchise(s), which may conflict with or restrict the Agent(s)/Franchise(s) in performing the services fairly and independently.

Term and Termination

The Agreement shall continue to be in existence until terminated. 
This Agreement can be terminated by the Company with immediate effect on the occurrence of any one of the following events:

  1. Upon the cessation of business of the Agent(s)/Franchise(s).
  2. The Agent(s)/Franchise(s) commits any breach of any clause of the Agreement; or for any other reason(s) agreed by the Company and the Agent(s)/Franchise(s).
  3. Upon Non-Performance, i.e. not generating clients as per agreed by the Agent(s)/Franchise(s).
  4. The Agent(s)/Franchise(s) has a failure in any payments that are committed as per the agreement.
  5. NON-DISCLOSURE of any change of Agency or Franchisee program / Agency or Franchisee ownership / partnership / share control within the Business done without approval of the Company.

Once this agreement is terminated, the Agent(s)/Franchise(s) will have no rights over the Agency(s)/Franchisee(s) and will have no right to represent the Company in any form or manner and will hand over all the Company credentials and marketing activities back to the Company in good faith. The Company will have all right to cease all marketing and promotional materials including but not limited to CRM access, websites, forms, payment gateway facilities, SMM pages etc. Upon return of all the Company property and detailed hand over, The Company agrees to fulfill all financial commitments to Agent(s)/Franchise(s) up until date of termination of this Agreement, again upon a complete handover of all their existing signed and prospective clients to the Company.

Defamation 

It is agreed to the extent permissible by law, that the Agent(s)/Franchise(s) will not defame, disparage, or make false or deceptive or any allegations, or any sort of communication about or against the Company and/or its Service Provider(s), its associations and/or its nominees to anyone, whether to, but not limited to the press, media, social media, employees, clients, investors, any government authority(s) or otherwise. In doing so the Company will have all right to pursue legal action against the people who do so and will be fully responsible for all damages to the Company including but not limited to legal fees, court charges, opportunity loss and/or any losses incurred by the Company in doing so.

Miscellaneous

  1. The Agreement, embodies the entire understanding of the parties with respect to the subject matter hereof and may not be altered, amended, or otherwise modified except by an instrument in writing executed by both parties.
  2. The headings in this Agreement are for convenience of reference only and shall not have any substantive effect.
  3. All rights and remedies granted to the parties hereunder are cumulative and are in addition to any other rights or remedies that the parties may have at law or in equity.
  4. Should any non-material provision of the Agreement be held to be void, invalid or inoperative, as a matter of law the remaining provisions hereof shall not be affected and shall continue in effect as though such unenforceable provision(s) have been deleted here-from.
  5. Unless otherwise indicated, all monetary amounts referenced herein shall refer to and be paid in the currency specified in the Schedule of Fees of the Client Contract and/or as specified.
  6. If the Company will refund any service charges and/or fees to a Signed Client, the Agent(s)/Franchise(s) does not have any of the right to retain its share of service charges for its time, consultancy services and/or work performed and carried out. 
  7. No waiver of any right under or breach of the Agreement shall be effective unless it is in writing and signed by the party to be charged.
  8. None of the provisions of the Agreement is intended for the benefit of or shall be enforceable by any third parties.
  9. All rights to the Agent(s)/Franchise(s) will be passed on once the Agent(s)/Franchise(s) completely pay/renew the Agency/Franchisee fees to the Company.
  10. This Terms & Conditions:
  • is the entire agreement and understanding for the Agent(s)/Franchise(s) on everything connected with the subject matter of this Agreement; and
  • supersedes any prior agreement or understanding on anything connected with these subject matters.

Severability

If anything in this Agreement is unenforceable, illegal or void then it is severed, and the rest of this Agreement remains in force.

Notices

All notices shall be in writing and either personally delivered or sent by transmittal by electronic means such as email, and able to be received by the party intended to receive the notice, to the parties at the following address:

Company Email Address:
email: info@ibapartner.com

Master Franchise

OPERATIVE PROVISIONS

Exclusivity

In these terms and conditions, which is also the Agreement, is solely for the purposes of having the Master Franchise(s) (“MF”) rights exclusively in the region assigned by the Company, for but not limited to Immigration, Qualification, Visa Assistance, English Training Consultancy Services and/or other related services offered by the Company from time to time.  The Company shall not operate and/or grant another MF to anyone in the same region as long as this agreement is in effect and valid.

Payment to be done by the Master Franchisee for acquiring and running the MF

The Master Franchise agrees to pay the Company a non-revocable & non-refundable Franchisee Fees as agreed between the Company and the MF. The Company agrees to accept the above-mentioned payments done by the Master Franchise to acquire the Franchise rights for the duration agreed between the Company and the MF.

Deal Summary:

Franchise Deal Summary

Location(s)

Country/Region as agreed between the Company and the MF.

Franchise Fees

As agreed by the Company and the MF.

Franchise Commission

As mentioned below

Office Area (Required)

Min. 800 to 1,000 sq.ft.

Agreement Terms

As agreed by the Company and the MF.

Renewal Terms

As agreed by the Company and the MF.

Revenue Share – Commission Structure – Service Fees and Commissions Payable

The Company shall remit to the MF a percentage of the signed services as per below:

  1. 40% of revenue on all Direct Sales from Client Contract Value (the “CCV”) that the Company may receive from the direct clients of the MF.
  2. 40% of revenue on Documentation add-ons and up sales, for all Clients signed directly by the MF, that the Company may receive from the direct clients of the MF.
  3. 15% of revenue on all Indirect Sales from the CCV and the Documentation add-ons and up sales, for all Clients signed by the relevant Agent(s) and/or Franchise(s) appointed by the Company like but not limited to Sales Agent(s), Outsourcing Sales Agent(s) and Sub Franchise(s) in the MF region.

Note: All Authority(s) and all government fees are paid by the client as per actuals. The revenue share is only paid to the MF as per the above points only on the CCV and add-on and up sales fees and NOT on any kind or type of Authority fees, government fees, taxes, administrative charges, payment gateway charges, surcharges and any other relevant service charges of a total of 10% may also apply. 

Services Provided by the Company

  The Company shall provide the following services to the Master Franchise:

  1. Technical strategies and visa pathways and/or orientation on all the services facilitated by the Company.
  2. Technical Training
  3. Access to training portal for knowledge transfer and updates.
  4. Setting up, Creating, Configuring the IT Infrastructure for the Business of MF.
  5. Exclusive Base in MF REGION as agreed.
  6. Creation of all relevant Social Media pages like Facebook, Instagram, LinkedIn
  7. Google Business Page Setup
  8. Google Search Console for SEO tracking
  9. Google Analytics to monitor Traffic.
  10. Google Tag Manager
  11. Google AdWords for paid campaign and keyword research
  12. Usage of Domain name (www.f4-mg.com)
  13. MF REGION micro-website
  14. Listing on the Company and the F4MG website
  15. Landing pages for marketing
  16. Access to sales and documentation CRM
  17. Web forms API integration with Sales CRM
  18. Website and Landing Page SSL security
  19. Website and landing page Hosting facility and configuration
  20. Email Setup for social media
  21. Business Email Accounts
  22. Business Email Signature Setup
  23. Dropbox configuration and setup
  24. Shutter Stock Images and Video access
  25. Any other Immigration software and CRMs as deemed necessary.
  26. Government Authority and Licensing
  27. Certificate of Association.
  28. Access to Intellectual Property and relevant Credentials.
  29. Access to Advertising/Marketing Plan Strategy & Templates, Corporate stationery designs, and access to the promotional and client testimonial videos of the Company. Please note that the usage of logos, as per verbiage and terminology, is only permitted with advice and permission of the Company Management. All designs and content should be approved by the Company’s Marketing Team.
  30. Access to Government and Investment Projects to Business and Investors as applicable
  31. Full End-to-End Services from Visa Applications, Settlement Services and other services facilitated by the Company’s Service Providers.
  32. Access and first right of refusal to any new products/services launched by the Company.
  33. Access and first right of refusal to all/any projects brought in by the Company.
  34. Supervising and guiding the MF for all the sales, marketing, and documentation related matters of the Direct and Indirect Clients.
  35. Oversee that the Service Provider(s) handle all file preparations, liaison with the relevant authorities and government officials, case flows, and lodge applications with the relevant Authority(s)/Government bodies of all Direct and Indirect Clients in a timely manner.
  36. 90(ninety) days handholding and training to the MF team and ongoing support and help till the term of the agreement.
  37. The Company reserves the right to amend the Terms and Conditions at any time without prior notice.

Services Provided by the Master Franchise

The Master Franchise will provide to the best of its capacities, the following services:

  1. Local Media and Digital Marketing, seminars, generating leads and consulting the prospective client on all and any new services introduced by the Company, getting them to sign up the client, collect and send the basic required documentation as per the checklist to the Company.
  2. Upon signing the client, the MF agrees to send the sales documentation in one email to the Documentation team and/or Service Provider within 2days of the client paying their fees.
    1. Payment receipt of the client
    2. Resume/CV of the client
    3. Color Passport Copy of the client
    4. Resume/CV of the client’s dependent above 18
    5. Color Passport Copy of the client’s dependent above 18
    6. Any relevant document required.
  3. Once the Master Franchise’s client does the payment to the Company’s Trust Account, and upon confirmation from the Company, the MF will then sign the contract with the client directly and the MF will proceed with the documentation process directly with client in accordance to the check lists provided by the Company’s Service Provider(s). The Master Franchise shall not engage with any sort of commercial contractual agreements with their clients separately without the knowledge of the Company.
  4. All client payments are to be received only in the name of the nominated authorized account of the Company, online via Debit/ Credit Card and/or bank transfers. The Master Franchisee is not permitted to receive any monetary payment in any form like but not limited to, in cash or in any other company name, from the client(s), without prior written approval of the Company.
  5. The Master Franchise shall conduct all communication and correspondence with the Company at its own cost.
  6. The Master Franchisee will represent the Company’s interests in the Location(s) of MF. The Master Franchisee will report to the Company on a calendar month basis about the business and marketing plans and revenue projections.
  7. The MF agrees to take over and absorb all existing costs, monthly and/or annual expenses including but not limited to the MF Business license/registration renewal and related fees, rent of premises, Internet, telephone expenses, electricity charges, other utility charges and salaries and incentives to existing local staff of MF and any other operational expansions and/or any other offices that are opened by MF.
  8. The MF agrees and understands to provide a minimum of 20 to 25 clients per month to the Company, for any services provided by the Company’s Service Providers. Meeting this requirement will ensure that the MF license remains active and is not subject to cancellation.

Note: Please refer to  https://f4-mg.com/terms-conditions/ for F4MG (MF) Terms and Conditions.

SUB FRANCHISE

OPERATIVE PROVISIONS

Payment to be done by the Franchise for acquiring and running the Agency.

The Franchise agrees to pay the Company a non-revocable & non-refundable Agency Fees as agreed between the Company and the Sub Franchise (“SF”). The Company agrees to accept the above-mentioned payments done by the Sub Franchise to acquire the Franchisee rights for the duration agreed between the Company and the Sub Franchise.

Deal Summary

Franchise Deal Summary

Location(s)

Region as agreed between the Company and the Sub Franchise.

Franchise Fees

As agreed by the Company and the Sub Franchise.

Franchise Commission

As mentioned below

Office Area (Required)

Min. 300 to 500 sq.ft.

Agreement Terms

As agreed by the Company and the Sub Franchise.

Renewal Terms

As agreed by the Company and the Sub Franchise.

Revenue Share – Revenue Structure – on Service Fees 

The Company shall remit to the Franchise a percentage of the gross revenue received by the Company for the services, of the service providers, that are sold on and/or from the commencement of the Agreement as stated below:

  1. The Franchisee shall receive 25% of Client Contract Fees of the services sold of FBP International (the “Client Contract”) that the Company receives from the direct clients.
  2. The Franchisee shall receive 25% of Client Contract Fees of the services sold by Australian Immigration Expert (AIE) (the “Client Contract”) that the Company receives from the direct clients.
  3. The Franchisee shall receive 25% of Client Contract Fees of the services sold of Future Forward (the “Client Contract”) that the Company receives from the direct clients.
  4. The Franchisee shall receive 25% of Client Contract Fees of the services sold of e-visa Australia (the “Client Contract”) that the Company receives from the direct clients.
  5. The Franchisee shall receive 25% of Client Contract Fees of the services sold of Aussie English (the “Client Contract”) that the Company receives from the direct clients.
  6. The Franchisee shall receive 25% of Admission Fees of the services sold of Qualifications Australia that the Company receives from the direct clients.

Note: All Authority(s) and all government fees are paid by the client as per actuals. The revenue share is only paid to the SF as per the above points only on the CCV fees and NOT on any kind or type of Authority fees, government fees, taxes, administrative charges, payment gateway charges, surcharges and any other relevant service charges of a total of 10% may also apply. 

Services Provided by the Company

The Company shall provide the following:

  1. Technical strategies and visa pathways and/or orientation on all the services facilitated by the Company.
  2. Technical Training
  3. Sub Franchise micro website with web forms and payment gateway integration.
  4. Access to training portal for knowledge transfer and updates.
  5. Assisting the IT Infrastructure for the Business of SF.
  6. Listing on the Company and the F4MG website
  7. Landing pages for marketing
  8. Certificate of Association.
  9. Access to Intellectual Property and relevant Credentials.
  10. Access to Advertising/Marketing Plan Strategy & Templates, Corporate stationery designs, and access to the promotional and client testimonial videos of the Company. Please note that the usage of logos, as per verbiage and terminology, is only permitted with advice and permission of the Company Management. All designs and content should be approved by the Company’s Marketing Team.
  11. Full End-to-End Services from Visa Applications, Settlement Services and other services facilitated by the Company’s Service Providers.
  12. Access and first right of refusal to any new products/services launched by the Company.
  13. Access and first right of refusal to all/any projects brought in by the Company.
  14. Supervising and guiding the SF for all the sales, marketing, and documentation related matters of the Direct and Indirect Clients.
  15. Oversee that the Service Provider(s) handle all file preparations, liaison with the relevant authorities and government officials, case flows, and lodge applications with the relevant Authority(s)/Government bodies of all Direct and Indirect Clients in a timely manner.
  16. 30(thirty) days handholding and training to the SF team and ongoing support and help till the term of the agreement.
  17. The Company reserves the right to amend the Terms and Conditions at any time without prior notice.

Services Provided by the Sub Franchise

The SF will provide to the best of its capacities, on behalf of the company, the following services:

The Sub Franchise will provide to the best of its capacities, the following services:

  1. Local Media and Digital Marketing, seminars, generating leads and consulting the prospective client on all and any new services introduced by the Company, getting them to sign up the client, collect and send the basic required documentation as per the checklist to the Company.
  2. Upon signing the client, the Sub Franchise agrees to send the documentation in one email to the Master Franchise (MF) within 2 days of the client paying their fees.
    1. Payment receipt of the client
    2. Resume/CV of the client
    3. Color Passport Copy of the client
    4. Resume/CV of the client’s dependent above 18
    5. Color Passport Copy of the client’s dependent above 18
  3. Once the SF’s  client does the payment to the Company’s Trust Account, and upon confirmation from the Company, the MF will then sign the contract with the client directly and the MF will proceed with the documentation process directly with client in accordance to the check lists provided by the Company’s Service Provider(s). The SF shall not engage with any sort of commercial contractual agreements with their clients separately without the knowledge of the Company.
  4. All client payments are to be received only in the name of the nominated authorized account of the Company, online via Debit/ Credit Card and/or bank transfers. The SF is not permitted to receive any monetary payment in any form like but not limited to, in cash or in any other company name, from the client(s), without prior written approval of the Company.
  5. The SF shall conduct all communication and correspondence with the Master Franchise and the Company at its own cost.
  6. The SF will represent the Company’s and its associates’ interests in the Location(s) of the Sub Franchise. The Sub Franchisee will report to the Master Franchise on a calendar month basis about the business and marketing plans and revenue projections. 
  7. The SF agrees to take over and absorb all existing costs, monthly and/or annual expenses including but not limited to the SF business license/registration renewal and related fees, rent of premises, Internet, telephone expenses, electricity charges, other utility charges and salaries and incentives to existing local staff of the SF and any other operational expansions and/or any other offices that are opened by the SF.
  8. The SF agrees and understands to provide a minimum of 2 to 5 clients per month to the Company, for any services provided by the Company’s Service Providers. Meeting this requirement will ensure that the SF license remains active and is not subject to cancellation.
OUTSOURCING Sales Agent

OPERATIVE PROVISIONS

Payment to be done by the Sales Agent for acquiring and running the Agency.

The Outsourcing Sales Agent agrees to pay the Company a non-revocable & non-refundable Agency Fees as agreed between the Company and the Outsourcing Sales Agent(“OSA”). The Company agrees to accept the above-mentioned payments done by the Outsourcing Sales Agent to acquire the Agency rights for the duration agreed between the Company and the Outsourcing Sales Agent.

Revenue Share – Discount Structure – on Service Fees 

The Company shall provide a percentage of discount to the Outsourcing Sales Agent on the gross revenue received by the Company for the services, of the service providers, that are sold on and/or from the commencement of the Agreement as stated below: 

  1. The Outsourcing Sales Agent shall receive 10% discount on Client Contract Fees of the services sold of FBP International (the “Client Contract”) that the Company receives from the direct clients.
  2. The Outsourcing Sales Agent shall receive 10% discount on Client Contract Fees of the services sold by Australian Immigration Expert (AIE) (the “Client Contract”) that the Company receives from the direct clients.
  3. The Outsourcing Sales Agent shall receive 10% discount on Client Contract Fees of the services sold of Future Forward (the “Client Contract”) that the Company receives from the direct clients.
  4. The Outsourcing Sales Agent shall receive 10% discount on Client Contract Fees of the services sold of e-visa Australia (the “Client Contract”) that the Company receives from the direct clients.
  5. The Outsourcing Sales Agent shall receive 10% discount on Client Contract Fees of the services sold of Aussie English (the “Client Contract”) that the Company receives from the direct clients.
  6. The Outsourcing Sales Agent shall receive 10% discount on Admission Fees of the services sold of Qualifications Australia that the Company receives from the direct clients.

Note: All Authority(s) and all government fees are paid by the client as per actuals. The discount is only given to the Outsourcing Sales Agent(s) as per the above points only on the CCV fees and NOT on any kind or type of Authority fees, government fees, taxes, administrative charges, payment gateway charges, surcharges and any other relevant service charges of a total of 10% may also apply.

Services Provided by the Company

The company shall provide the following:

  1. Technical strategies and visa pathways and/or orientation on all the services facilitated by the Company.
  2. Technical Training
  3. Access to training portal for knowledge transfer and updates.
  4. Listing on the Company website
  5. Individual Landing Page with Personalised Enquiry Form
  6. Certificate of Association.
  7. Access to Intellectual Property and relevant Credentials.
  8. Access to Advertising/Marketing Plan Strategy & Templates, Corporate stationery designs, and access to the promotional and client testimonial videos of the Company. Please note that the usage of logos, as per verbiage and terminology, is only permitted with advice and permission of the Company Management. All designs and content should be approved by the Company’s Marketing Team.
  9. Full End-to-End Services from Visa Applications, Settlement Services and other services facilitated by the Company’s Service Providers 
  10. Access and first right of refusal to any new products/services launched by the Company.
  11. Access and first right of refusal to all/any projects brought in by the Company.
  12. Oversee that the Service Provider(s) handle all file preparations, liaison with the relevant authorities and government officials, case flows, and lodge applications with the relevant Authority(s)/Government bodies of all Direct and Indirect Clients in a timely manner.
  13. The Company reserves the right to amend the Terms and Conditions at any time without prior notice.

Services Provided by the Outsourcing Sales Agents

The Agent will provide to the best of its capacities, on behalf of the company, the following services:

The Outsourcing Sales Agent(s) will provide to the best of its capacities, the following services:

  1. Local Media and Digital Marketing, seminars, generating leads and consulting the prospective client on all and any new services introduced by the company, getting them to sign up the client, collect and send the basic required documentation as per the checklist to the company.
  2. The Outsourcing Sales Agent(s) will be solely responsible for submitting all the required documents on behalf of his/her Signed Client.
  3. The Outsourcing Sales Agent(s) will solely bear and absorb all costs in relation to Advertisements and Marketing of all kinds, dedicated Phone lines and fast Internet connection dedicated to this business.
  4. Upon signing a client, the Outsourcing Sales Agent(s) agree to send the sales documentation in one email to the company within 2 days of the client paying their fees.
    1. Payment receipt of the client
    2. Resume/CV of the client
    3. Color Passport Copy of the client
    4. Resume/CV of the client’s dependent above 18
    5. Color Passport Copy of the client’s dependent above 18
  5. Outsourcing Sales Agent(s) will be responsible for all the documentation collection and processing of the Signed Clients and Company and/or its Service Providers, Master Franchises will not be interacting directly with the Outsourcing Sales Agent’s Signed Clients.
  6. Outsourcing Sales Agents cannot use the name/logo/brand of Lawyers, RMAs or Service Providers without the written permission from company.
  7. Outsourcing Sales Agent(s) is strictly prohibited from utilising the logos of the Company, Service Providers and/or its Associates. The logos may only be used if accompanied by the verbiage “in association with.” Any unauthorised use of the logos without this specific verbiage is considered a breach of the Terms and Conditions.
  8. The Outsourcing Sales Agent(s) agrees and understands to provide a minimum of 2 to 5 clients per month to the Company, for any services provided by the Company’s Service Providers. Meeting this requirement will ensure that the SF license remains active and is not subject to cancellation.
Sales Agent

OPERATIVE PROVISIONS

Payment to be done by the Sales Agent for acquiring and running the Agency.

The Sales Agent agrees to pay the Company a non-revocable & non-refundable Agency Fees as agreed between the Company and the Sales Agent (“SA”). The Company agrees to accept the above-mentioned payments done by the Sales Agent to acquire the Agency rights for the duration agreed between the Company and the Sales Agent.

Revenue Share – Commission Structure – Service Fees and Commissions Payable 

The Company shall remit to the Sales Agent a percentage of the gross revenue received by the Company for the services, of the service providers, that are sold on and/or from the commencement of the Agreement as stated below: 

  1. The Sales Agent shall receive 10% of Client Contract Fees of the services sold of FBP International (the “Client Contract”) that the Company receives from the direct clients.
  2. The Sales Agent shall receive 10% of Client Contract Fees of the services sold by Australian Immigration Expert (AIE) (the “Client Contract”) that the Company receives from the direct clients.
  3. The Sales Agent shall receive 10% of Client Contract Fees of the services sold of Future Forward (the “Client Contract”) that the Company receives from the direct clients.
  4. The Sales Agent shall receive 10% of Client Contract Fees of the services sold of e-visa Australia (the “Client Contract”) that the Company receives from the direct clients.
  5. The Sales Agent shall receive 10% of Client Contract Fees of the services sold of Aussie English (the “Client Contract”) that the Company receives from the direct clients.
  6. The Sales Agent shall receive 10% of Admission Fees of the services sold of Qualifications Australia that the Company receives from the direct clients.

Note: All Authority(s) and all government fees are paid by the client as per actuals. The revenue share is only paid to the Sales Agent(s) as per the above points only on the CCV fees and NOT on any kind or type of Authority fees, government fees, taxes, administrative charges, payment gateway charges, surcharges and any other relevant service charges of a total of 10% may also apply.

Services Provided by Company

The company shall provide the following:

  1. Technical strategies and visa pathways and/or orientation on all the services facilitated by the Company.
  2. Technical Training
  3. Access to training portal for knowledge transfer and updates.
  4. Listing on the Company website
  5. Individual Landing Page with Personalised Enquiry Form.
  6. Personalised Payment Gateway Facility.
  7. Certificate of Association.
  8. Access to Intellectual Property and relevant Credentials.
  9. Access to Advertising/Marketing Plan Strategy & Templates, Corporate stationery designs, and access to the promotional and client testimonial videos of the Company. Please note that the usage of logos, as per verbiage and terminology, is only permitted with advice and permission of the Company Management. All designs and content should be approved by the Company’s Marketing Team.
  10. Full End-to-End Services from Visa Applications, Settlement Services and other services facilitated by the Company’s Service Providers.
  11. Access and first right of refusal to any new products/services launched by the Company.
  12. Access and first right of refusal to all/any projects brought in by the Company.
  13. Oversee that the Service Provider(s) handle all file preparations, liaison with the relevant authorities and government officials, case flows, and lodge applications with the relevant Authority(s)/Government bodies of all Direct and Indirect Clients in a timely manner.

Services Provided by the Agents

The Agent will provide to the best of its capacities, on behalf of the company, the following services:

  1. Local Media and Digital Marketing, seminars, generating leads and consulting the prospective client on all and any new services introduced by the company, getting them to sign up the client, collect and send the basic required documentation as per the checklist to the company.
  2. The Sales Agent will be solely responsible for submitting all the required documents on behalf of his/her Signed Client. 
  3. Upon signing the client, the Sales Agent agree to send the sales documentation in one email to the Company within 2 days of the client paying their fees.
    1. Payment receipt of the client
    2. Resume/CV of the client
    3. Color Passport Copy of the client
    4. Resume/CV of the client’s dependent above 18
    5. Color Passport Copy of the client’s dependent above 18
  4. Once the SA’s client does the payment to the Company’s Trust Account, and upon confirmation from the Company, the MF will then sign the contract with the client directly and the MF will proceed with the documentation process directly with client in accordance to the check lists provided by the Company’s Service Provider(s). The SA shall not engage with any sort of commercial contractual agreements with their clients separately without the knowledge of the Company.
  5. All client payments are to be received only in the name of the nominated authorized account of the Company, online via Debit/ Credit Card and/or bank transfers. The SA is not permitted to receive any monetary payment in any form like but not limited to, in cash or in any other company name, from the client(s), without prior written approval of the Company.
  6. The SA shall conduct all communication and correspondence with the Master Franchise and the Company at its own cost.
  7. The SA will represent the Company’s and its associates’ interests. The SA will report to the Master Franchise on a calendar month basis about the business and marketing plans and revenue projections. 
  8. The SA agrees to take over and absorb all existing costs, monthly and/or annual expenses including but not limited to the SA business license/registration renewal and related fees, rent of premises, Internet, telephone expenses, electricity charges, other utility charges and salaries and incentives to existing local staff of the SA and any other operational expansions and/or any other offices that are opened by the SA.
  9. The SA agrees and understands to provide a minimum of 2 to 5 clients per month to the Company, for any services provided by the Company’s Service Providers. Meeting this requirement will ensure that the SA license remains active and is not subject to cancellation.