Global Fusion Reseller Partner Agreements
BY SIGNING UP ON THE WEBSITE, THE USER BEING THE NEW RESELLER (Reseller) IS TAKEN TO HAVE AGREED TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT.
THE RESELLER AGREEMENT IS BETWEEN:
GLOBAL FUSION ABN 21 966 882 400 whose registered office is
L3 / 267 St Georges Terrace Perth in the State of Western Australia
THE PARTY NAMED IN THE SCHEDULE ("Reseller")
Global Fusion has offered to appoint Reseller as a reseller of Products and Services, and Reseller has accepted Global Fusion's offer to do so on the terms and conditions set out in this agreement.
THIS AGREEMENT WITNESSES that the parties agree that:
Global Fusion hereby grants, and the reseller accepts, a non-exclusive appointment as a reseller of products and services and upon and subject to the terms of this agreement.
The term of this agreement shall commence on the commencement date specified in the schedule and continue until terminated in accordance with this agreement.
2. Reseller's obligations
The reseller agrees to accept requests from the public for the purchase, cancellation, deletion, renewal, maintenance or transfer of products and services and to provide first level customer service, including billing and technical support, in respect of the services offered by it.
2.2. Compliance with the Australian Privacy Act and the Spam Act 2010
The Privacy Act regulates 'information privacy'. To find out what we mean by information privacy see What is privacy? The Privacy Act covers a number of different activities and sectors. As long as there is an Australian connection to a 'commercial electronic message', Spam Act rules will apply no matter who is going to get the message, or whose information is used. This means that the message must have originated or been commissioned in Australia or sent from overseas to an address accessed in Australia.
2.3. Receipt of complaints
The reseller shall receive complaints from its customers and shall act promptly to investigate and fairly resolve those complaints in accordance with its obligations under this agreement and policies.
The reseller shall take out adequate insurance against all normal risks arising in the course of its business including without limitation insurance against public liability, business interruption, fire, flood, burglary and accidental damage. The reseller shall provide a certificate of currency of its insurance policies to Global Fusion upon request.
3. Impermissible conduct by reseller
3.1. Unsolicited contact or registration
The reseller may not take any action on behalf of or make any unsolicited contact with a prospective customer unless that person has authorised or requested the reseller to do so, and without limitation to the foregoing may not submit a purchase on the prospective client's behalf unless specifically requested by that person to do so.
4. Relationship of parties
4.1. No legal partnership
The parties acknowledge that they are not in a legal partnership or joint venture and that neither party shall be entitled to pledge the credit of the other or to bind the other to any contract with a third party.
4.2. No fiduciary relationship
Neither party shall owe the other a fiduciary relationship or be precluded from competing with the other subject to the terms of this agreement; in particular, the reseller acknowledges that Global Fusion has a business in the retail of websites, software and marketing services.
The reseller shall be responsible for their own income tax and other taxes as defined under law which includes taxes on its pricing. Global Fusion shall not be responsible for any taxes which the reseller is liable to under the law.
5. Use of customer information
5.1. Reseller to keep customer details accurate
The reseller shall be responsible for maintaining the accuracy of customer details provided by its customers and shall keep those details up to date using such mechanisms as Global Fusion may prescribe from time to time within five business days of receiving notice of any change required to those details. Without limitation the reseller shall cause the purchase of a product or service to be cancelled if it becomes aware or has cause to believe that a customer is no longer entitled to the purchase of that product or service.
5.2. Not to misuse
The reseller must not sell, rent or otherwise deal with any information provided by its customers to any person other than as permitted or required by this agreement or by Office of the Australian Information Commissioner.
5.3. Not to claim intellectual property rights
The reseller agrees not to claim any intellectual property or other exclusive rights in the information it receives from customers or from Global Fusion.
5.4. Copyright material
All material displayed on Global Fusion's website and its sister companies' websites shall not be copied or reproduced in any form, shape without written consent provided by Global Fusion.
6.1. Calculation of fees
The fees payable by the reseller to Global Fusion are as set out in the reseller system and are calculated in Australian currency, on the number of fully paid currently purchased and services that the reseller has caused to be supplied by Global Fusion. The fees so calculated are to be paid in advance and in Australian currency only. Credit cards or direct deposits will also apply for all products and be billed during the order or purchase process.
6.2. Non-payment of fees
In the event of delinquent payment of fees Global Fusion may:
- refuse to accept any further applications for products and services or renewal from the reseller;
- delete, from the internet, any websites for which payment has not been received from the reseller in full;
- give notice of termination of this agreement to the reseller; and
- pursue any other remedy available to it under this agreement or at law.
A party shall not, without the prior written approval of the other party, disclose the confidential information of the other party, except in circumstances where it is legally compelled to do so. Each party shall take all reasonable steps to ensure that its employees and agents, and any sub-contractors engaged for the purposes of this agreement, do not make public or disclose the other party's confidential information. Notwithstanding any other provision of this clause, Global Fusion may disclose the terms of this agreement (other than confidential information of a technical nature) to its related companies, solicitors, auditors, insurers or accountants. This clause shall survive the termination of this agreement.
8. Implied terms
Any condition or warranty which would otherwise be implied in this agreement is hereby excluded to the extent permitted by law. If the full exclusion of any condition or warranty is not permitted by law, the liability of Global Fusion for any breach of such condition or warranty shall be limited, at the option of Global Fusion, to one or more of the following:
- if the breach relates to goods:
- the replacement of the goods or the supply of the equivalent goods;
- the repair of such goods;
- the payment of the cost of replacing the goods or of acquiring equivalent goods; or
- the payment of the cost of having the goods repaired; and
- if the breach relates to services:
- the supplying of the services again; or
- the payment of the cost of having the services supplied again.
9.1. Limitation of liability
Global Fusion shall be under no liability to the reseller in respect of any loss or damage (including consequential loss or damage) which may be suffered or incurred or which may arise directly or indirectly in respect of goods or services supplied pursuant to this agreement or in respect of a failure or omission on the part of Global Fusion to comply with its obligations under this agreement.
9.2. No representations
The reseller acknowledges that to the extent Global Fusion has made any representation which is not otherwise expressly stated in this agreement, the reseller has been provided with an opportunity to independently verify that the accuracy of that representation. Subject to the above, the reseller warrants that it has not relied on any representation made by Global Fusion which has not been stated expressly in this agreement or upon any descriptions, illustrations or specifications contained in any document including catalogues or publicity material produced by Global Fusion.
The reseller shall at all times indemnify and hold harmless Global Fusion and its officers, employees and agents from and against any loss (including reasonable legal costs and expenses) or liability reasonably incurred or suffered by any of those indemnified where such loss or liability was caused by:
- a breach by the reseller of its obligations under this agreement; or
- any wilful, unlawful, or negligent act or omission of the reseller.
9.4. Transfer of clients to Global Fusion
Global Fusion may at its discretion transfer any clients of the reseller to its own brand if any of the reseller's clients request the same in writing. The reseller acknowledges that the clients would have signified this intention to Global Fusion as a result of the reseller's failure to provide minimum support to its clients.
Global Fusion shall not be liable for any interruptions to the reseller's system or web hosting services.
The reseller acknowledges and agrees that neither Global Fusion nor its employees or agents may take any responsibility or instructions with respect to the reseller's websites or reseller's configuration adjustments.
9.7. Pricing adjustments
Global Fusion cannot guarantee pricing on products including services and the reseller acknowledges and agrees that prices may change without notice. In the event of this happening, the products in the system wholesale rate will be adjusted and the reseller's retail sell price will be adjusted if it doesn't meet the minimum amount.
Global Fusion shall be entitled to terminate the reseller's accounts if it breaches any policy, all reseller's clients will be sent an email notifying them of such breach and then such clients will be transferred to Global Fusion.
11. Miscellaneous provisions
References to a party to this contract include the party, his executors, administrators, or permitted assigns (or in the case of a corporation, the party and its successors and assigns or permitted assigns). The word "person" includes a corporation. Words written in the singular shall include the plural and vice versa, and the masculine or neuter genders shall include every gender. References to statutes shall include all statutes, amending, consolidated or replacing them. If two or more parties enter into covenants, obligations or agreements together, those covenants, obligations or agreements shall bind them all jointly and severally. The words "in writing" include any communication sent by letter, facsimile or email.
Where under this contract:
- anything is required to be done on the 29th, 30th, or 31st day of a month which does not contain such a date, references to that date shall be construed as references to the last day of the month;
- anything falls due to be done on a Saturday, Sunday or gazetted public holiday or a notice is deemed to be served on that date, the next day which is not a Saturday, Sunday or gazetted public holiday will be the date by which that thing falls due or when service is deemed to occur.
11.3. Further acts
Each party do whatever further acts and execute whatever further documents as might be required by law or reasonably requested by the other party in order to carry out and affect the intent and purpose of this contract.
11.4. Governing law
The laws of Western Australia govern this contract. Any dispute arising from this contract is to be determined by the courts of Western Australia and any court of appeal from a Western Australian court.
Global Fusion may assign the benefit of this contract to any related body corporate of Global Fusion as that term is defined in the Corporations Law. The reseller may not assign this contract without the prior written consent of Global Fusion.
11.6. Waiver not to affect rights
If Global Fusion fails to enforce its rights under this contract or to require the consultant to comply with any of its obligations under this contract, this shall not prevent Global Fusion enforcing those rights in the future or taking advantage of any remedies that it may as a result of the reseller's breach.
This contract may be varied without notice after it has been accepted during the reseller signup stage located on the www.globalfusion.com.au website. Please see http://www.globalfusion.com.au/reseller-terms for all updated policies, contracts and agreements.
11.8. Entire agreement
This agreement constitutes the entire agreement between the parties and supersedes all prior representations, agreements, statements and understanding, whether verbal or in writing.
If any provision of this agreement is held invalid, unenforceable or illegal for any reason, the agreement shall remain otherwise in full force apart from such provisions which shall deemed deleted.
11.10. Survival of agreement
Subject to any provision to the contrary, this agreement shall enure to the benefit of and be binding upon the parties and their successors, trustees, permitted assigns or receivers but shall not enure to the benefit of any other persons. The covenants, conditions and provisions of this agreement which are capable of having effect after the expiration of the agreement shall remain in full force and effect following the expiration of the agreement.
Notices under this agreement may be delivered by hand, mail, web, facsimile or email to the appropriate address specified by either party to the other in writing. Notice will be deemed given:
- in the case of hand delivery, upon written acknowledgement of receipt by an officer or other duly authorised employee, agent or representative of the receiving Party;
- in the case of posting, three (3) days after despatch;
- in the case of facsimile, upon receipt of transmission if received on a business day or otherwise at the commencement of the first business day following transmission;
- in the case of email, at the commencement of the first business day following transmission unless a non-delivery message is received by the sender in the meantime.
BY SIGNING UP ON THE WEBSITE, THE RESELLER IS TAKEN TO HAVE AGREED TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT