1. Introduction 

(a) Deputy’s referral Channel is known as the “Deputy Advocate Program”. 

(b) These terms (the Referral Terms) apply to the supply of Referral Services by the Deputy Partner to Deputy under the Deputy Advocate Program. 

(c) The Referral Terms are to be read together with the Deputy Partner Program Terms. Terms defined in the Deputy Partner Program Terms have the same meaning when used in these Referral Terms, unless the context requires otherwise. 

(d) We may update these Referral Terms as the Deputy Advocate Program evolves, and we will provide you with notice of any changes as described in section 19 of the Deputy Partner Program Terms.

2. Appointment as a Referral Channel Partner 

(a) Deputy appoints you as a non-exclusive referrer of the Deputy Solutions to Prospects in the Territory during the Term. 

(b) By accepting Deputy’s offer to join the Deputy Partner Program as a ‘Deputy Referral Partner’ you have agreed to these Referral Terms. 

(c) You may not assign or transfer or subcontract any rights under these Referral Terms without Deputy’s prior written consent. 

(d) Referral Services are provided to Deputy, and you will not have any contractual or other legal relationship with Customers regarding the Referral Services. 

3. Deputy Partner’s obligations 

3.1. General obligations 

During the Term, you agree to: 

(a) supply the Referral Services in the Territory in accordance with and subject to these Referral Terms, any Specific Terms and the Deputy Partner Program Terms; 

(b) complete and maintain any minimum Certification requirements that Deputy mandates of participants in the Deputy Advocate Program; 

(c) provide the Referral Services with all due care and skill; 

(d) deliver the Referral Services in accordance with all applicable laws; and 

(e) promptly notify Deputy if you become aware of any matters that will adversely affect or are likely to adversely affect the supply of the Referral Services, or the provision of the Deputy Solutions to any Prospect. 

3.2. Referral Services 

(a) In providing the Referral Services, you agree to:

(i) demonstrate the Deputy Application to Prospects and other persons who may be interested in becoming Customers; 

(ii) regularly inform Deputy of any matters that may affect or assist in the marketing and promotion of the Deputy Solutions in the Territory; 

(iii) record the details of all Prospects in the PartnerStack Platform. You acknowledge that the PartnerStack Platform may not permit you to register a person as a Prospect in certain circumstances, including if the Prospect’s details have been submitted to Deputy previously by you or another Deputy Partner, or if the Prospect is a Disqualified Lead; 

(iv) only record a Prospect in the PartnerStack Platform if you have engaged in a direct communication exchange with the Prospect and you have reasonable grounds to believe that the Prospect is interested in becoming a Customer; 

(v) only use Deputy supplied or approved marketing, promotional and training materials (and other supporting documentation) in the marketing and promotion of Deputy Solutions, including those that are available on the PartnerStack Platform; and 

(vi) comply with such guidelines, policies and procedures that apply to the supply of the Referral Services which Deputy notifies you of from time to time, including those published on the PartnerStack Platform. 

4. Deputy’s obligations 

(a) Deputy will make the Deputy Application available to Customers in accordance with the Standard Customer Agreement. 

(b) You acknowledge that Deputy may, in its sole discretion: 

(i) elect not to enter a Standard Customer Agreement with any Prospect; or

(ii) terminate a Standard Customer Agreement with a Converted Lead at any time, 

without any obligation to provide you with reasons or an explanation. If a Standard Customer Agreement with a Converted Lead is terminated, you are entitled to receive all Referral Benefits that are due in respect of the period ending on the effective date of termination. 

(c) You acknowledge and agree that Deputy will have the sole discretion regarding the Subscription Fees charged to Customers under the Standard Customer Agreements and that Deputy may in its sole discretion increase, decrease or otherwise vary such Subscription Fees (both under current and new Standard Customer Agreements).

5. Fees and payment 

5.1. Deputy Advocate Program Incentive Structure 

(a) In consideration for you providing the Referral Services, you may be entitled to receive certain benefits, which may include monetary or non-monetary rewards (e.g. a credit or discount for the benefit of a Converted Lead), rewards, bounties, commissions, or other benefits (each a Referral Benefit). 

(b) The specific Referral Benefits for each tier (e.g. Advocate, Ambassador & Champion) of the referral Channel, including the eligibility criteria for such benefits, are described in the PartnerStack Platform in a document titled “Deputy Advocate Program Incentive Structure” or similar (the Incentive Structure). 

(c) The Incentive Structure forms part of these Referral Terms and may be updated from time to time in accordance with section 19 of the Deputy Partner Program Terms. If there is any inconsistency between the Incentive Structure and any other part of these Referral Terms, the Incentive Structure prevails. 

5.2. Payment terms 

(a) During the Term, Deputy will pay (or will procure that PartnerStack pays) to you, the Referral Benefits in accordance with the Incentive Structure within 45 days after the end of each calendar month during the Payment Period. 

(b) Notwithstanding the preceding paragraph, if the Referral Benefits (e.g. a discount to a Converted Lead’s subscription fees under a Standard Customer Agreement) do not comprise a monetary payment, then such Referral Benefit will be applied in accordance with the Incentive Structure. 

(c) A Converted Lead’s use of the Deputy Application after the Payment Period does not entitle you to any fees or other payments. 

(d) If you believe that a Referral Benefit paid to you or otherwise made available, is incorrect, you must notify Deputy in writing within 10 days of the date that the Referral Benefit is: 

(i) paid or provided to you or the Converted Lead; or, 

(ii) made available to be accessed by you from the PartnerStack Platform, 

whichever is earlier. If you do not provide notice to Deputy within this timeframe, you are irrevocably deemed to have accepted such Referral Benefit as correct and (where applicable) full payment, for the relevant month. 

(e) Despite any other provision of these Referral Terms, Deputy is under no obligation to pay you Referral Benefits for any month until Deputy receives payment of the Subscription Fees from the relevant Converted Lead for that month. 

5.3. Payment processor account 

(a) PartnerStack may require, as a condition to you accessing Referral Benefits from the PartnerStack Platform, that you have, and maintain in good standing, an account with PayPal, Stripe or other payment processor permitted by PartnerStack from time to time. We are not responsible for, and have no liability in connection with, the services provided to you by such payment processor.

5.4. Set off 

(a) Deputy may, without notice to Deputy Partner, set off any liability owed by Deputy Partner to it against any liability owed by it to Deputy Partner, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under these Referral Terms. 

(b) If the liabilities to be set off under this section 5.4 are expressed in different currencies, Deputy may convert either liability at a market rate of exchange for the purpose of set-off. 

(c) Any exercise by Deputy of its rights under this section 5.4 does not limit or affect any other rights or remedies available to it under these Referral Terms or otherwise. 

6. Tax

(a) The Referral Benefits are exclusive of all Tax. 

(b) Subject to section 6(c), to the extent that any Tax applies, Deputy or Deputy Partner must pay for the Tax based on their responsibility under local law. 

(c) To the extent that sales Tax (including GST in Australia and VAT in the United Kingdom) applies to a supply under these Referral Terms, the recipient will pay an additional amount of consideration to the supplier equalƒ to the applicable Tax, subject to the receipt of a valid tax invoice. 

7. Consequence of Termination 

On termination of these Referral Terms following notice by either party under the Deputy Partner Program Terms: 

(a) the Deputy Partner will, on and from the effective date of termination, cease to be entitled to payment of any Referral Benefits; and 

(b) Deputy will, within 45 days of termination, pay to the Deputy Partner any Referral Benefits accrued but unpaid as at the date of termination. 

For clarity, the parties acknowledge and agree that any Standard Customer Agreements entered into between Deputy and Converted Leads will remain in force despite the termination of these Referral Terms. 

8. Definitions 

In these Referral Terms: 

Authorised User has the same meaning given in the Standard Customer Agreement. 

Certified means the Partner has been notified by Deputy that it has satisfied the certification criteria set by Deputy from time to time. “Certification” shall be similarly construed. 

Converted Lead means a Prospect that has become a Customer by entering a Standard Customer Agreement within 12 months of being entered into the PartnerStack Platform by the Deputy Partner and in respect of which a Verification Document has been submitted to Deputy. 

Disqualified Lead means that a potential Prospect: (a) has been actively engaged in a sales process with Deputy at any time during the preceding 180 days; (b) was a Customer of Deputy in the preceding 12 months; and/or (c) has previously been referred by a third party to Deputy and, therefore, considered a referral of such third party.

Excluded Revenue means any amounts payable for or in respect of: (a) SMS or other messaging charges or services; (b) customised set-up or customised, personalised or other work provided by Deputy to a Customer and tailored specifically for that Customer or for or in respect of work or services which are not provided to all Customers; and (c) service offerings that are not of a recurring or subscription based nature. 

Incentive Structure has the meaning given by section 5.1(b) of these Referral Terms. 

Net Subscription Fees means monthly Subscription Fees from Converted Leads received by Deputy less any Tax included as a part of the Subscription Fees and less any credits, refunds or chargebacks. 

Payment Period means the initial 12 month period during which a Converted Lead is a Customer. 

Prospects means prospective Customers who became aware of the Deputy Application or Deputy Solutions as a result of direct marketing activities of the Deputy Partner and who are recorded by the Deputy Partner and accepted by Deputy in the PartnerStack Platform as being a prospective Customer. 

Referral Services means to market, promote and demonstrate the Deputy Solutions to Prospects and other persons who may be interested in becoming Customers. 

Subscription Fees means the subscription fees actually paid by Customers to Deputy pursuant to the Standard Customer Agreements excluding any Excluded Revenue. 

Tax means any tax (including sales tax), levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay, or delay in paying, any of the same). 

Territory means the World. 

Verification Document means a document signed by a Prospect or confirmed by a Prospect using electronic means acceptable to Deputy (in such form required by Deputy from time to time) which confirms that the Prospect was introduced to the Deputy Solutions by the Deputy Partner.