1. Introduction

Welcome to the Deputy Partner Program! Deputy delivers world-class cloud-based workforce scheduling, time and attendance and management solutions. Details about Deputy including our solutions, partners, people, security settings and pricing are located at www.deputy.com.

These Deputy Partner Program Terms (Terms) have been created so that program partners like you can enjoy the benefits of the Deputy Partner Program (Deputy Partner Program) and they govern your participation in the Deputy Partner Program. 

2. Changes to these Terms

We may need to update these Terms as the Deputy Partner Program evolves, and we will provide you with notice of any changes as described in section 19 below.

3. Other terms that apply to you

These Terms are to be read together with the Deputy FCPA Certification and the Channel Terms that apply to your participation in the Deputy Partner Program. 

4. Application & Appointment 

You may only participate in the Deputy Partner Program: 

• by applying through the Deputy Partner Program online platform (the ParterStack Platform),  submitting all requested information and certifying to the Deputy FCPA Certification (collectively, your Application);

• when you receive confirmation through the PartnerStack Platform that your Application has been accepted and we offer you a place in the Deputy Partner Program; and 

• if you accept our offer by acknowledging that you have read and agree to these Terms and the Channel Terms, by clicking “I agree” or a similar link or checkbox displayed in the PartnerStack Platform. 

If you accept our offer to join the Deputy Program, then you agree to be bound by these Terms and the Channel Terms, will become a non-exclusive Deputy Partner subject to these Terms and may call yourself a “Deputy Partner”. You may only become a Deputy Partner if you agree to these Terms.  

In these Terms, when we say “you” or “your” or “Deputy Partner” we mean you, or, if you are agreeing to these Terms not as an individual but on behalf of an entity, then we mean that entity. If you are entering into these Terms on behalf of an entity, you represent that you have the legal authority to bind the entity to these Terms.   

5. PartnerStack Platform

As a Deputy Partner, Deputy may provide you with access to the PartnerStack Platform. You must use the PartnerStack Platform only for the purposes of assisting you to provide the Services to Deputy and in accordance with any PartnerStack Platform terms of use published on the PartnerStack Platform. 

You must provide the details of each Customer or potential Customer in accordance with the method/s identified in the PartnerStack Platform and you acknowledge that you are only entitled to be paid Fees by Deputy in respect of Customers notified to Deputy via the PartnerStack Platform.

You acknowledge that Deputy may, in its absolute discretion, discontinue your access to the PartnerStack Platform, replace it, or vary any of its features or functions.

6. Partner Categories & Structure

The PartnerStack Platform contains information about the Deputy Partner Program that are specific to our different partner channels (e.g. referral or reseller channels, etc.) (each a Channel) and tiers (e.g. Advocate, Ambassador & Champion) within those Channels. The PartnerStack Platform also contains or references terms and conditions, policies, procedures and guidelines relevant to each of the partner Channels (collectively, Channel Terms).

Although you may nominate the Channel you wish to operate under, Deputy will determine (in its absolute discretion) which Channel applies to you at any particular time.  For example, although you may nominate to be a reseller of Deputy Solutions, Deputy may determine that the scale and experience of your business is better suited to be a referrer of Deputy Solutions.     

Deputy and you may also agree in writing to specific terms in relation to additional matters or which amend these Terms or the Channel Terms (Specific Terms). 

In the event of any conflict between these Terms, the Channel Terms and any Specific Terms the following order of precedence applies: (a) Specific Terms; (b) Channel Terms; and (c) these Terms.

You acknowledge and agree that you will be responsible for the performance of all of your obligations under these Terms, the Channel Terms and any Specific Terms regardless of whether you sublicense or subcontract any such obligations to any third party.

7. Supply of Deputy Solutions

You acknowledge and agree that Deputy will supply the Deputy Solutions in accordance with the legal terms and conditions specified in the Standard Customer Agreement, including the Deputy Privacy Policy and that as a Deputy Partner you must not do anything that is in conflict with the Standard Customer Agreement.

8. Promotion & Marketing

As a Deputy Partner, you must use your best commercial endeavours to market, promote and demonstrate the Deputy Solutions to your customers and contacts and in doing so:

(a) only use the Deputy Trademarks in accordance with the Deputy Brand Guidelines (available in the PartnerStack Platform);

(b) comply with Deputy’s product specifications, the terms and conditions specified in the Standard Customer Agreement, the Deputy Policies and reasonable instructions given by Deputy from time to time; 

(c) not misrepresent any features of the Deputy Solutions and not make any representations to any third party about the Deputy Solutions that are misleading, deceptive or false in any respect; and

(d) perform your obligations in accordance with the highest applicable industry standards and in compliance with all applicable laws.

9. No modification of Deputy Application

You acknowledge and agree that you have not, and must not, grant to any third party, any rights to copy, reproduce, publish, modify, customise, make an adaptation of, develop, translate into another computer language, decompile, or reverse engineer any Source Code or any other Intellectual Property Rights embodied in any Deputy Application.

For clarity, nothing in this section restricts a Deputy Partner from copying, reproducing, modifying, customising, adapting or developing any part of the Configurable Environment, provided that any such actions are done in accordance with the terms applicable to the Configurable Environment and with Deputy Policies as notified by Deputy to Deputy Partner from time to time.

10. Fees & Payment 

In consideration for the services provided under these Terms, Deputy will pay Fees to the Deputy Partner in accordance with the relevant Channel Terms.

Unless provided otherwise in any Specific Terms or under the Channel Terms, Fees will be paid within 45 days after the end of each calendar month into your nominated bank account. You acknowledge that Deputy may discharge any obligation to pay Fees to a Deputy Partner by paying, or by procuring the provider of the PartnerStack Platform (the Platform Provider) to pay, any amounts payable to your PayPal, Stripe or other payment processing account permitted by the Platform Provider from time to time (which you must establish and maintain during the Term). 

Deputy (as defined in these terms) may appoint Deputec Pty Limited to process invoices and payments required under these Terms on its behalf. You acknowledge and agree that you may receive invoices from, be required to make payments to, and receive payments from Deputec Pty Limited and hereby accept the validity of any such invoices and payments to or from Deputec Pty Limited.

11. Intellectual Property

You acknowledge and agree that Deputy (or its licensor) is the owner of all Intellectual Property Rights in respect of the Deputy Application, the Customer Installation, the Configurable Environment, the Deputy Infrastructure, the Deputy website the Deputy Trademarks, any documentation provided by Deputy in the PartnerStack Platform, and any Improvements (Deputy Intellectual Property Rights).

Unless expressly provided for in these Terms, the Channel Terms or the Specific Terms, nothing in these Terms, the Channel Terms or the Specific Terms constitutes a licence, sale or any other transfer of rights in any of the Deputy Intellectual Property Rights. You must not take any action that may adversely affect or impair the Deputy Intellectual Property Rights.

Deputy grants you a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to display the Deputy Trademarks solely to perform your obligations under these Terms, the Channel Terms and any Specific Terms. You acknowledge and agree that: (a) you will use Deputy’s Trademarks only as permitted by these Terms, the Channel Terms or any Specific Terms; (b) you will use the Deputy Trademarks in a lawful manner and in compliance with Deputy’s Brand Guidelines; (c) the Deputy Trademarks are the sole property of Deputy or its licensors; (d) you shall not contest the validity of any Deputy Trademarks; and (e) you shall not, now or in the future, apply for or use any term or mark confusingly similar to any Deputy Trademarks. Any and all goodwill or other benefits generated from the use of the Deputy Trademarks shall inure to the sole benefit of Deputy or the Deputy Trademark owner.

You agree to promptly notify Deputy of: (a) any claims or objections that any aspect of the Services may or will infringe the Intellectual Property Rights of a third party; and (b) any infringements, illegal use or misuse by any person of the Deputy Intellectual Property Rights, which in each case come to your attention.

You must not take any legal action in relation to the protection of any Deputy Intellectual Property Rights without Deputy’s prior written consent. You agree to provide Deputy with all reasonable assistance in connection with any matter relating to the protection of any Deputy Intellectual Property Rights or any claims or objections in relation to the Deputy Intellectual Property Rights, including refraining from further marketing, promotion or other activities under these Terms or taking such other steps as may be appropriate to limit Deputy’s (or its licensor’s) potential liability exposure to any third party.

12. Term & Termination

These Terms commence on the Effective Date and continue until they are terminated (Term). 

Either party may terminate these Terms at any time by giving the other party at least 30 days’ notice. 

Deputy may also terminate these Terms immediately if you breach these Terms, the Channel Terms or any Specific Terms. If these Terms are terminated for any reason: (a) all licenses granted by either party to the other will terminate; (b) you will immediately cease use of, and remove from your site, all Deputy materials and logos; (c) you will immediately cease to identify yourself or hold yourself out as a Deputy Partner; and (d) termination does not affect any rights and obligations relating to payment that arose prior to termination.

Termination of these Terms will also result in the immediate termination of any Channel Terms and Specific Terms.

13. Confidential Information

Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms, the Channel Terms and any Specific Terms and in accordance with any other obligations in these Terms, the Channel Terms and any Specific Terms. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of Confidential Information, other than: (a) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform the party’s obligations under these Terms, the Channel Terms and any Specific Terms and who are bound in writing to keep the information confidential; or (b) as required by any applicable law, regulatory body or court order. 

Confidential Information shall not include any information that the receiving party can prove: (i) was already in the public domain, or was already known by or in the possession of the receiving party on a non-confidential basis, at the time of disclosure of such information; (ii) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms, the Channel Terms and any Specific Terms; or (iii) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms, the Channel Terms and any Specific Terms. 

Confidential Information is provided “as is” and the disclosing party makes no representations or warranties, express, implied or otherwise, regarding the accuracy or completeness of the Confidential Information and, to the extent permitted by law, the fitness of the Confidential Information for any purpose.

14. Privacy

Deputy maintains a Privacy Policy that describes how we handle the Personal Information you provide to us when you apply to join the Deputy Partner Program and when you provide Services. You should read that policy and you will be taken to have accepted that policy when you accept these Terms. 

You acknowledge that, in the course of performing your obligations under these Terms, the Channel Terms and any Specific Terms, you may come into possession or control of Personal Information provided by Deputy, Customers or Customers’ authorised users. You must ensure that when you collect, use, disclose or transfer such Personal Information you comply with all applicable Privacy Laws.

You must:

(a) only use Personal Information provided to or received by you in connection with the Deputy Partner Program for the sole purpose of, and only to the extent necessary to, perform your obligations under these Terms, the Channel Terms, any Specific Terms or as required by law;

(b) not disclose Personal Information you receive in connection with the Deputy Partner Program without the prior written consent of Deputy;

(c) ensure that no Personnel engaged by Deputy Partner who have access to Personal Information provided to them in connection with the Deputy Partner Program disclose or retain such Personal Information, except for the purposes of performing their obligations under these Terms, the Channel Terms and any Specific Terms;

(d) implement appropriate technical and organisational security measures to protect any Personal Information you receive in connection with the Deputy Partner Program from misuse and loss and from unauthorised access, modification or disclosure;

(e) comply with all reasonable requests or directions of Deputy concerning:

(i) the security, use and disclosure of Personal Information provided by Deputy under these Terms, the Channel Terms and any Specific Terms;

(ii) access to and correction of any such Personal Information by the individual to whom it relates; 

(iii) any complaints about the handling of such Personal Information; and

(iv)compliance with its guidelines concerning the handling of Personal Information.

(f) immediately notify Deputy as soon as you become aware that you may be required by law to use or disclose any Personal Information received in connection with the Deputy Partner Program, and provide all reasonable assistance requested by Deputy to resist or object to such use or disclosure; 

(g) notify Deputy as soon as reasonably practicable after becoming aware of any breach of this section 14; and

(h) on the termination of these Terms for any reason and subject to all applicable laws and regulations:

(i) securely destroy any Personal Information in your possession, custody or control in accordance with the reasonable directions of Deputy, and certify to Deputy that you have completed such destruction; or

(ii) if destruction of Personal Information held electronically is not possible, take all reasonable efforts to expunge such Personal Information.

15. Deputy Information and Customer Data

The Deputy Information is and will remain the property of Deputy.  You must not:

(a) use or copy any Deputy Information for any purpose other than for the purposes of these Terms, the Channel Terms and any Specific Terms; 

(b) purport to sell, let for hire, assert a lien over, assign rights in or otherwise deal with any Deputy Information; or

(c) commercially exploit any Deputy Information other than for the purposes of these Terms, the Channel Terms and any Specific Terms.

The Customer Data is and will remain the property of the Customer. You may only deal with Customer Data in accordance with the requirements of the Standard Customer Agreement and the provisions of these Terms, the Channel Terms and any Specific Terms.

You must establish and maintain safeguards against the destruction, loss or damage of Deputy Information and Customer Data in your possession, custody or control consistent with good industry practices. 

You must notify Deputy promptly, and in no event within 72 hours of you becoming aware of, any accidental or unlawful access, destruction, loss or alteration of, or any or any unauthorised disclosure of or access to, Deputy Information and/or Customer Data.

16. Warranties

As at the Effective Date and at all times during the Term, Deputy represents and warrants to Deputy Partner that: 

(a) it holds the full right, power and authority to enter into and fully perform its obligations under these Terms, the Channel Terms and any Specific Terms; 

(b) it holds, all licences, authorisations and regulatory permits or consents necessary for the performance of its obligations under these Terms, the Channel Terms and any Specific Terms; and 

(c) the performance of its obligations under these Terms, the Channel Terms and any Specific Terms will not infringe the Intellectual Property Rights of any party (including a third party).

As at the Effective Date and at all times during the Term, the Deputy Partner represents and warrants to Deputy that:

(a) it holds the full right, power and authority to enter into and fully perform its obligations under these Terms, the Channel Terms and any Specific Terms;

(b) it holds, all licences, authorisations and regulatory permits or consents necessary for it to provide the Services and perform its obligations under these Terms, the Channel Terms and any Specific Terms; 

(c) the performance of its obligations under these Terms, the Channel Terms and any Specific Terms will not infringe the Intellectual Property Rights of any party (including a third party); 

(d) the Services will be provided at all times in accordance with these Terms, the Channel Terms and any Specific Terms and will be provided to a high standard; 

(e) it has all resources, skills and expertise to provide the Services and otherwise comply with its obligations under these Terms, the Channel Terms and any Specific Terms; 

(f) the representations it has made and the information it has provided in its Application (including the Deputy FCPA Certification) are true and correct in all material respects; and

(g) it will not engage in any conduct which is in violation of, or potentially in violation of, any applicable local or foreign laws, regulations, codes of conduct and any direction or requirements of a government agency, including any anti-corruption laws or regulations. 

Except for the express representations and warranties stated above and statutory warranties that cannot be excluded under law (including warranties and guarantees under the Australian Consumer Law), and any Channel Warranties, neither party makes any additional representations or warranties of any kind, whether express, implied (either in fact or by operation of law) or statutory, including any implied warranty of merchantability or fitness for a particular purpose. The Deputy Application is made available to the Deputy Partner and Customers on an “as is” basis and Deputy does not warrant that the Deputy Application will operate error-free or without interruption.

In particular, while Deputy will take all reasonable measures to ensure that the settings within the Deputy Solutions comply with all applicable laws (including laws relating to minimum employee entitlements under any industrial instruments) (Applicable Laws), Deputy makes no warranties or representations in respect of the accuracy, reliability or compliance of the Deputy Solution with Applicable Laws and expressly disclaims all liability in relation to any claim that the Deputy Solution does not comply with Applicable Laws.

Deputy makes no representations or warranties with regard to the amount of money, if any, a Deputy Partner will make (or continue to make) by being a Deputy Partner under these Terms, the Channel Terms or any Specific Terms. 

17. Deputy Partner indemnity

Subject to the limitations set out under the sub-heading ‘Limitation of Liability’ in section 18, below, Deputy Partner indemnifies and must defend and hold Deputy harmless against all Losses that it suffers or incurs in connection with: 

(a) any breach by the Deputy Partner of these Terms, the Channel Terms and any Specific Terms; and

(b) any negligent or unlawful conduct of the Deputy Partner.  

18. Limitation of Liability

Subject to the exceptions below, to the extent permitted by law in no event will Deputy’s total aggregate liability for any and all Loss sustained by a Deputy Partner or its Related Entities in connection with these Terms, the Channel Terms and any Specific Terms (whether in contract, tort or otherwise) exceed USD one thousand dollars (US$1,000).

Subject to the exceptions below, to the extent permitted by law, neither party will have any liability to the other party (whether in contract, tort or otherwise) for any kind of indirect or consequential loss or damage, loss of revenue, loss of profit or anticipated profit or loss arising from business interruption arising out of or in connection with these Terms, the Channel Terms and any Specific Terms. 

The limitations of liability above do not apply in respect of any Loss arising out of, or in connection with: (a) the fraud or wilful misconduct of a party; and (b) in the case of the Deputy Partner: (i) a breach of its obligations under the sub-headings ‘No modification of Deputy Application’ and ‘Intellectual Property’, ‘Privacy’ or ‘Deputy Information and Customer Data’; (ii) a breach of any of the Deputy Partner’s warranties in paragraphs (f) and (g) under the sub-headings ‘Warranties’; and (iii) a breach by it of any of the Channel Warranties.

A party’s responsibility for any Loss arising out of or in connection with these Terms, the Channel Terms and any Specific Terms (including any amount claimed pursuant to any indemnity) will be reduced proportionally to the extent the Loss is caused or contributed to by the other party or their Personnel.

19. Changes to these Terms

We may amend, modify or replace these Terms and the Channel Terms, including any linked materials (collectively, changes), as our Deputy Partner Program evolves. If we do, we will give you notice at least 30 days in advance except where such changes are required more urgently to comply with any law, reflect any changes required by our suppliers, or to protect the Deputy Partner Program ecosystem.  If you do not accept any such changes, you may cancel these Terms without future obligation by giving us notice at any time before the changes come into effect.

By continuing to participate in the Deputy Partner Program following any changes to these Terms or the Channel Terms, you agree to be bound by such revised terms.

20. General Provisions

Notices: If you need to give us a notice about something under these Terms, the Channel Terms or any Specific Terms, that notice must be in writing and sent by email to legal@deputy.com. If we need to give you a notice about something under these Terms, the Channel Terms or any Specific Terms, that notice must be in writing and sent by email to the email address that you register with us in your application or sent to your account within the PartnerStack Platform. You may update your email address by logging into your account in the PartnerStack Platform. A notice will be deemed to have been received 4 hours after the sent time (as recorded on the sender’s server), unless the sender receives a notice from the recipient’s server or internet service provider that the message has not been delivered to the recipient. 

Audit: Deputy has the right to audit the financial and other records of Deputy Partner to verify the Deputy Partner’s performance under these Terms, the Channel Terms and any Specific Terms from time to time during the Term on the supply of reasonable notice.

Assignment: A party may not assign, transfer or novate its rights or obligations under these Terms, the Channel Terms or any Specific Terms without the prior written consent of the other party, provided that Deputy may assign or novate these Terms, the Channel Terms and any Specific Terms: (a) to any of its Related Entities; or (b) to any bona fide third party in connection with a merger, acquisition or sale of all or any portion of its assets, effective immediately upon Deputy notifying the Deputy Partner.

Severability: If any provision of these Terms, the Channel Terms or any Specific Terms is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable, then such provision shall be severed from these Terms, the Channel Terms or any Specific Terms, as applicable and the remainder of these Terms, the Channel Terms or any Specific Terms, as applicable will be binding on the parties. 

Use of Deputy Partner name: You consent to Deputy using on a non-exclusive and royalty free basis your company name and logo as a reference for marketing or promotional purposes on Deputy’s website and other marketing communications with existing or potential Deputy customers, subject to any trademark guidelines provided by you to Deputy from time-to-time. 

Force Majeure: Neither party will be liable in any way under these Terms, the Channel Terms or any Specific Terms by reason of any failure or delay to perform any obligation, where such failure is due to internet outage, war, terrorist activity, strike, lockout, riot, industrial action, fire, storm, tempest, act of God, material shortage, government law or regulation or requirement or any other cause beyond the reasonable control of the other party.

Relationship of the parties: The parties are independent contractors. These Terms, the Channel Terms or any Specific Terms do not create a partnership, joint venture, agency or other relationship between the parties.

Rights of third parties: A person who is not a party to these Terms, the Channel Terms or any Specific Terms has no right to benefit under or to enforce any of these Terms, the Channel Terms or any Specific Terms. 

Waiver: The waiver by any party of any breach of these Terms, the Channel Terms or any Specific Terms, as applicable is not deemed a waiver of any other breach. No waiver will be effective unless made in writing.  

Governing law and jurisdiction: All references to ‘Deputy’,’ ‘we’, or ‘us’ under these Terms, the Channel Terms and any Specific Terms and what law will apply in any dispute or lawsuit arising out of or in connection with these Terms, the Channel Terms and any Specific Terms depends on where the Deputy Partner is domiciled.

These Terms, the Channel Terms and any Specific Terms, and any disputes arising out of or related hereto, are governed exclusively by the applicable Governing Law above.  The courts located in the applicable Venue above will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these Terms, the Channel Terms and any Specific Terms or their formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts.

Entire Agreement: These Terms, together with the Channel Terms and any Specific Terms, embodies the entire agreement and supersedes any prior negotiation, arrangement, understanding or agreement with respect to the subject matter or any term of these Terms.

21. Definitions

Australian Consumer Law means the Australian Consumer Law Schedule of the Competition and Consumer Act 2010 (Cth) and its associated Regulations, as amended. 

Channel Warranties means the representations and warranties given by the Deputy Partner in favour of Deputy in the Channel Terms and the Specific Terms.

Confidential Information includes any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary.

Configurable Environment means the configurable software interface that enables a third party (including a Customer) to modify Demxl scripts, reports and customisable applications in order to:

(a) customise the format and appearance of a Deputy Solution interface; 

(b) customise reporting outputs; and

(c) link or otherwise connect the Deputy Application to software applications and platforms licensed or controlled by the third party,

but expressly excludes the Source Code.

Customer means any subscriber for the Deputy Solutions under the Standard Customer Agreement.

Customer Data has the meaning given in the Standard Customer Agreement.

Customer Installation means the installation program of the Deputy Application (which may vary from time to time) provided by Deputy and made available to Customers.

Deputy has the meaning given under “Governing law and jurisdiction” in the “General Provisions” section above.

Deputy Application means the employee scheduling, time and attendance, task management, business procedure management, payroll integration, workplace social media services and other online software applications owned or licensed by Deputy, including all updates, new releases and localisations of such software made available by Deputy to Deputy Partners, Customers and their authorised users.

Deputy’s Brand Guidelines means the guidelines published by Deputy from time to time in relation to the use by Deputy Partners of the Deputy Trademarks and other Deputy Intellectual Property Rights, available in the PartnerStack Platform.     

Deputy Information means all data and information relating to Deputy and its Related Entities or their operations, facilities, clients, Personnel, customers, assets, products, sales and transactions in whatever form such information may exist and whether entered into, stored in, generated or processed by the Deputy Application, and includes:

(a) any database in which such information is contained;

(b) documentation or records related to such data or information;

(c) products resulting from the use or manipulation of such data or information;

(d) other data and other information generated, stored or processed by any equipment or software; and

(e) any copies of the above.

Deputy Intellectual Property Rights means the Intellectual Property Rights owned or licensed by Deputy from time to time, including without limitation the Deputy Trademarks. 

Deputy Infrastructure means the computer servers or other hardware used by Deputy in connection with the provision of the Deputy Application. 

Deputy Partner means a person who accepts the offer made by Deputy to participate in the Deputy Partner Program in accordance with these Terms. “You” and “your” shall be similarly construed.

Deputy Policies means the policies and procedures relevant to the marketing, sale (including resale) and support of the Deputy Solutions, as contained in the PartnerStack Platform and otherwise as may be notified by Deputy to the Deputy Partner from time to time.

Deputy Solutions means the products and services supplied by Deputy, including the Deputy Application.

Deputy Trademarks means trademarks, service marks, trade names, domain names, trade dress, logos and similar designations, whether registered or unregistered, used in connection with the Deputy Solutions.

Effective Date means the date on which the Deputy Partner accepts these Terms in accordance with the process described in these Terms under the sub-heading ‘Application & Appointment’ or such other date as is set out in the Specific Terms.

Fees means any monetary or non-monetary rewards, bounties, commissions, or anything of the like earned by Deputy Partner in respect of the Deputy Partner Program, that is payable by Deputy.

Improvements means in respect of any material (including software), any modification, development, new use or other change to any part of such material, including any such modification, development, new use or other change which provides new or improved functionality of the Deputy Solutions. 

Intellectual Property Right means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered. 

Loss or Losses means all liabilities, losses, damages, costs and expenses (including reasonable legal costs and disbursements), costs of investigation, litigation, settlement, judgment, interest and penalties.

PartnerStack Platform is defined in the “Application & Appointment" section, above.

Personal Information means any information relating to an identified or identifiable individual or any other information defined as ‘personal information’ or ‘personal data’ under applicable Privacy Laws.

Personnel of a party means officers, employees, contractors, agents, subcontractors and professional advisors of that party, and includes officers, employees, contractors, agents and subcontractors of any subcontractor.

Privacy Laws means, without limitation:

(a) all data protection or privacy laws and regulations applicable to Personal Information of individuals within the United States, including the California Consumer Privacy Act of 2018 (as amended from time to time including but not limited to the California Privacy Rights Act of 2020 and its implementing regulations);

(b) Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation (the EU GDPR) and the UK’s Data Protection Act 2018 and the EU GDPR as incorporated into United Kingdom Law pursuant to clause 3 of the European Union (Withdrawal) Act 2018;

(c) the Privacy Act 1988 (Cth);

(d) any legislation (to the extent that such legislation applies to Deputy or Deputy Partner) from time to time in force in any:

• Australian jurisdiction (which includes the Commonwealth of Australia and any State or Territory of Australia); and

• non-Australian jurisdiction (to the extent that Deputy or Deputy Partner is subject to the laws of that jurisdiction), 

affecting privacy, Personal Information or the collection, handling, storage, processing, use or disclosure of data; and

(e) any ancillary mandatory rules, guidelines, orders, directions, directives, codes of conduct or other instruments made or issued under them, as amended from time to time.

Related Entity means a ‘related body corporate’ as defined in section 50 of the Corporations Act 2001 (Cth).

Services means any services provided by the Deputy Partner under these Terms, the Channel Terms and any Specific Terms. 

Source Code means all constituent elements of all computer programs, code, software, configuration data and application programming interfaces (including all text, data, images, animation, graphics, video and audio), including software tools, which are necessary for understanding, maintaining, operating, modifying, correcting and enhancing the Deputy Application, but expressly excludes the Configurable Environment. 

Specific Terms has the meaning given in the “Partner Categories and Structure" section, above.

Standard Customer Agreement means the standard form of customer subscription agreement published at www.deputy.com/terms.