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IBA Aggregator/Supplier (ICT Supply Agreement)

Online Payments

Service Providers and Third Parties Terms and Conditions

Agents

RECITALS

The Supplier is engaged in the business of providing computer software solutions, including but not limited to:
1. A platform designed for the preparation and submission of visa applications for various countries,
2. A platform for servicing visa applicants across different countries, as well as offering related support services.
The Recipient wishes to receive supplies of the deliverables and associated support services from the Supplier upon and subject to the provisions of this Agreement.

PROVISIONS

RECIPIENT AGREES:

1. INTERPRETATION

1.1 Capitalised Definitions

Meanings apply to capitalised terms used in this Agreement as specified in this provision, unless the context otherwise requires:

“Acceptance Criteria” means the criteria to be applied in the performance of any Acceptance Test, as specified under the caption Acceptance Criteria in schedule 1 (Supply Specification);

“Acceptance Notification Period” means the period specified under the caption Acceptance Notification Period in schedule 1 (Supply Specification);

“Acceptance Period” means the period for performance by the Recipient of any Acceptance Test in relation to any Supply Deliverables following delivery by the Supplier to the Recipient, as specified under the caption Acceptance Period in schedule 1 (Supply Specification), or any other period agreed at any time by the Supplier and the Recipient;

“Acceptance Test” means any test to be performed by the Recipient in relation to any Supply Deliverables following delivery by the Supplier to the Recipient, as specified under the caption Acceptance Tests in schedule 1 (Supply Specification);

“Deliverable Modification” means any modification, alteration or variation to any Supply Deliverable by:

the Supplier at the request of the Recipient; or
with the prior written consent of the Supplier, the Recipient or any third person;

“Delivery Period” means the period following execution of this Agreement for delivery of the Supply Deliverables, as specified under the caption Delivery Period in schedule 1 (Supply Specification);

“Extra Supply” means any extra, additional or supplementary supply by the Supplier to the Recipient at any time of any goods or services under any provision of this Agreement;

“Initial Supply Period” means the period commencing on the Supply Commencement Date and ending on the Initial Termination Date;

“Initial Termination Date” refers to the date agreed upon by both parties as the initial date on which the agreement may be terminated, as specified in the contract.

“Modified Deliverable” means any Supply Deliverable subject to any Deliverable Modification affected in compliance with this Agreement;

“Payment Claim” means any written claim made, or to be made, by the Supplier to the Recipient requiring any Supply Payment under clause 4 (Supply Payment);

“Payment Date” means the due date for payment of any Supply Payment by the Recipient to the Supplier under clause 4 (Supply Payment), being:

in relation to any Supply Charge, the payment date or dates specified in relation to the Supply Charge under the caption Supply Charge Payment; and
in relation to any Service Charge, the last day of the period of days following the Supply Date of the Support Service for which that Service Charge is due, specified under the caption Payment Date Period, in schedule 2 (Supply Payment);

“Performance Site” means any business premises of the Recipient, as specified under the caption Performance Site in schedule 3 (Supply Performance);

“Recipient” shall refer to any individual, agent, employee, or entity who accesses, reviews, or otherwise engages with the terms and conditions herein

“Recipient Agent” means:

the Recipient;
any employee or agent employed or engaged by the Recipient; and
any director, secretary or chief or senior executive officer of the Recipient;

“Service Charge” in relation to any Support Service, means any amount calculated at the Service Charge Rate applicable to that Support Service, as specified under the caption Service Charges in schedule 2 (Supply Payment);

“Service Charge Rate” in relation to any Support Service, means:

any price, fee, rate, charge or cost specified under the caption Service Charges in schedule 2 (Supply Payment) for that Support Service; or
if not specified, chargeable at any reasonable standard or current rate by the Supplier at any time for the supply of equivalent services or goods in the normal performance of business activity;

“Specification Document” means:

any agreement or document specified under the caption Specification Documents in schedule 1 (Supply Specification); and
any other agreement or document agreed at any time by the parties to be a specification document for the purposes of this Agreement;

“Specified Deliverable” means any goods or services specified under the caption Specified Deliverables in schedule 1 (Supply Specification);

“Specified Equipment” means any equipment specified under the caption Specified Equipment in schedule 1 (Supply Specification);

“Specified Information” means any confidential information held by, or connected with, the Supplier, as specified under the caption Specified Information in schedule 3 (Supply Performance);

“Specified Rate” means interest at any rate specified under the caption Specified Interest Rate in schedule 2 (Supply Payment);

“Specified Service” means any service or goods supplied, or to be supplied, by way of maintenance, support, assistance or training relating to any Supply Deliverable, as specified under the caption Specified Services in schedule 1 (Supply Specification);

“Supplier Agent” means:

the Supplier;
any related entity or associate entity of the Supplier;
any employee or agent employed or engaged by the Supplier or any related entity or associate entity of the Supplier; and
any director, secretary or chief or senior executive officer of the Supplier or any related entity or associate entity of the Supplier;

“Supplier Direction” means any lawful direction, regulation or requirement of the Supplier relating to the performance of this Agreement, as notified in writing at any time by the Supplier to the Recipient;

“Supplier Information” means:

any confidential information comprising Specified Information;
any other confidential information which at any time is in the knowledge or possession of the Supplier relating to any business activity of the Supplier disclosed by any Supplier Agent to, or otherwise obtained or received by, any Recipient Agent; and
the fact of the creation of this Agreement or any present or future provision of or action under this Agreement;

“Supply Charge” in relation to any Supply Deliverable, means the lump sum amount, or periodic amount, including any amount payable upon extension of the Supply Period under clause 2.4 (Supply Period Extension), as specified under the caption Supply Charge Payment in schedule 2 (Supply Payment) as the price, fee, rate, charge or cost for that Supply Deliverable;

“Supply Commencement Date” means the date of acceptance of the Terms & Condition by the Recipient

“Supply Contract Document” means each of:

this Agreement; and
each Specification Document;

“Supply Date” means:

in relation to any Supply Deliverable, the date of delivery of actual possession of that Supply Deliverable by the Supplier to the Recipient; and
in relation to any Support Service, the date of actual performance of that Support Service by the Supplier;

“Supply Deliverable” means:

any Specified Deliverable;
any Modified Deliverable; and
any goods or services supplied, or to be supplied, at any time under this Agreement by the Supplier in compliance with any Supply Variation in effect at that time;

“Supply Documentation” means:

any Specification Document; and
any other document containing information or instructions relating to the use and operation of the Supply Deliverables;

“Supply Licence Area” means the area specified under the caption Supply Licence Area in schedule 1 (Supply Specification);

“Supply Payment” in relation to any Supply Service, means the consideration for the supply by the Supplier of that Supply Service, including:

the Supply Charge; and
the Service Charge,

in each case as varied at any time under any provision of this Agreement or any other agreement between the parties;

“Supply Period” means:

the Initial Supply Period; and
that period as extended at any time under clause 2.4 (Supply Period Extension);

“Supply Purpose” means the purpose specified under the caption Supply Purpose in schedule 1 (Supply Specification);

“Supply Service” means:

any Supply Deliverables; and
any Support Service;

“Supply Specification” means any written specification for the supply of goods or services to be supplied by the Supplier to the Recipient under this Agreement, comprising:

schedule 1 (Supply Specification);
any Supply Documentation; and
any Supply Variation;

“Supply Termination Date” means the later of:

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

“Supply Variation” means any variation or addition to or deletion of any Specified Deliverable, Modified Deliverable or Specified Service, or any variation or addition to or deletion of any previous variation, addition or deletion, under any provision of this Agreement;

“Support Service” means:

any Specified Service;
any Extra Supply; and
any service or goods supplied, or to be supplied, at any time under this Agreement in compliance with any Supply Variation in effect at that time; and

“Warranty Period” means the period of 90 days commencing on the date of this Agreement.

1.2 Dictionary Definitions

Meanings apply to words and expressions used in this Agreement as specified in clause 23 (Dictionary), unless the context otherwise requires.

1.3 Interpretational Rules

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

(headings): headings and subheadings are for convenience only and do not affect interpretation;
(plurality): words denoting the singular number include the plural, and the converse also applies;
(gender): words denoting any gender include all genders;
(variants): a defined word or expression has corresponding effect in relation to its other grammatical forms;
(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;
(amendments): any reference to any agreement or document includes that agreement or document as amended, ratified, supplemented, novated or replaced at any time;
(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;
(legislation): any reference to any legislation includes a reference to that legislation as amended, reenacted, consolidated or replaced at any time;
(inclusions): the words “include”, “including”, “for example”, and similar expressions are used without limitation;
(components): any reference to any whole or collective item includes any part of that item;
(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
(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.

1.4 Performance

Any action required to be performed under any provision of this Agreement on or before a day which is not a business day must be performed on or before the immediately following business day.

2. SERVICES SUPPLY

2.1 Supply and Acceptance

The Supplier must perform and the Recipient must accept the Supply Services during the Supply Period for the Supply Payment upon and subject to the provisions of this Agreement.

2.2 Contractual Relationship

(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.
(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.
(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.
(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

(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.
(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.
(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.
(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.
(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.
(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:

(initial equipment): the Supply Deliverables;
(modified equipment): any Modified Deliverables;
(support services): the Specified Services; and
(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

(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.

(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:

(supply deliverables): the Supply Charge for any Supply Deliverables; and
(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

(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.
(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).
(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.
(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.
(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

(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.
(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.
(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.
(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.
(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

(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”).
(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.
(Consultation): Each party must promptly consult and cooperate with the other party to resolve any disputed claim.
(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).
(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

(GST inclusive pricing): Any Supply Payment calculated under this Agreement is GST inclusive.
(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.
(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.
(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.
(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.
(Legal compliance): Each party must at any time comply with any GST law in performing this Agreement.
(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.

(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:

(contract): this Agreement; and
(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

(Recipient request): The Supplier must perform the Support Services upon request at any time by the Recipient or otherwise as specified in this Agreement.
(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).
(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:

(access): full and safe access to any Performance Site, including any necessary security clearance;
(facilities): facilities, services and accessories;
(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
(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

(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.
(Supplier investigation): The Supplier must promptly investigate any notified defect.
(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.
(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

(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).
(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

(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.
(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.
(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).

(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

(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.
(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:

(summary): a written summary of any Acceptance Test; and
(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:

(acceptance): accepted delivery of any Supply Deliverables, in the event of satisfactory completion of any Acceptance Test; or
(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:

(original delivery): notifies the Supplier that the Recipient has accepted the Supply Deliverables in compliance with this provision;
(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;
(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
(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:

(codes): the source code and object code; and

(upgrades): any modification, update or new release, of any Supply Deliverable.

7. SUPPLY VARIATION

7.1 Performance Variation

(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.

(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

(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.
(Variation details): The party proposing any variation must specify details of the variation in the variation notice.
(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.
(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.
(Consultation): Each party must reasonably consult with and cooperate with the other party to resolve and adopt any variation proposal by mutual agreement.
(Variation document): Any variation agreed under this provision must be effected by a variation document created and executed by the parties.
(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

(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.\
(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.
(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.
(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.
(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:

(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;
(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;
(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;
(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
(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:

(use responsibility): the Recipient has sole and exclusive liability for the use, supervision, management, control and security of the Supply Deliverables; and
(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:

(non-reliance): the Recipient has not relied upon any representation or warranty by the Supplier; and
(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:

(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
(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:

(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;
(possession): possess and use any Supply Deliverables to the exclusion of any other person;
(location): use the Supply Deliverables only at the Performance Site;
(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;
(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;
(protection): protect the Supply Deliverables from misuse, damage, destruction, loss or unauthorised use of any nature or description;
(records): keep accurate records of any use, copying, modification or disclosure of the Supply Deliverables;
(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;
(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
(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:

(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);
(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);
(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;
(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;
(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;
(document copies): copy or reproduce any Supply Documentation, except in compliance with this Agreement;
(deliverables copies): copy, reproduce, alter or modify, or merge with any other software, any Supply Deliverables;
(reverse engineering): reverse compile or assemble any Supply Deliverables;
(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

(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:

(recipient source): created, developed or derived from the Supplier Information; or
(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:

(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;
(performance use): not use the confidential information for any purpose, except where strictly necessary for the performance of its liability under this Agreement; and
(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:

(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;
(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;
(third party access): subsequently comes lawfully into the possession of the recipient party from a third party;
(legal process): is required by compulsion of law to be disclosed to a third party; or

(future information): in relation to the Recipient, is subject to clause 11 (Intellectual Property).

13. TERMINATION

13.1 Voluntary Termination

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.
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:

(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;

(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;
(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;
(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;
(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;
(administration): the appointment of any administrator of the Recipient;
(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;
(debt arrangement): the creation by the Recipient of any debt arrangement with its creditors generally or any class of creditors; or
(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:

(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
(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:

(continuing liability): affect any provision of this Agreement expressed to operate or have effect after termination; or
(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

(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.
(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.

(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:

(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

(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

(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.
(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.
(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.
(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:

(interpretation): this Agreement or its interpretation;
(rights): any right or liability of any party under this Agreement; or
(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

(Litigation restriction): A party must not commence legal action, unless that party has complied with this provision.
(Dispute notification): A party claiming that a dispute has arisen must notify the other party specifying details of the dispute.
(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.
(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.
(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.
(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.
(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:

(documentation): the negotiation, preparation, execution, performance, amendment or registration of, or any consent given or made; and
(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:

(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;
(subcontracts): create any subcontract with any Supplier Agent relating to the performance of all or any Supply Services; or
(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:

(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
(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

(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.
(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.
(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.

23. 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:

is true, accurate, complete and up-to-date in all respects; and
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:

is a member, shareholder or director;
holds any marketable securities; or
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:

as a principal or on its own account;
in partnership, joint venture or association with any other person;
as an agent for any other person;
as a secured party or holder of any guarantee in relation to, or person making any credit advance to, any other person;
as a trustee of or beneficiary or unitholder under any trust; or
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;

“company” includes any company, 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:

corporate or business development and expansion plan or strategy;
corporate or business structure;
financial, taxation and accounting matters;
any relationship or arrangement with any agent;
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;
source and object codes;
business, financial and marketing plans, forecasts and projections;
customer information, customer lists and customer information proprietary to customers;
agreements and arrangements with third parties, whether legally enforceable or otherwise; and
computer software and set-up, configuration and data files of computer software;

“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:

for the execution, performance, validity, enforceability, priority effectiveness or transfer; or
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:

any default, breach, non-performance, non-compliance with or repudiation;
any fraud, breach of duty, or other prejudicial action, neglect, delay or omission; or
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 Commonwealth of Australia 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:

moneys borrowed or raised;
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:

any act of God, peril of the sea or unavoidable accident of navigation;
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;
fire, flood, storm, cyclone, lightning strike, earthquake or landslide;
explosion, epidemic, quarantine, radiation or radioactive contamination;
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
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:

being, or stating that that person is, an insolvent under administration or insolvent, within the meaning of the Corporations Act 2001;
being in liquidation;
having any asset in the possession or control of any secured party resulting from any default by that person;
being taken to have failed to comply with any statutory demand, within the meaning of section 459F(1) of the Corporations Act 2001;
being subject to or affected by any fact specified in section 459C(2) or section 585 of the Corporations Act 2001;
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
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:

any patent, trade mark, service mark or design;
any copyright, including any future copyright or analogous or similar right;
any utility model, eligible layout right or plant variety right;
any business, trade or commercial name or designation, brand name, domain name, logo, symbol, source indication or origin appellation;
any confidential information;
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;
any division or extension of, or analogous right to, any previous item;
any legal action relating to any previous item;
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;
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
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;

“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:

any statute, enactment, ordinance, code or other legislation;
any order, regulation, rule, by-law, proclamation, or statutory instrument made or issued under that legislation;
any section or provision of that legislation within any previous meaning; and
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:

any debenture, stock, share, option, bond or promissory note created or issued by any company or governmental agency;
any interest in a managed investment scheme as defined in the Corporations Act 2001, including any interest in a unit trust;
any interest or share in a partnership or joint venture; or
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:

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;
.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
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:

any security interest within the meaning of, and as defined in, the Personal Property Securities Act 2009;
any mortgage, charge, pledge, lien, trust or power created or conferred in relation to any asset;
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
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:

a body corporate, means a subsidiary within the meaning of Division 6 of Part 1.2 of the Corporations Act 2001;
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
a body corporate or subtrust 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;

“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

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

SCHEDULE 1: SUPPLY SPECIFICATION

Part A – Specification Documents

Not Applicable

Part B – Specified Deliverables

The deliverables will be the suppliers’ services which the Recipient will agree upon by accepting the terms of the contract.

Part C – Specified Services

Not Applicable

Part D – Specified Equipment

Not Applicable

Part E – Supply Licence Area

South Australia

Part F – Supply Purpose

The purpose of assisting the Recipient provide the services facilitated by the service providers to its clients and customers.

Part G – Supply Delivery

Delivery Period

The intended date for the Supply delivery period will be the term for which the Recipient proposes the tenure for the Supply services, also till the termination of the agreement by the Supplier and/or till the end of subscription.

Acceptance Tests

The Recipient will use the Supply Deliverables immediately upon delivery.

Acceptance Criteria

The Supply Deliverables will be deemed to be accepted by the Recipient if the Supply Deliverables function as intended.

Acceptance Period

Within 12 hours of delivery of the Supply Deliverables.

Acceptance Notification Period

Within 24 hours of the end of the Acceptance Period.

SCHEDULE 2: SUPPLY PAYMENT

Part A – Supply Charges

Supply Charge Payment

Payment made in any denomination amount shall be payable by the date specified and agreed upon by both parties or unless otherwise specified. In addition, a specified percentage of the total fees owed by each client paid to the Recipient.

Delivery and Installation Costs

Applicable as per the Supply Cost and other inclusive cost as mentioned on the Supplier’s platform.

Extension Period Payments

An extension fee will be payable by Recipient immediately upon each acceptance by the Supplier of any extension request by the Recipient under clause 2.4 (Supply Period Extension).

The amount of the extension fees has to be paid per month, and is payable in by the 1st week of each month during the Supply Period after the Initial Supply Period, and/or increased amount notified by the Supplier as its then current supply charge rate.

Part B – Service Charges

The Service Charges payable as per the updated fees structure at the time of signing the contract and/or upon renewal, unless otherwise stated by the Supplier.

Part C – Payment Claims

1 Payment Claim Period

Monthly business calendar date (usually 30 business days) upon payment claim 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

Not Applicable

SCHEDULE 3: SUPPLY PERFORMANCE

Part A – Performance Site

Cloud based.

Part B – Performance Criteria

Not applicable

Part C – Specified Information

Any specific information which is confidential to the Supplier and which must be kept confidential by the Recipient.

Part D – Force Majeure Period

90 days

Part E – Variation Response Period

30 days

AGREEMENT ACCEPTANCE CLAUSE:

By accessing or using the Supplier’s Services and the Platform, you agree to be bound by the terms and conditions outlined in this document. Your use of the Supplier Services and the Platform constitutes your acceptance of these terms, and you acknowledge that you have read, understood, and agree to be bound by the terms and conditions set forth herein.

If you do not agree to these terms, please refrain from using the Supplier’s Services and/or Platform.

Amendment of Terms
Preparatory
Limitation of Liability
Links to Other Websites
Disclaimer
Your Privacy
Disclosure Of Information
Exclusion Of Competitors
Copyright, Trademark And Restrictions Of Use
Whole Agreement
Exclusion Of Unenforceable Terms
Force Majeure
Defamation
Jurisdiction

AMENDMENT OF TERMS

We reserve 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. We will endeavour to highlight any significant or substantive changes to you where possible. If you choose to use our website then we 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 we ensure 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 we 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 we 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 we 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. We are making a ‘recommendation’ only and are not providing any advice nor do we take any responsibility for any advice received in this regard.

DISCLAIMER

IBA Partners acts as an aggregator for Immigration Business Setup & ICT technical platform. The information is provided by IBA Partners and while we endeavour to keep the information up to date, ensure the accuracy and correctness, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the aggregator platform or the information, products, services, or related graphics contained on the Website for any purpose. Any reliance you place on such information is therefore strictly at your own risk. In no event, IBA Partner will not be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of this aggregator platform. Please note that neither IBA Partner nor an RMA, an Australian Immigration Lawyer, Service Providers and/or any Franchise, cannot claim or guarantee a positive outcome, or that they have special relations with the government that will in any way, influence the outcome of the applications.

YOUR PRIVACY

We are committed to protecting your privacy and use the information collected about you to maximise the services that we provide to you. We respect the privacy and confidentiality of the information provided by the user and adhere to the Privacy Principles. You, the user, may change your details at any time by advising us in writing via email. Information we receive 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 we 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.

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 we 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.

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.

Return and Refunds

www.ibapartner.com handles returns and processes refunds in accordance with the Australian Consumer Protection legislation.

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. We encourage 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, Business Brokers, Financial Consultants, Certified Accountants, Management Consultants, Real Estate Brokers, 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

I hereby authorise IBA Partner, utilising 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 my debit or credit card based on the agreed payment arrangement for the Company’s fees. I acknowledge that the Company may utilise the financial information provided by me 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. I explicitly acknowledge that utilising the aforementioned online payment service is entirely at my own risk and discretion. It is my responsibility to promptly notify the Company of any changes to my account information and to ensure that adequate funds are available when making one-time payments or when periodic payments/direct debits are scheduled. I am 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.

I acknowledge 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. I understand and agree 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.

I will be solely responsible if I use a third-party debit or credit card for the payments and the Company will not be responsible or liable in any way whatsoever for any transactions made through the third-party debit or credit card. The Company, 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.

I acknowledge that the Client Payment Declaration is to be read in conjunction with the Company’s terms and conditions mentioned on the Company website. I acknowledge and agree that, once I make a payment using the payment gateway facility mentioned above, including by way of direct debit, that I will not be entitled to any refund or reimbursement for such payment under any circumstances whatsoever. I acknowledge that if I dispute any payments made, that I must contact IBA Partner directly to lodge a complaint or request any refund. Any refund that I am entitled to will be made by IBA Partner in accordance with their terms and conditions. I agree not to make any claim against and hereby forever release the Company from any claim, action or suit. I further agree not to ask my financial institution to recover any payments made via the payment gateway facilities and hereby indemnify the Company 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.

I hereby indemnify and hold harmless the Company 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, I expressly agree and provide my consent to the above mentioned Terms and Conditions.

Introduction
1. Purpose: These terms and conditions outline the rules governing your access to and use of the Website(s). By using the Website(s), you agree to be bound by these terms.
2. Acceptance: Your use of the Website(s) constitutes your acceptance of these terms and conditions without modification. If you do not agree to these terms, you are prohibited from using the Website(s).
3. Amendments: We may revise these terms and conditions from time to time. Any changes to these terms will be effective upon posting on the Website(s). Your continued use of the Website(s) after the effective date of any changes constitutes your acceptance of those changes.
Definitions
1. Website(s): Includes but not limited to the following referred sites such as: ibapartner.com, fbpintl.com, qualificationsau.com, thefuturefwd.com, evisaaustralia.com.au, australianimmigrationexperts.com, its partners, and any related subdomains or mobile applications.
Services
1. The Website(s) provides [list of services, e.g., online marketplace, social networking, content sharing, etc.]. The specific services offered may vary over time and may be subject to change without notice.
2. We reserve the right to modify or discontinue any of the services provided on the Website(s) at any time, without prior notice
User Accounts
1. To access certain features of the Website(s), you may be required to create a user account. You will be responsible for providing accurate and up-to-date information when creating your account.
2. You are responsible for maintaining the confidentiality of your account information, including your password. You agree not to share your account information with any third party. If you suspect that your account has been compromised, you must notify us immediately.
Intellectual Property
1. The Website(s) and its content, including but not limited to text, graphics, logos, images, and software, are the property of IBA Partner and its associates are protected by copyright and other intellectual property laws.
2. You may not use the Website(s) or its content for any commercial purpose without our prior written consent. You may not reproduce, modify, distribute, or publicly display any content from the Website(s) without our express permission.
User Conduct
1. You agree to use the Website(s) in a manner that complies with all applicable laws and regulations. This includes, but is not limited to, refraining from using the Website(s) to harass, threaten, or abuse others; posting or transmitting any harmful, illegal, or offensive content; or engaging in any activity that could disrupt or interfere with the operation of the Website(s).
2. You may not use the Website(s) to impersonate any person or entity, or to falsely represent your affiliation with any person or entity. You may not collect or attempt to collect personal information about other users of the Website(s).
3. Posting or transmitting any content that is obscene, vulgar, pornographic, profane, or indecent
4. Engaging in any activity that is discriminatory, hateful, or abusive
5. Impersonating any person or entity
6. Collecting or attempting to collect personal information about other users
7. Using automated scripts or bots to access or interact with the Website
8. Engaging in any activity that could disrupt or interfere with the operation of the Website(s)
Third-Party Content
1. The Website(s) may contain links to third-party Website(s)s. We do not control or endorse these Website(s)s and are not responsible for their content or practices.
2. You acknowledge and agree that you may be subject to the terms and conditions of these third-party Website(s)s. We encourage you to review the terms and conditions of any third-party websites you visit.
Disclaimer of Warranties
1. The Website(s) and its content are provided on an “as is” basis, without warranties of any kind. We make no representations or warranties about the accuracy, completeness, reliability, suitability, or availability of the information contained on the Website(s).
2. We shall not be liable for any direct, indirect, incidental, consequential, special, or punitive damages arising out of or in any way connected with your use of the Website(s). This includes, but is not limited to, damages for loss of profits, loss of data, or interruption of business.
3. We make no warranties or representations about the accuracy, completeness, reliability, suitability, or availability of the information contained on the Website.
4. We shall not be liable for any errors, omissions, or inaccuracies in the Website or its content.
5. We shall not be liable for any loss or damage, including but not limited to loss of profits, loss of data, or interruption of business, arising from your use of the Website or its content.
Limitation of Liability
1. Our liability to you shall not exceed the total amount paid by you for the services provided by the Website(s).
2. We shall not be liable for any indirect, incidental, consequential, special, or punitive damages, even if we have been advised of the possibility of such damages.
Indemnification
1. You agree to indemnify and hold us harmless from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with your use of the Website(s) or violation of these terms and conditions.
Termination
1. We may terminate your access to the Website(s) or your account at any time, for any reason, without prior notice.
2. Upon termination, you will no longer have access to the Website(s) or any of its services.
Governing Law
1. These terms and conditions shall be governed by and construed in accordance with the laws of its jurisdiction of its incorporation or registration. Any disputes arising out of or in connection with these terms shall be subject to the exclusive jurisdiction of the courts.
Changes
1. We may revise these terms and conditions from time to time. Any changes to these terms will be effective upon posting on the Website(s). Your continued use of the Website(s) after the effective date of any changes constitutes your acceptance of those changes.
2. If you do not agree to the revised terms, please contact us.

By Agreeing Terms and Conditions of IBA Partner, You also agree to accept the terms & conditions of IBA’s service providers (current and future).

Please refer the terms and conditions of the service providers:

FBP International: https://fbpintl.com/terms-conditions/
Qualifications Australia: https://qualificationsau.com/terms-and-conditions
Future Forward: https://thefuturefwd.com/terms-conditions/
EVisa Australia: https://evisaaustralia.com.au/terms-and-conditions/

Australian Immigration Experts: https://australianimmigrationexperts.com/terms-conditions/

Master Franchise

The Company has designated the Master Franchise, and its region, and/or their affiliated company and/or designated representatives, as the entity entrusted with the rights of the MF, for the provision of the Services (the “Services”) listed under the Company. These services encompass, but are not limited to, marketing, sales and consultation, documentation collection, upsell services, and any additional services as directed by the Company, specifically tailored for the Location(s) of the MF; NOW, THEREFORE, based on these considerations and in acknowledgment of the covenants and agreements outlined herein, with the mutual intent to be legally bound, the Parties hereby agree as follows:

OPERATIVE PROVISIONS

Agreement Term

1. The term of this Agreement shall continue to exist for 60(sixty) months (the “Term”) and/or until termination, commencing on the day of signing. 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 Master Franchisor the first right of refusal to renew these rights as per the terms & conditions of the agreement, for another 5 years, at an agreed fee decided by the Company. It is agreed by both parties that the confirmation for the renewal of this agreement is mutually done on and before 6(six) months from termination of this agreement. The renewal will be an additional Amended Contract to this agreement. But if the parties do not come to any mutual confirmation by the 6(six) months, then the Company has all rights to take over the MF.

Purpose and Exclusivity

1. This is the terms and conditions and also known as the Agreement, is solely for the purposes of having the MF rights exclusively in its region, for Migration Consultancy Services, and/or other related services offered by the Company from time to time. For so long as this Agreement shall remain in effect other than the Master Franchisee, Company shall not operate or grant the MF to anyone in the same region.

Payment

1. Payment is to be done by the Master Franchisor for acquiring and running its region.
2. Master Franchisor agrees to pay the Company non-revocable & non refundable amount and a tax as applicable for the rights of the MF in its region for 5(five) years as mentioned in point 1 of this agreement. The Company agrees to accept the above mentioned payments done by Master Franchisor to acquire the MF rights for 5(five) years in the agreed amount plus fees paid in full upon signing.
3. Once Master Franchisor achieves an agreed amount of revenue, in a maximum period of 12 months, and pays the Company its balance dues. The Master Franchisor also agrees to discuss with the Company a new set of goals and targets and also agrees to Remunerate the Company for helping in receiving the new set of targets. These targets and remuneration to the Company will be mutually decided by Master Franchisor and the Company undersigned after ‘para 3, clause 3.1 point 3’ of this agreement is fulfilled.

Administrative and marketing support fees

1. Master Franchisor, upon signing this agreement, agrees to pay the Company the Yearly Subscription and Licensing Fees as mentioned in the signed contract.
2. The Yearly Subscription and Licence Fees shown in the table above are payable annually on or before the yearly due dates or in advance by Master Franchisor for the rights of the MF and to keep the digital subscription and business going. Failure to pay the yearly subscription Fees on or before the due date, then the Company at its discretion will cancel the MF subscription and the MF License. Master Franchisor acknowledges that the Yearly Subscription and Licence Fees are non-refundable. The Fees are subject to review and change on mutual consent at any time in the absolute discretion of the Company. A review of the above fees will be done after Year 3 on renewal. These fees above are paid as per the date mentioned and including but not limited to continuous sales and documentation staff support, CRMs yearly access, website server and payment gateway facilities, CRM integration form facilities, new software and developments as available, Immigration software, dropbox membership, business emails, new migration updates from both state and federal authorities, new updates on other immigration services and products as available.

5 Revenue Share – Commission Structure – Service Fees and Commissions Payable

5.1 Master Franchisor will start receiving the revenue share per Client contract value, once the MF’s payment to the Company is completed as per ‘para 3 clause 3.1’ of this Agreement. The Company shall remit to the MF a percentage of the signed services as per below:

40% of revenue on all Direct Sales from Client Contract (the “Client Contract”) that the Company may receive from the direct clients, on and/or from the date agreed.
40% of revenue on Documentation Up sales for all New Clients that have signed up on and/or from the date agreed, that the Company may receive.
15% of revenue on all Indirect Sales from Client Contract and the Documentation Up sales of all the clients that have signed up on and/or from the date agreed, brought in by all Sales Agents in MF region.
15% of revenue on Documentation Up sales of all the Existing Clients as Listed in Annexure A for reference, that have signed up before the date agreed upon, that the Company may receive from a client.
QA earnings will be as per QA agency guidelines.

5.2 All client payments for the Services offered by and through the MF must only be paid directly to the authorised online account(s) nominated by the Company. Cash payment from clients for the Services offered by the MF is an unacceptable mode of payment without prior written approval from the Company.

5.3 Disbursements of commissions to the MF 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 month, by the 10th of that month. The MF will provide an invoice to the accounts department of the Company by the 3rd day of each calendar month for the Company to make the commission payment in a timely manner.

6 Services Provided by the Company

6.1 The Company shall provide the following:

Migration technical strategies and visa pathways orientation
Technical Training
Access to Corporate stationery designs, promotional and client testimonial videos.
Setting up, Creating, Configuring the IT Infrastructure for the Business of MF.
Exclusive Base in REGION
Detailed MF REGION website
SMM Pages with good social reach and followers on Facebook
2 Offices in Business Centre inclusive of all furniture and all utilities
Sales CRM with more than 1000 REGION leads untouched
Social Media Management Platforms and Accounts
Google Business Page Setup
Google Search Console for SEO tracking
Google Analytics to monitor Traffic
Google Tag Manager
Google AdWords for paid campaign and keyword research
Usage of Domain name (www.f4-mg.com)
Website and Landing Pages
Web forms API integration with Sales CRM
Website and Landing Page SSL security
Website and landing page Hosting facility and configuration
Email Setup for social media
Business Email Accounts
Business Email Signature Setup
Dropbox configuration and setup for staff and clients
Documentation CRM setup and configuration
ANZSCO Software Setup
ShutterStock Images and Video access
Any other Immigration software and CRMs as deemed necessary
Government Authority and Licensing
Exclusive Access to Intellectual Property and Credentials

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
Access to Government and Investment Projects to Business and Investors as applicable
Full End-to-End Services from Visa Applications to Settlement Services.
Migration technical strategies and visa pathways orientation presentation and training
Access and first right of refusal to any new products/services launched by the Company.
Access and first right of refusal to all/any projects brought in by the Company.

Advertising/Marketing Plan Strategy & Templates, Corporate stationery designs, and access to the promotional and client testimonial videos
Supervising the MF for all the sales, marketing, and documentation related matters of the Direct and Indirect Clients.
Company will take over all file prep, lodgments, liaison with the authorities, case flows, of all Direct and Indirect Clients.
6 months training to Master Franchisor and ongoing support and help till the term of this agreement.
Well Trained Staff which includes:

o 1 x Documentation Officer

o 1 x Sales staff (to be hired)

o 2 x Sales Consultants

o 1 x Digital Marketing Executive

o Digital Marketing Team

7 Services Provided by the MF

7.1 The MF will provide to the best of its capacities, on behalf of the Company, the following services:

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 required documentation as per the checklist to the company.
Upon signing the client, the MF agrees 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
The MF shall not engage with any commercial contractual agreements with the clients separately without the knowledge of the Company. Once the MF’s client does the payment to the company, the Company will sign the contract with the client directly and then send the client back to the MF for the documentation process.
All client payments are to be received only in the name of the Company or its nominated authorised account from the end client via Debit/ Credit Card. The MF 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.
The MF shall conduct all communication and correspondence with the Company at its own cost.
The MF will represent the Company’s interests in the Location(s) of the MF. The MF will report to the Company on a calendar month basis about the business and marketing plans and revenue projections.
Master Franchisor agrees to take over and absorb all existing costs, monthly and/or annual expenses including but not limited to the MF business licence/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 MF and any other operational expansions and/or any other offices that are opened by Master Franchisor.
Follow Sales & Documentation Protocols of the Company
Master Franchisor agrees to the Marketing and Expansion Plan with MF as below:
1. Additional Staff within the next 3-6 months from the date of starting.
  1. Sales Consultants for LOCATION and other MF Locations,
  2. Sales & Customer Service as and how the business grows and as advised by the Company
2. Start a new sales satellite office in LOCATION, within the next 4 months from the date of starting.
3. Start a new sales satellite office in LOCATION within the next 6-9 months from the date of starting.
4. Start a new sales satellite office in LOCATION within the next 12-18 months from the date of starting.
5. Additional Marketing Budget to promote (MF) operations as and when required.

Master Franchisor shall construct, equip, open and continue to operate, and procure, screen, qualify, train and assist Sub-franchisees to construct, equip, open and operate, within the REGION, not less than the cumulative number, in the manner and within each of the time periods within the Agreement term and specified therein (the “Performance Obligation”)
Each Franchise opened within the REGION shall be the subject of a separate agreement. In the case of MF makes franchises in REGION, the MF and Franchisee shall enter into a Franchise agreement procured, qualified, trained and assisted by MF pursuant hereto, MF and such third-party Sub-franchisees shall enter into a Sub-franchise Agreement.

8 Commitments

Beginning as of the date of this Agreement, the MF agrees as follows:

8.1 Marketing

With respect to advertising of the Services, the MF 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 LOGO is used.

The Company allows the MF 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 MF publishes or markets its advertisement(s).

8.2 Lodgments

The Company will be responsible for the lodgment of all Signed Client applications. Lodgments include but are not limited to:

Skills Assessment;
Expression of Interest (‘EOI’);
State Sponsorship;
Visa Application; and
Any other relevant lodgment(s) as per current authorities.

8.3 Placement

The MF shall exercise in good faith commercially viable efforts and plans to maximise revenue on the sale of the Services.

9 Reporting

9.1 At no cost or expense to the Company, the MF will provide to the Company, electronic access to all the MF’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 MF’s sales of the Services including but not limited to daily sales data and daily Revenue from the Location(s).

10 Review

10.1 Within 180 (one hundred and eighty) calendar days at the end of each Contract Year, the Parties shall discuss and/or meet in good faith to review the terms of this Agreement. Should no agreement be reached between the two Parties with respect to adjusting or amending the terms of this Agreement, then-current terms of this Agreement shall remain in full force and effect.

11 Public Disclosure

11.1 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.

12 Confidentiality, Secrecy & Intellectual Rights

Confidential Information

12.1 This Agreement and all other information disclosed by the Company and the MF to each other is confidential and the Company and the MF will ensure that all information remains confidential, except that the Company and the MF may make disclosure to their relevant advisors or as otherwise required by the law.

12.2 The Intellectual Property of the Company and the MF prior to entering into this Agreement will remain the Company’s property and will be kept confidential by the Company and the MF 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, trade mark, design, patent, semiconductor or circuit board layout rights, trade, business or company 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.

12.3 The Company and the MF acknowledge that the Confidential Information is solely and exclusively the property of the disclosing party. Except as authorised 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.

12.4 The Company and the MF 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 MF also agree to exercise reasonable security measures to prevent accidental disclosure.

12.5 The duties and obligations of the Company and the MF to maintain the confidentiality of the Confidential Information shall last indefinitely, regardless of any other term of this Agreement.

Intellectual Rights

12.6 The intellectual property rights (trademarks, signs, models, designs, etc.) and the rights related to the website, for which the Company grants the right of revocable and non-exclusive use to the MF under this Agreement, remain the property of the Company. Master Franchisee’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, Master Franchisee will not attempt to claim ownership of such rights and/or arrange registration thereof in its own name.

12.7 The Master Franchisee shall immediately inform the Company if it comes to its attention, that Company’s intellectual property rights, website and domain name registrations have been infringed by third parties, this applies in case of copying of Company’s products and trademark infringements. The Master Franchisee agrees to maintain in confidence and make no use of, except during Franchisee’s performance herein, all data and information relating to Company’s MF System 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). MF’s obligation herein shall survive in any case termination of MF’s rights with respect to any Products and Services herein and the termination of this Agreement whether partially or in its entirety, but shall not apply to the extent that MF 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 MF.

13 No Right to Use Names

13.1 Neither the MF nor 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 or any of its Affiliates, including but not limited to any service provider and any other services on IBA aggregator platform. 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 MF or Location advertising, publicity, or promotion, express or imply any endorsement of the same.

14 Documents

14.1 All documents of any kind furnished pursuant or relating to the business opportunities, the Company and its networks and discussions shall remain the property of the Company. The MF shall return all documents and all copies to the Company upon written request. The MF will keep all such documents and copies secure and control access to them, while they are in its possession or control.

15 Non-Circumvention

15.1 During the term of this Agreement, all future agreements and after the expiry of all future agreements notwithstanding the cause or reason for the expiry, Master Franchisor agrees not to directly or indirectly contact, deal with, transact, or otherwise be involved with any corporation, partnership, proprietorships, trust, individuals, or any other entities introduced by the Company without prior written consent from the Company.

15.2 During the term of this Agreement, all future agreements and after the expiry of all future agreements, notwithstanding the cause or reason for the expiry, Master Franchisor 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, encourage or otherwise endeavour to cause or attempt to cause:

Any employee, contractor or consultant of the Company;
Any person or entity whose project was serviced by the Company;
Any person or entity who is or has been a client of that Company prior or during the term of this Agreement;
Any person or entity that the Company has targeted and contacted for the purpose of establishing a client-relationship; and
To terminate or reduce its relationship with the Company.

15.3 In the event that the MF is contacted by any person or entity that has an existing relationship with the Company, the MF will refer the person or entity back to the Company and provide written notice to the Company of the contact.

16 Non-Competition

16.1 For good and valuable consideration the receipt of which is hereby acknowledged, Master Franchisor agrees not to compete with the business of the Company and its successors directly or indirectly.

16.2 The MF 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.

17 Company’s Representations and Warranties

17.1 The Company represents and warrants that:

It is a corporation organised and existing under the laws of its Relevant Jurisdiction;
The undersigned has the full right, power and authority to sign this Agreement on behalf of the Company;
The execution, delivery and performance of this Agreement does not and will not, violate any provisions of the Relevant Jurisdiction, articles or certificates of incorporation and bylaws, or any contract or other Agreement to which the Company is a party;
There is no broker, finder or intermediary involved in connection with the negotiations and discussions incident to the execution of this Agreement, and no broker, finder, agent or intermediary who might be entitled to a fee, commission or any other payment upon the consummation of the transactions contemplated by this Agreement; and
This Agreement has been duly executed and delivered and constitutes a legal, valid and binding obligation, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganisation, 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.
IBA, its Service Providers and its Support Team are dedicated to helping you in obtaining successful outcomes for your clients and get recognition and success for your business. For continuous support and services, IBA would expect a minimum of 20 to 25 clients per month for any services from the Service Providers. This will ensure that your licence is maintained, remains active and does not get cancelled.

18 MF’s Representations, Warranties and Assignability.

18.1 The MF represents and warrants that:

It is a corporation organised and existing under the laws of its Relevant Jurisdiction with its principal place of business;
The undersigned has the full right, power and authority to sign this Agreement to take the rights in REGION and on behalf of the MF;
There is no broker, finder or intermediary involved in connection with the negotiations and discussions incident to the execution of this Agreement, and no broker, finder, agent or intermediary who might be entitled to a fee, commission or any other payment upon the consummation of the transactions contemplated by this Agreement;
This Agreement has been duly executed and delivered and constitutes the legal, valid and binding obligation of MF enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganisation, 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
The execution, delivery and performance of this Agreement does not, and will not, violate any provisions of Master Franchisor and the MF’s counties’ articles or certificates of incorporation and bylaws, or any contract or other Agreement to which Master Franchisor and the MF is a party.
Master Franchisor and the MF 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 the same.
Company shall have the right, but not the obligation, to cause a Company subsidiary or affiliate to perform any or all of its obligations and exercise any or all of Company’s rights hereunder and under any Franchise Agreement, and to require Franchisee to perform any or all of its obligations hereunder or under any Franchise Agreement, in favour of such subsidiary or affiliate, by delivery of written notice thereof to Franchisee and Sub-franchisee. Company hereby guarantees those obligations it causes the subsidiary or affiliate to perform.
Company shall have the right to assign this Agreement, or any of its rights and privileges hereunder to any other person, firm or corporation, other than a Company subsidiary or affiliate, without Master Franchisee’s prior consent, and Company shall not be liable for any obligations accruing hereunder after the effective date of such assignment; provided the assignee shall expressly assume and agree to perform Company’s obligations under this Agreement and is reasonably capable of performing them.
This Agreement has been entered into by Company in reliance upon and in consideration of the singular personal skills and qualifications of Master Franchisee and the trust and confidence reposed in Master Franchisee or, in the case of a corporate or partnership Master Franchisee, the principal officers or partners thereof who will actively and substantially participate in the ownership. Therefore, neither Master Franchisee’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 Company.
Company may impose any reasonable condition(s) to the granting of its consent to such assignment. Without limiting the generality of the foregoing, the imposition by Company of any or all of the following conditions to its consent to any such assignment shall be deemed to be reasonable:

(i) that the assignee shall have completed the Company’s training program to Company’s satisfaction, exercised in good faith;

(ii) that as of the date of any such assignment, the assignor shall have strictly complied with all of its obligations to Company, whether under this Agreement or any other agreement, arrangement or understanding with Company;

(iii) that the assignee is not then in default of any of obligation to Company under any agreement between such assignee and Company;

(iv) that the assignor or assignee shall pay to Company a transfer fee which is reasonably required to cover Company’s expenses relating to said assignment, and a training fee.

Master Franchisee 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 Company, which permission may be withheld for any reason whatsoever in Company’s sole subjective judgement.

19 Force Majeure

19.1 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, nationalisation, 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 labour, machinery, materials, fuel, supplies or equipment from normal sources of supply, strike, work stoppage or slowdown, lockout or other labour 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 (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 the same.

20 Indemnification

20.1 Each party (the “Indemnifying Party”) shall indemnify and hold the other party and its Affiliates and their respective employees, officers, MF, 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 defence, 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 judgement 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.

21 Remedies

21.1 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. In the event of any conflict arising between the parties, it is hereby agreed that an appointed third person shall act as a mediator to facilitate negotiations and mediate discussions between the two parties. The mediator shall be mutually agreed upon by both parties and shall act in a neutral capacity to assist in resolving the conflict amicably. Both parties agree to participate in good faith in the mediation process and to abide by the decisions reached with the assistance of the appointed mediator. This provision aims to promote peaceful resolution of disputes and avoid resorting to litigation or arbitration.

22 Parties Bound

22.1 This Agreement shall be binding upon all undersigned Parties and their heirs, successors, associates, affiliates, and assigns. The Parties 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.

23 Relationship

23.1 The Parties shall not be liable for any other Party’s commitments or liabilities resulting from execution of this Agreement and future agreements.

24 Assignment

24.1 Master Franchisor cannot assign its rights and obligations under this Agreement and all future agreements to any other party, without prior written consent from the Company.

25 Conflict of Interest

25.1 Master Franchisor warrants that before entering into this Agreement it has disclosed to the Company all past, current and anticipated interests of the MF, which may conflict with or restrict the MF in performing the services fairly and independently.

26 Term and Termination

26.1 This Agreement shall continue to be in existence until terminated.

26.2 This Agreement can be terminated by the Company with immediate effect on the occurrence of any one of the following events:

Upon the cessation of business of either Party to this Agreement;
Master Franchisor commits any breach of any clause of this Agreement; or for any other reason(s) agreed by either party.
Upon Non-Performance, i.e. not generating clients and/or not servicing the existing clients.
Master Franchisor has a failure in any payments that are committed as per ‘para 3, clause 3.1 & 3.2’ of this agreement.
NON-DISCLOSURE of any change of company ownership / partnership / share control within the MF Business and without approval of Company.

26.3 Once this agreement is terminated, Master Franchisor will have no rights over its MF 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 handover, The Company agrees to fulfil all financial commitments to Master Franchisor up until date of termination of this Agreement, again upon a complete handover of all their existing signed and prospective clients to the company.

26.4 In the event that the MF breaches any of the terms and conditions set forth in this agreement, MF shall be liable to pay penalties up to a limited amount. Legal action will be taken against MF for any breach that causes direct or indirect damage to the Company, its market value, or its affiliates. Such legal action will be subject to the exclusive jurisdiction of the courts in its Relevant Jurisdiction. Any misrepresentation or actions by MF that harm the Company’s reputation or market standing will result in penalties and legal proceedings.

27 Defamation

27.1 It is agreed to the extent permissible by law, that the MF will not defame, disparage, or make false or deceptive or any allegations against the Company or any sort of communication about the company, its associations and/or its nominees to anyone, whether to, but not limited to the press, employees, clients, investors 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, and/or any losses incurred by the Company in doing so.

28 Definitions

28.1 “Affiliate” shall mean an entity in which either party has a controlling interest.

28.2 “MF” means MF and also the Company’s Locations, which the MF informs the Company as MF satellite offices and/or branches.

28.3 “Laws” shall mean all international, federal, national, state, provincial, municipal, or other laws, ordinances, orders, statutes, rules, or regulations.

28.4 “Location” shall mean any MF Location(s) which, at any time during the Term of this Agreement is wholly/partly owned and/or operated by the MF, whether such Location is operated under the MFs’ trademarks.

28.5 “Revenue Sharing Period” shall mean the period commencing on DATE and running through until the end of this Agreement Term.

28.6 “Signed Client” shall mean those cases where the Client Contract related to migration is signed by both the client and an authorised party of the Company (for example, the Management of the Company) and the client has made full payment of their applicable instalment and the full amount is received by the Company.

29 Miscellaneous

This 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.
The headings in this Agreement are for convenience of reference only and shall not have any substantive effect.
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.
Should any non-material provision of this 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.
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.
If the MF will refund any service charges and/or fees to a Signed Client, the Company has the right to retain its share of service charges for its time, consultancy services and/or work performed and carried out.
No waiver of any right under or breach of this Agreement shall be effective unless it is in writing and signed by the party to be charged.
None of the provisions of this Agreement is intended for the benefit of or shall be enforceable by any third parties.
All rights to the MF will be passed on once Master Franchisor completely pays off its balance to the Company and the undersigned and as per ‘para 3, clause 3.1 & 3.2’ of this agreement
This Agreement:

– is the entire agreement and understanding between the parties on everything connected with the subject matter of this Agreement; and

– supersedes any prior agreement or understanding on anything connected with that subject matter.

30 Severability

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

31 Notices

31.1 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

32 Governing Law

32.1 This agreement is governed by and is to be construed and take effect in accordance with the laws of its Relevant Jurisdiction. Each party irrevocably and unconditionally submits to the exclusive jurisdiction. Upon execution of this Agreement by signature below, the Parties and/or its nominees agree to be bound by the terms of this Agreement. A facsimile, electronic, or e-mailed executed copy of this Agreement, with a written or electronic signature, shall constitute a legal and binding instrument with the same effect as an originally signed copy.

By Agreeing Terms and Conditions of IBA Partner, You also agree to accept the terms & conditions of F4 Migration Guru.

Please refer the terms and conditions F4MG – https://f4-mg.com/terms-conditions/

Sub Franchise

WHEREAS, the Master Franchise (MF) has appointed [Sub-Franchise] individual and/or their listed company/companies and/or nominees, the rights to represent the MF by providing various services (the “Services”), like but not limited to Immigration, Qualification, Work visa assistance, English Training Consultancy Services, including but not limited to marketing, sales and consultation, and/or any further services as advised by the MF for the Location(s) of the Franchisee; NOW, THEREFORE, based on these premises and in consideration of the covenants and agreements contained herein, and intending to be legally bound, the Parties agree hereto as follows:

OPERATIVE PROVISIONS

Agreement Term

1. The term of the Agreement shall continue to exist for a mutually agreed amount of time (the “Term”) and/or until termination, commencing as of 10th of the following month. Each year of the Term, as measured from the date of the Agreement, is a “Contract Year.” It is also agreed that the MF gives the Franchisee the first right of refusal to renew these rights as per the terms & conditions of the agreement, for another 3 years, at an agreed fee mutually decided by Company and the Franchisee. It is agreed by both parties that the confirmation for the renewal of the Agreement is mutually done no later than 90(ninety) days of the Agreement. The renewal will be either an additional Annexure to the Agreement or a fresh agreement.

Purpose

1. The Agreement is solely for the purpose to ensure understanding and compliance of the MF 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 Franchisee for acquiring and running the Franchise.

1. 1. The Franchise agrees to pay the MF a non-revocable & nonrefundable fee (On a Pro rata basis) + (Bank & Admin Charges) for the Term as mentioned in point 1 of the Agreement. The MF agrees to accept the above mentioned payments done by the Franchisee to acquire the Franchise rights for the Term .

Revenue Share – Commission Structure – Service Fees and Commissions Payable

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

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

4.2 All client payments for the Services offered by and through the Franchisee must only be paid directly to the authorized account(s) nominated by the MF. Cash payment from clients for the Services offered by the Franchisee is an unacceptable mode of payment without prior written approval from the MF.

4.3 Disbursements of commissions to the Franchisee is given of the client contract value (ccv) as per the installments received in actuals. The commission of the current month is given in the following of the next month, by the 10th of that month.

Services Provided by the MF

5.1 The MF shall provide the following:

Franchise micro website with web forms and payment gateway integration.
Payment Gateway facility.
Training Portal
Technical Training
Access to Corporate brand guidelines.
Training Support
Exclusive Access to Intellectual Property and Credentials

Usage of logos, as per verbiage and terminology, is only permitted with advice and permission of the MF Management. All designs and content should be approved by the MF.
Migration technical strategies and visa pathways orientation presentation and training
Access and first right of refusal to any new products/services launched by the MF.
Access and first right of refusal to all/any projects brought in by the MF.
Access to the promotional and client testimonial videos and positive outcomes.

Supervising the Franchisee for all the sales and marketing related matters of their clients.
MF will take over all file prep, lodgments, liaison with the authorities, case flows, of all Direct and Indirect Clients.
If the Franchisee directly refers another Franchise(s) and/or any agent(s) to Immigration Business Alliance Partner (IBA), then for any successful client conversions, of that referral Franchise(s) and/or any agent(s), the Franchisee will receive a 5% royalty of the Client Contract Fees of the services sold, by the referred Franchise(s) and/or any agent(s).

Services Provided by the Franchise

6.1 The Franchise will provide to the best of its capacities, on behalf of the MF, 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 MF, getting them to sign up the client, collect and send the basic required documentation as per the checklist to the MF.
2. Upon signing the client, the Franchisee agrees to send the sales documentation in one email to the 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. The Franchise shall not engage with any sort of commercial contractual agreements with their clients separately without the knowledge of the MF. Once the Franchisee’s client does the payment to the MF, the MF will sign the contract with the client directly and then the MF will proceed with the documentation process directly with the client.

All client payments are to be received only in the name of the nominated authorized account online via Debit/ Credit Card and/or bank transfers. The 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 MF.

The Franchisee shall conduct all communication and correspondence with the MF at its own cost.
The Franchisee will represent the MF’s interests in the Location(s) of the Franchise. The Franchisee will report to the MF on a calendar month basis about the business and marketing plans and revenue projections.
The Franchisee agrees to take over and absorb all existing costs, monthly and/or annual expenses including but not limited to the Franchise 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 Franchise and any other operational expansions and/or any other offices that are opened by Franchise.

Commitments

The Agents agrees to the Terms and Conditions from the date of Agreement, as follows:

7.1 Marketing

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

The MF allows the Franchisee to use its name in their marketing material and advertisements, but with express written approval from the MF every time, via email or WhatsApp, and before the Franchise publishes or markets its advertisement(s).

The Franchisee agree that marketing and information activities form an important part of the business activities. It is of essential importance that the Franchisee executes marketing campaigns and activities, which are supposed to be planned and executed by Franchisee. With due adherence, the Franchise shall, arrange publicity in the location(s) and carry out sales promotion activities while complying with the publicity strategy and concepts developed by the MF pursuant to its Franchise System, if applicable. The Franchisee 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 the Agreement.

7.3 Placement

The Franchisee shall exercise in good faith commercially viable efforts and plans to maximize revenue on the sale of the Services.

Reporting

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

Review

9.1 Within 180 (one hundred and eighty) calendar days at the end of each Contract Year, the Parties shall discuss and/or meet in good faith to review the terms of the Agreement. Should no agreement be reached between the two Parties with respect to adjusting or amending the terms of the Agreement, then-current terms of the Agreement shall remain in full force and effect.

Public Disclosure

10.1 Each party agrees that no press release or public announcement relating to the existence or terms of the 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-

11.1 The Agreement and all other information disclosed by the MF and the Franchisee to each other is confidential and the MF and the Franchisee will ensure that all information remains confidential, except that the MF and the Franchise may make disclosure to their relevant advisors or as otherwise required by the law.

11.2 The Intellectual Property of the MF and the Franchisee prior to entering into the Agreement will remain the MF’s property and will be kept confidential by the MF and the Franchisee from any disclosure to any other person or corporation in any form whatsoever during the 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 MF 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 in its Region or elsewhere.

11.3 The MF and the Franchisee acknowledge that the Confidential Information is solely and exclusively the property of the disclosing party. Except as authorized or required by the 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 the Agreement. The restrictions contained under this clause shall continue to apply after the termination of the Agreement and/or all future agreements but shall cease to apply to information contained in the public domain.

11.4 The MF and the Franchisee 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 MF and the Franchise also agree to exercise reasonable security measures to prevent accidental disclosure.

11.5 The duties and obligations of the MF and the Franchisee to maintain the confidentiality of the Confidential Information shall last indefinitely, regardless of any other term of the Agreement.

11.6 The intellectual property rights (trademarks, signs, models, designs, etc.) and the rights related to the website, for which MF grants the right of revocable and non-exclusive use to Franchise under the Agreement, remain the property of MF. Franchisee’s rights for the IPR granted under the Agreement shall automatically lapse upon termination of the Agreement. Neither during the term of the Agreement nor after its termination, Franchisee will not attempt to claim ownership of such rights and/or arrange registration thereof in its own name.

11.7 The Franchisee shall immediately inform MF if it comes to its attention, that MF’s intellectual property rights, website and domain name registrations have been infringed by third parties, this applies in case of copying of MF’s products and trademark infringements. The Franchisee agrees to maintain in confidence and make no use of, except during Franchisee’s performance herein, all data and information relating to MF’s Franchise System and the Products and Services related thereto, including data and information provided by MF on execution of the Agreement (also including information on strategy, sales data, purchasing data). Franchise’s obligation herein shall survive in any case termination of Franchisee’s 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 Franchisee 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 Franchise.

No Right to Use Names

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

Names(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 to the same even in Future
Logo(s)	F4 Migration Guru, FBP International, QA, Future Forward, Australian Immigration Experts, Aussie English, E-Visa

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 MF every time, via email or WhatsApp, in each case, and in no case shall any Franchise or Location advertising, publicity, or promotion, express or imply any endorsement of the same.

Documents

13.1 All documents of any kind furnished pursuant or relating to the business opportunities, the MF and its networks and discussions shall remain the property of the MF. The Franchise shall return all documents and all copies to the MF upon written request. The Franchisee will keep all such documents and copies secure and control access to them, while they are in its possession or control.

Non-Circumvention

14.1 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, Franchise agrees not to directly or indirectly contact, deal with, transact, or otherwise be involved with any corporation, partnership, proprietorships, trust, individuals, or any other entities introduced by the MF without prior written consent from the MF.

14.2 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, Franchise 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, encourage or otherwise endeavor to cause or attempt to cause:

Any employee, contractor or consultant of the MF.
Any person or entity whose project was serviced by the MF.
Any person or entity who is or has been a client of that MF prior or during the term of the Agreement.
Any person or entity that the MF has targeted and contacted for the purpose of establishing a client-relationship; and
To terminate or reduce its relationship with the MF.

14.3 In the event that the Franchisee is contacted by any person or entity that has an existing relationship with the MF, the Franchise will refer the person or entity back to the MF and provide written notice to the MF of the contact.

Non-Competition

15.1 For good and valuable consideration the receipt of which is hereby acknowledged, Franchisee agrees not to compete with the business of the MF and its successors directly or indirectly.

15.2 The Franchise shall not own, manage, operate, consult, or be employed in a business substantially like, or competitive with, the present business of the MF or such other business activity in which the MF may substantially engage during the term of the Agreement and future agreements. This clause shall be in full force and effect during the period of the Agreement and for 2 (two) years following the termination of the Agreement, notwithstanding the cause or reason for termination.

MF’s Representations and Warranties

16.1 The MF represents and warrants that:

It is a corporation organized and existing under the laws of its Relevant Jurisdiction.
The undersigned has the full right, power and authority to sign the Agreement on behalf of the MF.
The execution, delivery and performance of the Agreement does not and will not, violate any provisions of the Contract law or any legislative law by its Relevant Jurisdiction, or any contract or other Agreement to which the MF is a party.
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, agent or intermediary who might be entitled to a fee, commission or any other payment upon the consummation of the transactions contemplated by the Agreement.
The Agreement has been duly executed and delivered and constitutes a legal, valid and binding obligation, 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.
IBA, its Service Providers and its Support Team are dedicated to helping you in obtaining successful outcomes for your clients and get recognition and success for your business. For continuous support and services, IBA would expect a minimum of 2 to 5 clients per month for any services from the Service Providers. This will ensure that your license is maintained, remains active and does not get cancelled.

Franchise’s Representations and Warranties

17.1 The Franchise represents and warrants that:

It is a corporation organized and existing under the laws of its relevant Jurisdiction, with its principal place of business.
The undersigned has the full right, power and authority to sign the Agreement to take the rights, and on behalf of the Franchise.
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, agent or intermediary who might be entitled to a fee, commission or any other payment upon the consummation of the transactions contemplated by the Agreement.
The Agreement has been duly executed and delivered and constitutes the legal, valid and binding obligation of the Franchisee 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
The execution, delivery and performance of the Agreement does not, and will not, violate any provisions of MF and the Franchise’s counties’ articles or certificates of incorporation and bylaws, or any contract or other Agreement to which MF and the Franchise is a party.
The Franchisee is liable to immediately notify the MF if or when there is any change of ownership or partnership or share control within its Business to further execute the Agreement and will be subject to the MF’s agreement on the same.
The Franchisee shall not have the right to assign the Agreement, or any of its rights and privileges hereunder to any other person, firm or corporation, or a subsidiary or affiliate, without MF’s prior consent, and the Franchisee 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 is reasonably capable of performing them.
The Agreement has been entered into by MF in reliance upon and in consideration of the personal skills and qualifications of the Franchisee and the trust and confidence reposed in the Franchisee or, in the case of a corporate or partnership Franchise, the principal officers or partners thereof who will actively and substantially participate in the ownership and operation of the Franchise as contemplated by the Agreement. Therefore, neither MF’s interest in the 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 MF. The MF may impose any reasonable condition(s) to the granting of its consent to such assignment.
The Franchisee shall not in any event have the right to pledge, encumber, charge, hypothecate or otherwise give any third party a security interest in the Agreement in any manner whatsoever without the express prior written permission of MF, which permission may be withheld for any reason whatsoever in MF’s sole subjective judgment.

Force Majeure

18.1 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 (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 the same.

Indemnification

19.1 Each party (the “Indemnifying Party”) shall indemnify and hold the other party and its Affiliates and their respective employees, officers, Franchisee, 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

20.1 No remedy conferred by any of the specific provisions of the 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

21.1 The Agreement shall be binding upon all undersigned Parties and their heirs, successors, associates, affiliates, and assigns. The Parties 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 the Agreement.

Relationship

22.1 The Parties shall not be liable for any other Party’s commitments or liabilities resulting from execution of the Agreement and future agreements.

Assignment

23.1 The Franchisee cannot assign its rights and obligations under the Agreement and all future agreements to any other party, without prior written consent from the MF.

Conflict of Interest

24.1 The Franchise warrants that before entering into the Agreement it has disclosed to the MF all past, current and anticipated interests of the Franchisee, which may conflict with or restrict the Franchisee in performing the services fairly and independently.

Term and Termination

25.1 The Agreement shall continue to be in existence until terminated.

25.2 The Agreement can be terminated by the MF with immediate effect on the occurrence of any one of the following events:

Upon the cessation of business of either Party to the Agreement;
The Franchisee commits any breach of any clause of the Agreement; or for any other reason(s) agreed by either party.
Upon Non-Performance, i.e. not generating clients.
The Franchisee has a failure in any payments that are committed as per the Agreement.
NON-DISCLOSURE of any change of franchise ownership / partnership / share control within the Franchise Business and without approval of MF

25.3 Once the Agreement is terminated, the Franchisee will have no rights over the Franchise and will have no right to represent the MF in any form or manner and will hand over all the MF credentials and marketing activities back to the MF in good faith. The MF 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 MF property and detailed handover, The MF agrees to fulfill all financial commitments to Franchise up until date of termination of the Agreement, again upon a complete handover of all their existing signed and prospective clients to the MF.

Defamation

26.1 It is agreed to the extent permissible by law, that the Franchisee will not defame, disparage, or make false or deceptive or any allegations against the MF or any sort of communication about the MF, its associations and/or its nominees to anyone, whether to, but not limited to the press, employees, clients, investors or otherwise. In doing so the MF will have all right to pursue legal action against the people who do so and will be fully responsible for all damages to the MF including but not limited to legal fees, court charges, and/or any losses incurred by the MF in doing so.

Definitions

27.1 “Affiliate” shall mean an entity in which either party has a controlling interest.

27.2 “MF” means the Master Franchise.

27.3 “Laws” shall mean all international, federal, national, state, municipal, or other laws, ordinances, orders, statutes, rules, or regulations.

27.4 “Location” shall mean any Franchise Location(s) which, at any time during the Term of the Agreement is wholly/partly owned and/or operated by the Franchisee, whether such Location is operated under the Franchises’ trademarks.

27.5 “Revenue Sharing Period” shall mean the period commencing on its Commencement Date and running through until the end of the Agreement Term.

27.6 “Signed Client” shall mean those cases where the Client Contract related to migration is signed by both the client and an authorized party of the MF (for example, the Management of the MF) and the client has made the full payment of their applicable installment, and the full amount is received by the MF.

Miscellaneous

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.
The headings in the Agreement are for convenience of reference only and shall not have any substantive effect.
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.
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.
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.
If the MF will refund any service charges and/or fees to a Signed Client, the Franchise 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.
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.
None of the provisions of the Agreement is intended for the benefit of or shall be enforceable by any third parties.
All rights to the Franchise will be passed on once the Franchisee completely pays off the Franchise fees to the MF and the undersigned.
The Agreement:

is the entire agreement and understanding between the parties on everything connected with the subject matter of the Agreement; and
supersedes any prior agreement or understanding on anything connected with that subject matter.

Severability

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

Notices

30.1 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.

Governing Law

31.1 The Agreement is governed by and is to be construed and take effect in accordance with the laws of its Relevant Jurisdiction. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts in its Relevant Jurisdiction. Upon execution of the Agreement, the Parties and/or its nominees agree to be bound by the terms. A facsimile, electronic, or e-mailed executed copy of the Agreement, with a written or electronic signature, shall constitute a legal and binding instrument with the same effect as an originally signed copy.

Outsourcing Sales Agents

The company has appointed its Outsourcing Sales Agents 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, Work visa assistance, English Training Consultancy Services, including but not limited to marketing, sales and consultation, and/or any further services as advised by the IBA; NOW, THEREFORE, based on these premises and in consideration of the covenants and agreements contained herein, and intending to be legally bound, the Parties agree hereto as follows:

OPERATIVE PROVISIONS

Agreement Term

1. The term of this Agreement shall continue to exist until termination. Each year of the Term, as measured from the date of this Agreement, is a “Contract Year.” It is also agreed that the IBA gives the OSA the first right of refusal to renew these rights as per the terms & conditions of the agreement, for another 1 year, at an agreed fee mutually decided by the company and the Sales Agent.

Purpose

1. 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 Outsourcing Sales Agent to avail the services offered by IBA.

1. 1. The Outsourcing Sales Agent agrees to pay the company a non-revocable & nonrefundable fee (On a Pro rata basis) + (Bank & Admin Charges) for a period of time as mentioned in point 1 of this agreement.

Revenue Share – Commission Structure – Service Fees and Commissions Payable

IBA shall be responsible to provide a percentage of Commission to the Outsourcing Sales Agent on the signed Client Contract (the “Client Contract”) by Service Provider, that is received from the client. The Outsourcing Sales Agent will be provided with a Discount of 10% (ten percent) of the net revenue (if and after any outgoings), for all Migration/Visa Consultancy Services as per the “Client Contract” by way of s Electronic Funds Transfer. The discount to the Outsourcing Sales Agent is subject to the amount being received from the “Client Contract”.
Outsourcing Sales Agents are authorised to charge over and above IBA Service Provider Fees.
Outsourcing Sales Agent will be responsible for all the documentation collection and processing of the Signed Clients and IBA and/or its Service Providers, Master Franchises will not be interacting directly with the Outsourcing Sales Agent’s Signed Clients.
The Outsourcing Sales Agent will provide an invoice to IBA by the 3rd day of each calendar month to make the commission payment in a timely manner. IBA shall pay the commission of the current month is given in the following of the next month, not before the 10th of that month to the Outsourcing Sales Agent’s nominated bank account.
Disbursement of Discount/referral shall be made on Signed Client Contracts, whose applications are accepted by nominated Lawyers/authority and as per the payment received from the Signed Clients as per the Schedule of Fees of the Signed Client Contract which is issued, validated, signed, and supplied by IBA for the Outsourcing Sales Agent.
The Outsourcing Sales Agent understands and agrees that they will only receive their said commission as per the client contract and is not entitled or will claim for any other commissions, after the client has paid their fees and submitted to IBA for documentation and lodgement.

Services Provided by IBA

The company shall provide the following:

Listing on IBA website
Individual Landing Page with Personalized Enquiry Form
Payment Gateway Facility
Training Manual Portal Access
Ongoing Support and Constant Update
Certificate of Accreditation
Marketing & Advertisement assistance
Services offered by our Service Providers
10% Discount on Service Provider Fees
Access to Corporate brand guidelines.
Exclusive Access to Intellectual Property and Credentials

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.
Migration technical strategies and visa pathways orientation presentation and training
Access and first right of refusal to any new products/services launched by the company.
Access and first right of refusal to all/any projects brought in by the company.
Access to the promotional and client testimonial videos and positive outcomes.

Supervising the Agents for all the sales and marketing related matters of their clients.
Company will take over all file prep, lodgments, liaison with the authorities, case flows, of all Direct and Indirect Clients.
If the Agents directly refers another Agent(s) and/or agent(s) to Immigration Business Alliance Partner (IBA), then for any successful client conversions, of that referral Agent(s) and/or any agent(s), the Agents will receive a 5% royalty of the Client Contract Fees of the services sold, by the referred Agent(s) and/or any agent(s).

Services Provided by the Agents

6.1 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 Agent will be solely responsible for submitting all the required documents on behalf of his/her Signed Client.
3. The Outsourcing Sales Agent 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 Agents 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

Outsourcing Sales Agents cannot use the name/logo/brand of Lawyers, RMAs or Service Providers without the written permission from IBA.

Outsourcing Sales Agents are strictly prohibited from utilising the logos of IBA service providers. 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 this contract.
The company reserves the right to amend their terms and conditions at any time without prior notice.

Commitments

The Agents agrees to the Terms and Conditions from the date of Agreement, as follows:

7.1 Marketing

The Agents agree that marketing and information activities form an important part of the business activities. It is of essential importance that the Agents execute marketing campaigns and activities, which are supposed to be planned and executed by Agents. With due adherence, the Agents 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. The Agents agree and are 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.

7.3 Placement

The Agents shall exercise in good faith commercially viable efforts and plans to maximise revenue on the sale of the Services.

Reporting

8.1 The Company reserves the right to monitor and evaluate the performance of the Agent at any time.

8.2 At no cost or expense to the company, the agents will provide electronic access to all the 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 Agents’ sales of the Services including but not limited to daily sales data and other related reports from the Location(s).

Review

9.1 Within 180 (one hundred and eighty) calendar days at the end of each Contract Year, the Parties shall discuss and/or meet in good faith to review the terms of this Agreement. Should no agreement be reached between the two Parties with respect to adjusting or amending the terms of this Agreement, then-current terms of this Agreement shall remain in full force and effect.

9.2 The Company retains the sole discretion to terminate the Agent’s engagement based on such evaluations or for any other reason deemed appropriate by the Company.

Public Disclosure

10.1 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-

11.1 This Agreement and all other information disclosed by the company and the Agents to each other is confidential and the company and the Agents will ensure that all information remains confidential, except that the company and the Agents may make disclosure to their relevant advisors or as otherwise required by the law.

11.2 The Intellectual Property of the company and the Agents prior to entering into this Agreement will remain the company’s property and will be kept confidential by the company and the Agents 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, 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 in its region or elsewhere.

11.3 The company and the Agents acknowledge that the Confidential Information is solely and exclusively the property of the disclosing party. Except as authorised 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.

11.4 The company and the Agents 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 Agents also agree to exercise reasonable security measures to prevent accidental disclosure.

11.5 The duties and obligations of the company and the Agents to maintain the confidentiality of the Confidential Information shall last indefinitely, regardless of any other term of this Agreement.

Intellectual property rights /secrecy-

11.6 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 Agents under this Agreement, remain the property of the company. Agents’ 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, Agents will not attempt to claim ownership of such rights and/or arrange registration thereof in its own name.

11.7 The Agents shall immediately inform COMPANY if it comes to its attention, that COMPANY’s intellectual property rights, website and domain name registrations have been infringed by third parties, this applies in case of copying of COMPANY’s products and trademark infringements. The Agent agrees to maintain in confidence and make no use of, except during Agent’s performance herein, all data and information relating to COMPANY’s Agent System 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 obligation herein shall survive in any case termination of Agent’s rights with respect to any Products and Services herein and the termination of this Agreement whether partially or in its entirety, but shall not apply to the extent that Agent 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 Agent.

No Right to Use Names

12.1 Neither the Agent nor 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 or any of its Affiliates, including but not limited to:

Names(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 to the same even in Future
Logo(s)	F4 Migration Guru, FBP International, QA, Future Forward, Australian Immigration Experts, Aussie English, E-Visa

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 or Location advertising, publicity, or promotion, express or imply any endorsement of the same.

Documents

13.1 All documents of any kind furnished pursuant or relating to the business opportunities, the COMPANY and its networks and discussions shall remain the property of the COMPANY. The Agent shall return all documents and all copies to the COMPANY upon written request. The Agent will keep all such documents and copies secure and control access to them, while they are in its possession or control.

Non-Circumvention

14.1 During the term of this Agreement, all future agreements and after the expiry of all future agreements notwithstanding the cause or reason for the expiry, Agent agrees not to directly or indirectly contact, deal with, transact, or otherwise be involved with any corporation, partnership, proprietorships, trust, individuals, or any other entities introduced by the COMPANY without prior written consent from the COMPANY.

14.2 During the term of this Agreement, all future agreements and after the expiry of all future agreements, notwithstanding the cause or reason for the expiry, Agent 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, encourage or otherwise endeavour to cause or attempt to cause:

Any employee, contractor or consultant of the COMPANY.
Any person or entity whose project was serviced by the COMPANY.
Any person or entity who is or has been a client of that COMPANY prior or during the term of this Agreement.
Any person or entity that the COMPANY has targeted and contacted for the purpose of establishing a client-relationship; and
To terminate or reduce its relationship with the COMPANY.

14.3 In the event that the Agent is contacted by any person or entity that has an existing relationship with the COMPANY, the Agent will refer the person or entity back to the COMPANY and provide written notice to the COMPANY of the contact.

Non-Competition

15.1 For good and valuable consideration the receipt of which is hereby acknowledged, Agent agrees not to compete with the business of the COMPANY and its successors directly or indirectly.

15.2 The Agent 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

16.1 The COMPANY represents and warrants that:

It is a corporation organised and existing under the laws of its Relevant Jurisdiction.
The undersigned has the full right, power and authority to sign this Agreement on behalf of the COMPANY.
The execution, delivery and performance of this Agreement does not and will not, violate any provisions of the Contract law or any legislative law by its Relevant Jurisdiction, or any contract or other Agreement to which the COMPANY is a party.
There is no broker, finder or intermediary involved in connection with the negotiations and discussions incident to the execution of this Agreement, and no broker, finder, agent or intermediary who might be entitled to a fee, commission or any other payment upon the consummation of the transactions contemplated by this Agreement.
This Agreement has been duly executed and delivered and constitutes a legal, valid and binding obligation, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganisation, 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.
IBA, its Service Providers and its Support Team are dedicated to helping you in obtaining successful outcomes for your clients and get recognition and success for your business. For continuous support and services, IBA would expect a minimum of 2 to 5 clients per month for any services from the Service Providers. This will ensure that your licence is maintained, remains active and does not get cancelled.

Agent’s Representations and Warranties

17.1 The Agent represents and warrants that:

The undersigned has the full right, power and authority to sign this Agreement to take the rights in its Relevant Jurisdiction, and on behalf of the Agent.
There is no broker, finder or intermediary involved in connection with the negotiations and discussions incident to the execution of this Agreement, and no broker, finder, agent or intermediary who might be entitled to a fee, commission or any other payment upon the consummation of the transactions contemplated by this Agreement.
This Agreement has been duly executed and delivered and constitutes the legal, valid and binding obligation of the Agent enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganisation, 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
The execution, delivery and performance of this Agreement does not, and will not, violate any provisions of COMPANY and the Agent’s counties’ articles or certificates of incorporation and bylaws, or any contract or other Agreement to which COMPANY and the Agent is a party.
The Agent 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 the same.
The Agent shall not have the right to assign this Agreement, 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 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 this Agreement and is reasonably capable of performing them.
This Agreement has been entered into by COMPANY in reliance upon and in consideration of the personal skills and qualifications of the Agent and the trust and confidence reposed in the Agent or, in the case of a corporate or partnership Agent, the principal officers or partners thereof who will actively and substantially participate in the ownership and operation of the Agent as contemplated by this Agreement. Therefore, neither 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 COMPANY. The COMPANY may impose any reasonable condition(s) to the granting of its consent to such assignment.
The Agent 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 COMPANY, which permission may be withheld for any reason whatsoever in COMPANY’s sole subjective judgement.

Force Majeure

18.1 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, nationalisation, 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 labour, machinery, materials, fuel, supplies or equipment from normal sources of supply, strike, work stoppage or slowdown, lockout or other labour 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 (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 the same.

Indemnification

19.1 Each party (the “Indemnifying Party”) shall indemnify and hold the other party and its Affiliates and their respective employees, officers, Agent, 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 defence, 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 judgement 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

20.1 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

21.1 This Agreement shall be binding upon all undersigned Parties and their heirs, successors, associates, affiliates, and assigns. The Parties 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

22.1 The Parties shall not be liable for any other Party’s commitments or liabilities resulting from execution of this Agreement and future agreements.

Assignment

23.1 The Agent cannot assign its rights and obligations under this Agreement and all future agreements to any other party, without prior written consent from the COMPANY.

Conflict of Interest

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

Term and Termination

25.1 This Agreement shall continue to be in existence until terminated.

25.2 This Agreement can be terminated by the COMPANY with immediate effect on the occurrence of any one of the following events:

Upon the cessation of business of either Party to this Agreement;
The Agent commits any breach of any clause of this Agreement; or for any other reason(s) agreed by either party.
Upon Non-Performance, i.e. not generating clients.
The Agent has a failure in any payments that are committed as per this agreement.
NON-DISCLOSURE of any change of Agent ownership / partnership / share control within the Agent Business and without approval of COMPANY

25.3 Once this agreement is terminated, the Agent will have no rights over the Agent 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 handover, The COMPANY agrees to fulfil all financial commitments to Agent 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

26.1 It is agreed to the extent permissible by law, that the Agent will not defame, disparage, or make false or deceptive or any allegations against the COMPANY or any sort of communication about the COMPANY, its associations and/or its nominees to anyone, whether to, but not limited to the press, employees, clients, investors 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, and/or any losses incurred by the COMPANY in doing so.

Definitions

27.1 “Affiliate” shall mean an entity in which either party has a controlling interest.

27.2 “COMPANY” means the IBA.

27.3 “Laws” shall mean all international, federal, national, state, municipal, or other laws, ordinances, orders, statutes, rules, or regulations.

27.4 “Location” shall mean any Agent Location(s) which, at any time during the Term of this Agreement is wholly/partly owned and/or operated by the Agent, whether such Location is operated under the Agents’ trademarks.

27.5 “Revenue Sharing Period” shall mean the period commencing on the agreed Commencement Date and running through until the end of this Agreement Term.

27.6 “Signed Client” shall mean those cases where the Client Contract related to migration is signed by both the client and an authorised party of the COMPANY (for example, the Management of the COMPANY) and the client has made the full payment of their applicable instalment, and the full amount is received by the COMPANY.

27.7 The term “Agreement” as used herein shall refer to the “Terms and Conditions.”

Miscellaneous

This 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.
The headings in this Agreement are for convenience of reference only and shall not have any substantive effect.
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.
Should any non-material provision of this 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.
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.
If the COMPANY will refund any service charges and/or fees to a Signed Client, the Agent 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.
No waiver of any right under or breach of this Agreement shall be effective unless it is in writing and signed by the party to be charged.
None of the provisions of this Agreement is intended for the benefit of or shall be enforceable by any third parties.
All rights to the Agent will be passed on once the Agent completely pays off the Agent fees to the COMPANY and the undersigned.
This Agreement:

is the entire agreement and understanding between the parties on everything connected with the subject matter of this Agreement; and
supersedes any prior agreement or understanding on anything connected with that subject matter.

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

30.1 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.

Governing Law

31.1 This agreement is governed by and is to be construed and take effect in accordance with the laws of its Relevant Jurisdiction. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts in. Upon execution of this Agreement by signature below, the Parties and/or its nominees agree to be bound by the terms of this Agreement. A facsimile, electronic, or e-mailed executed copy of this Agreement, with a written or electronic signature, shall constitute a legal and binding instrument with the same effect as an originally signed copy.

Sales Agents

The company has appointed Sales Agents, 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, Work visa assistance, English Training Consultancy Services, including but not limited to marketing, sales and consultation, and/or any further services as advised by the IBA; NOW, THEREFORE, based on these premises and in consideration of the covenants and agreements contained herein, and intending to be legally bound, the Parties agree hereto as follows:

OPERATIVE PROVISIONS

Agreement Term

1. 1. The term of this Agreement shall continue to exist until termination. Each year of the Term, as measured from the date of this Agreement, is a “Contract Year.” It is also agreed that the IBA gives the SA the first right of refusal to renew these rights as per the terms & conditions of the agreement, for another 1 year, at an agreed fee mutually decided by the company and the Sales Agent.

Purpose

1. 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 Sales Agent to avail the services offered by IBA.

1. The Sales Agent agrees to pay the company a non-revocable & nonrefundable fee (On a Pro rata basis) + (Bank & Admin Charges) for a period of time as mentioned in point 1 of this agreement.

Revenue Share – Commission Structure – Service Fees and Commissions Payable

4.1 IBA shall be responsible to provide a percentage of Commission to the Sales Agent on the signed Client Contract (the “Client Contract”) by Service Provider, that is received from the client. The Sales Agent will be provided with a Commission of 10% (ten percent) of the net revenue (if and after any outgoings), for all Migration/Visa Consultancy Services as per the “Client Contract” by way of Electronic Funds Transfer. The Commission to the Sales Agent is subject to the amount being received from the “Client Contract”.

As a sales agent, your primary duty is to refer potential clients to IBA. Upon referral, IBA will take full responsibility for all subsequent tasks, including lodgement and the entire processing of the client’s application. This includes managing all necessary documentation, communication, and coordination required to complete the client’s case. Your role will not extend beyond the initial referral, ensuring a streamlined process handled entirely by IBA’s experienced team.

The Sales Agent will provide an invoice to IBA by the 3rd day of each calendar month to make the commission payment in a timely manner. IBA shall pay the commission of the current month is given in the following of the next month, not before the 10th of that month to the Sales Agent’s nominated bank account.

Disbursement of commission/referral shall be made on Signed Client Contracts, whose applications are accepted by nominated Lawyers/authority and as per the payment received from the Signed Clients as per the Schedule of Fees of the Signed Client Contract which is issued, validated, signed, and supplied by IBA for the Sales Agent.

The Sales Agent understands and agrees that they will only receive their said commission as per the client contract and is not entitled or will claim for any other commissions, after the client has paid their fees and submitted to IBA for documentation and lodgement.

Services Provided by IBA

5.1 The company shall provide the following:

Listing on IBA website
Individual Landing Page with Personalized Enquiry Form
Payment Gateway Facility
Training Manual Portal Access
Ongoing Support and Constant Update
Certificate of Accreditation
Marketing & Advertisement assistance
Services offered by our Service Providers
10% Commission on Service Provider Fees
Access to Corporate brand guidelines.
Exclusive Access to Intellectual Property and Credentials

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.
Migration technical strategies and visa pathways orientation presentation and training
Access and first right of refusal to any new products/services launched by the company.
Access and first right of refusal to all/any projects brought in by the company.
Access to the promotional and client testimonial videos and positive outcomes.

Supervising the Agents for all the sales and marketing related matters of their clients.
Company will take over all file prep, lodgments, liaison with the authorities, case flows, of all Direct and Indirect Clients.
If the Agents directly refers another Agent(s) and/or agent(s) to Immigration Business Alliance Partner (IBA), then for any successful client conversions, of that referral Agent(s) and/or any agent(s), the Agents will receive a 5% royalty of the Client Contract Fees of the services sold, by the referred Agent(s) and/or any agent(s).

Services Provided by the Agents

6.1 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 Agents 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. The Agents shall not engage with any sort of commercial contractual agreements with their clients separately without the knowledge of the company. Once the Agent’s client does the payment to the company, the company will sign the contract with the client directly and then the company will proceed with the documentation process directly with the client.

All client payments are to be received only in the name of the nominated authorised account online via Debit/ Credit Card and/or bank transfers. The Agents are 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.

Sales Agents cannot use the name/logo/brand of Lawyers, RMAs or Service Providers without the written permission from IBA.

Sales Agents are strictly prohibited from utilising the logos of IBA service providers. 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 this contract.
The company reserves the right to amend their terms and conditions at any time without prior notice.

Commitments

The Agents agrees to the Terms and Conditions from the date of Agreement, as follows:

7.1 Marketing

With respect to advertising of the Services, the Agents agrees to consult with the company and to keep 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 LOGO or its SERVICE PROVIDERS LOGO is used.

The COMPANY allows the Agent 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 publishes or markets its advertisement(s).

7.2 Placement

The Agents shall exercise in good faith commercially viable efforts and plans to maximise revenue on the sale of the Services.

Reporting

8.1 The Company reserves the right to monitor and evaluate the performance of the Agent at any time.

Review

9.2 The Company retains the sole discretion to terminate the Agent’s engagement based on such evaluations or for any other reason deemed appropriate by the Company.

Public Disclosure

Confidentiality, Secrecy & Intellectual Rights

Confidential Information-

11.5 The duties and obligations of the company and the Agents to maintain the confidentiality of the Confidential Information shall last indefinitely, regardless of any other term of this Agreement.

No Right to Use Names

Names(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 to the same even in Future
Logo(s)	F4 Migration Guru, FBP International, QA, Future Forward, Australian Immigration Experts, Aussie English, E-Visa

Documents

Non-Circumvention

Any employee, contractor or consultant of the COMPANY.
Any person or entity whose project was serviced by the COMPANY.
Any person or entity who is or has been a client of that COMPANY prior or during the term of this Agreement.
Any person or entity that the COMPANY has targeted and contacted for the purpose of establishing a client-relationship; and
To terminate or reduce its relationship with the COMPANY.

Non-Competition

15.1 For good and valuable consideration the receipt of which is hereby acknowledged, Agent agrees not to compete with the business of the COMPANY and its successors directly or indirectly.

COMPANY’s Representations and Warranties

16.1 The COMPANY represents and warrants that:

It is a corporation organised and existing under the laws of its Relevant Jurisdiction.
The undersigned has the full right, power and authority to sign this Agreement on behalf of the COMPANY.
The execution, delivery and performance of this Agreement does not and will not, violate any provisions of the Contract law or any legislative law by the its Relevant Jurisdiction, or any contract or other Agreement to which the COMPANY is a party.
There is no broker, finder or intermediary involved in connection with the negotiations and discussions incident to the execution of this Agreement, and no broker, finder, agent or intermediary who might be entitled to a fee, commission or any other payment upon the consummation of the transactions contemplated by this Agreement.
This Agreement has been duly executed and delivered and constitutes a legal, valid and binding obligation, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganisation, 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.
IBA, its Service Providers and its Support Team are dedicated to helping you in obtaining successful outcomes for your clients and get recognition and success for your business. For continuous support and services, IBA would expect a minimum of 2 to 3 clients per month for any services from the Service Providers. This will ensure that your licence is maintained, remains active and does not get cancelled.

17 Agent’s Representations and Warranties

17.1 The Agent represents and warrants that:

The undersigned has the full right, power and authority to this Agreement to take the rights in its location, and on behalf of the Agent.
There is no broker, finder or intermediary involved in connection with the negotiations and discussions incident to the execution of this Agreement, and no broker, finder, agent or intermediary who might be entitled to a fee, commission or any other payment upon the consummation of the transactions contemplated by this Agreement.
This Agreement has been duly executed and delivered and constitutes the legal, valid and binding obligation of the Agent enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganisation, 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
The execution, delivery and performance of this Agreement does not, and will not, violate any provisions of COMPANY and the Agent’s counties’ articles or certificates of incorporation and bylaws, or any contract or other Agreement to which COMPANY and the Agent is a party.
The Agent 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 the same.
The Agent shall not have the right to assign this Agreement, 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 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 this Agreement and is reasonably capable of performing them.
This Agreement has been entered into by COMPANY in reliance upon and in consideration of the personal skills and qualifications of the Agent and the trust and confidence reposed in the Agent or, in the case of a corporate or partnership Agent, the principal officers or partners thereof who will actively and substantially participate in the ownership and operation of the Agent as contemplated by this Agreement. Therefore, neither 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 COMPANY. The COMPANY may impose any reasonable condition(s) to the granting of its consent to such assignment.
The Agent 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 COMPANY, which permission may be withheld for any reason whatsoever in COMPANY’s sole subjective judgement.

18 Force Majeure

18.1 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, nationalisation, 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 labour, machinery, materials, fuel, supplies or equipment from normal sources of supply, strike, work stoppage or slowdown, lockout or other labour 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 (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 the same.

19 Indemnification

20 Remedies

21 Parties Bound

22 Relationship

22.1 The Parties shall not be liable for any other Party’s commitments or liabilities resulting from execution of this Agreement and future agreements.

23 Assignment

23.1 The Agent cannot assign its rights and obligations under this Agreement and all future agreements to any other party, without prior written consent from the COMPANY.

24 Conflict of Interest

25 Term and Termination

25.1 This Agreement shall continue to be in existence until terminated.

25.2 This Agreement can be terminated by the COMPANY with immediate effect on the occurrence of any one of the following events:

Upon the cessation of business of either Party to this Agreement;
The Agent commits any breach of any clause of this Agreement; or for any other reason(s) agreed by either party.
Upon Non-Performance, i.e. not generating clients.
The Agent has a failure in any payments that are committed as per this agreement.
NON-DISCLOSURE of any change of Agent ownership / partnership / share control within the Agent Business and without approval of COMPANY

25.3 Once this agreement is terminated, the Agent will have no rights over the Agent 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 handover, The COMPANY agrees to fulfil all financial commitments to the Agent up until date of termination of this Agreement, again upon a complete handover of all their existing signed and prospective clients to the COMPANY.

26 Defamation

27 Definitions

27.1 “Affiliate” shall mean an entity in which either party has a controlling interest.

27.2 “COMPANY” means the IBA.

27.3 “Laws” shall mean all international, federal, national, state, municipal, or other laws, ordinances, orders, statutes, rules, or regulations.

27.5 “Revenue Sharing Period” shall mean the period commencing on its Commencement Date and running through until the end of this Agreement Term.

27.7 The term “Agreement” as used herein shall refer to the “Terms and Conditions.”

28 Miscellaneous

This 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.
The headings in this Agreement are for convenience of reference only and shall not have any substantive effect.
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.
Should any non-material provision of this 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.
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.
If the COMPANY will refund any service charges and/or fees to a Signed Client, the Agent 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.
No waiver of any right under or breach of this Agreement shall be effective unless it is in writing and signed by the party to be charged.
None of the provisions of this Agreement is intended for the benefit of or shall be enforceable by any third parties.
All rights to the Agent will be passed on once the Agent completely pays off the Agent fees to the COMPANY and the undersigned.
This Agreement:

is the entire agreement and understanding between the parties on everything connected with the subject matter of this Agreement; and
supersedes any prior agreement or understanding on anything connected with that subject matter.

29 Severability

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

30 Notices

30.1 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.

31 Governing Law

31.1 This agreement is governed by and is to be construed and take effect in accordance with the laws of its Relevant Jurisdiction. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts in its Relevant Jurisdiction. Upon accepting these terms and conditions, the Parties and/or its nominees agree to be bound by the terms of this Agreement. A facsimile, electronic, or e-mailed executed copy of this Agreement, with a written or electronic signature, shall constitute a legal and binding instrument with the same effect as an originally signed copy.