Affiliate Agreement
This Affiliate Partner Agreement ("Agreement") is made and entered into effective as of the date of electronic acceptance by the Perinatal Practitioner, between:
The Centre of Bright Beginnings ("Program Provider"), located at 60 Brighton Rd, Scarborough WA 6019 | ABN 26 329 771 570,
AND
The Perinatal Practitioner or Business ("Affiliate Partner"), whose name, address and ABN are stated at the end of this agreement.
(Each a "Party" and collectively the "Parties").
RECITALS
WHEREAS, the Program Provider offers an online program titled "Yoga for Homebirth" (the "Program"); WHEREAS, the Affiliate Partner is a perinatal practitioner serving pregnant individuals; WHEREAS, the Affiliate Partner desires to refer their clients to the Program in exchange for a commission, and the Program Provider desires to offer a discount to referred clients;
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties agree as follows:
1. Purpose of Agreement
This Agreement establishes a non-exclusive affiliate partnership wherein the Affiliate Partner refers their clients ("Clients") to the Program Provider's "Yoga for Homebirth online program."
2. Program Details
The "Yoga for Homebirth online program" is an online course designed to support pregnant individuals preparing for a homebirth through yoga practices. Further details regarding the Program's content, duration, and current pricing are available on the Program Provider's official Yoga for Homebirth website.
3. Referral Process
3.1. The Program Provider shall provide the Affiliate Partner with a unique referral code or link ("Referral Mechanism") for tracking purposes.
3.2. The Affiliate Partner shall promote the Program to their Clients in a professional and ethical manner, ensuring that all claims made about the Program are accurate and consistent with information provided by the Program Provider.
3.3. For a referral to be valid under this Agreement, a Client must use the unique Referral Mechanism provided by the Affiliate Partner when purchasing the Program.
4. Disclosure of Affiliate Relationship to Clients
4.1 Disclosure Obligation: The Affiliate expressly acknowledges and agrees that, when recommending or promoting the Course(s) to any client, prospective client, or third party (collectively, 'Clients'), the Affiliate shall, at all times, clearly, conspicuously, and unambiguously disclose their affiliate relationship with The Centre of Bright Beginnings and the potential for the Affiliate to earn a commission or other compensation from such recommendation or promotion. This disclosure must be made prior to, or at the point of, any recommendation or engagement that could lead to a Client's enrolment.
4.2 Manner of Disclosure: Such disclosure must be made upfront, proximate to the recommendation, and in a manner that is easily noticed and understood by the average Client, regardless of the medium of communication (e.g., verbal, written, digital, social media posts, video content, email correspondence). Examples of acceptable disclosure include, but are not limited to, explicit statements such as 'I am an affiliate for The Centre of Bright Beginnings and may earn a commission if you enrol in this course,' or, where appropriate for the medium and context, using clear and prominent hashtags like #Ad or #Affiliate. The Affiliate shall not hide, obscure, or make the disclosure difficult to find or understand, nor shall they rely solely on disclosures buried in privacy policies, terms of service, or website footers.
4.3 Compliance with Laws: The Affiliate further agrees to comply with all applicable laws and regulations regarding disclosure and advertising in the jurisdictions where their audience is located, including but not limited to the Australian Consumer Law, the Privacy Act 1988, and the Spam Act 2003, as well as any guidelines issued by relevant regulatory bodies such as the Australian Competition and Consumer Commission (ACCC) or international bodies like the Federal Trade Commission (FTC) where applicable.
5. Commission Structure and Client Discount
5.1. Affiliate Partner Commission: For each successful referral where a Client purchases the Program using the Affiliate Partner's unique Referral Mechanism, the Affiliate Partner shall receive a commission equal to fifteen percent (15%) of the net cost of the Program paid by the Client. "Net cost" excludes any taxes, fees, or refunds.
5.2. Client Discount: Clients referred by the Affiliate Partner using the unique Referral Mechanism shall receive a AUD$50 discount off the standard cost of the Program at the time of purchase.
6. Payment Terms
6.1. Commissions earned by the Affiliate Partner will be calculated based on completed Program purchases (i.e., after any refund periods have elapsed) during each calendar quarter.
6.2. Value of earned commissions will be communicated quarterly, within thirty (30) days following the end of each calendar quarter (e.g., commissions for January-March will be notified by April 30th).
6.3. Distributions of earned commissions will be made within thirty (30) days following the receipt of an invoice from the Affiliate Partner for the amount earned during the previous quarter.
6.4. Payments will be made via the method specified on the Affiliate Partner's invoice. The Affiliate Partner is responsible for providing accurate payment details and incurring any bank fees associated with their payment.
6.5. The Affiliate Partner is solely responsible for any and all taxes, duties, or other governmental charges that may be imposed on the commissions earned under this Agreement.
7. Term and Termination
7.1. Term: This Agreement shall commence on the date of electronic acceptance by the Affiliate Partner and shall continue until terminated by either Party in accordance with this Section 6.
7.2. Termination: Either Party may terminate this Agreement at any time, with or without cause, by providing thirty (30) days' written notice to the other Party.
7.3. Effect of Termination: Upon termination, the Affiliate Partner shall cease all promotion of the Program and discontinue use of the Referral Mechanism. Any commissions earned prior to the effective date of termination, and validly tracked, shall be paid out during the next scheduled quarterly distribution.
8. Confidentiality
Both Parties agree to keep confidential all non-public information obtained from the other Party in connection with this Agreement, including but not limited to business strategies, financial information, and client data. This obligation of confidentiality shall survive the termination of this Agreement.
9. Limitation of Liability
The Program Provider shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) the Affiliate Partner's access to or use of or inability to access or use the Program; (b) any conduct or content of any third party on the Program.
10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Western Australia, Australia, without regard to its conflict of laws principles. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Western Australia, Australia.
11. Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
The Centre of Bright Beginnings effects their signing of this agreement via provision of this electronic form to the Affiliate Partner.
The Parties are considered to have executed this Agreement as of the date this electronic form is completed and signed by the Affiliate Partner.