CBMS Group Partnership Agreement

This is a Partnership Agreement (“Agreement”) between you or the entity that you represent (“You”) and CBMS Group Pty Ltd “CBMS Group”), an Australian Company with Australian Business Number (ABN) of 82 625 821 972 governing the terms and conditions of the Agreement.

This is an initial Agreement between You and CBMS Group and is subject to CBMS Group approval.

This Agreement is entered into in Sydney, Australia, as of the date on which you click the “I Agree” button displayed in the partnership page at www.cbmsgroup.com

It should be noted that if there is a substituted partnership agreement between You and CBMS Group, the later prevails.

You and CBMS Group (“Parties”) agree to the following clauses:

1. Agreement subject to approval

The effectiveness of this Agreement is subject to CBMS Group’s approval in writing (via e-mail) of your partnership application. This Agreement shall commence on the date of the Approval (“Effective Date”).

CBMS Group may decline to accept your partnership application for any or no reason at its sole discretion.

If CBMS Group approves your partnership application; your partnership will be in accordance with all terms and conditions of this Agreement.

2. Duration of the Agreement

This Agreement shall commence on the Effective Date and shall be in effect for 12 months or until terminated by either Parties.

3. Limitation on activities

In general, those who participate in CBMS Group Partnership Program shall conduct all of their business in their own name and in accordance with the highest business standards, acting dutifully, in good faith and in compliance with all laws of applicable jurisdiction, and not perform any act which would or might reflect adversely upon the business, integrity or goodwill of CBMS Group.

The scope of and limitations on activities of Parties to each Agreement are negotiated and agreed upon for each partnership separate to this agreement. It shall be an annexure to this Agreement. In the absence of such annexure, the Parties in the following partnership program agree to the following:

3.1 Referral Partnership

The parties to this Agreement for Referral Partnership are independent of each other, and nothing contained in this Agreement shall be taken to:

(a) give either party the power to direct and control the day-to-day activities of the other;

(b) create a principal-agent or employer-employee relationship.

You do not have the authority to make any commitments or agreements or incur any liabilities whatsoever on behalf of CBMS Group.

CBMS Group is not liable for any acts, omissions to act, contracts, commitments, promises or representations made by you.

Your activity is limited to referring potential customers (“Proposed Lead”) to CBMS Group.

You shall supply the relevant information and discuss each potential lead in detail with us, and help us in making contact with the Proposed Lead by arranging an introduction, meeting, conference call or other means of communication with the Proposed Lead.

3.2 Developer Partnership

The parties to Developer Partnership are independent of each other, and nothing contained in this Agreement shall be taken to:

(a) give either party the power to direct and control the day-to-day activities of the other;

(b) create a principal-agent or employer-employee relationship.

You do not have the authority to make any commitments or agreements or incur any liabilities whatsoever on behalf of CBMS Group.

CBMS Group is not liable for any acts, omissions to act, contracts, commitments, promises or representations made by you.

The parties may agree to participate as joint ventures or co-owners or otherwise for every solution developed jointly.

The scope of and limitations on each joint development activity are negotiated and agreed upon for each potential solution separate to this Agreement.

3.3 Reseller Partnership

As resale partners, we can sell each other’s products and services and may include a broad selection of programs and services from education or training and business development resources to marketing services and pre and post-sale technical assistance.

The Parties to Reseller Partnership are independent of each other, and nothing contained in this Agreement shall be taken to:

(a) give either party the power to direct and control the day-to-day activities of the other;

(b) create a principal-agent or employer-employee relationship.

CBMS Group is not liable for any acts, omissions to act, contracts, commitments, promises or representations made by you.

4. Cost, Commissions and Payment

The Parties in the following partnership programs agree to the following:

4.1 Referral Partnership

CBMS Group bears the cost of selling, implementing and servicing the companies you refer.

There’s no fee for membership in CBMS Group Referral Partnership Program.

Referral Partners may select to receive a referral fee of 10% of the first year’s licence fee (less any applicable taxes). Subject to Your compliance with all terms and conditions of this Agreement, CBMS Group will pay You commissions equal to ten percent (10%) of Lead Referral Revenue (defined in Clause 9).

Except as expressly provided in this Section, You are not entitled to any fees, reimbursements or other payments.

CBMS Group products are usually sold based on per user or business per month. Accordingly, commission payments are on a monthly basis and will be due on the last day of the month following the date in which CBMS Group receives payment of the Lead Referral Revenue.

Customers can cancel their contracts anytime. In the case of any cancelation in respect of customers that you were referred, You shall promptly refund any overpayments (e.g., Referral Fees Lead Referral Revenue that were reduced due to returns by the customer).

4.2 Seller and Implementation Partner

The seller and Implementation partner shall conduct the required marketing, negotiations, close the deals and the implementation of CBMS Group Apps and bears the relevant costs such as the cost of selling, implementing and servicing their clients.

There’s no fee for membership in our Seller an Implementation Partnership Program. Partner Adoption Tools.

Our developers will help guide your team to ensure the successful implementation of CBMS Group Apps through our training materials to keep up to date on the latest product releases.

The percentage of revenue share will be negotiated for each partnership and agreed upon at the time of agreement. The negotiated ratio will be recorded in a document called “The Revenue sharing Agreement” and will be an annexure to the partnership agreement.

CBMS Group is not liable for any acts, omissions to act, contracts, commitments, promises or representations made by you.

5. Cancellation and Termination

This Agreement may be terminated by either party for any or no reason upon written notice to the other party thirty (30) days prior to the desired termination date (or with such minimum advance notice as required by mandatory applicable law).

If, at the time of execution of this Agreement or any time thereafter, CBMS Group is prohibited from doing business with You under relevant law, this Agreement shall automatically be null and void.

6. Limitation of liability

TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CBMS Group Pty Ltd WILL NOT BE LIABLE FOR ANY LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, DOWNTIME, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

7. Governing Law and Jurisdiction

This Agreement is governed by the substantive and procedural laws of the State of New South Wales in Australia. Each party agrees to submit to the exclusive jurisdiction of, and venue in, the courts in the State of New South Wales in Australia in any dispute arising out of or relating to this Agreement.

8. Notices

Except as otherwise expressly provided, all notices, approvals, consents and other communications required or permitted under this Agreement will be invalid unless made in writing and given (a) by CBMS Group via e-mail to [email protected]

9. Definitions

“Commissionable Period” means, in respect of a Commissionable Lead, a period of one (1) year from your referral for such Commissionable Lead.

“Lead Referral Revenue” means any payments actually received by CBMS Group from a Lead for the first year’s fees under a subscription agreement or other ordering document between CBMS Group and the Lead entered into during the Commissionable Period for the Commissionable Lead’s first order of product or services, minus any taxes, subsequently credited charges, write-offs, refunds or charge backs. For the avoidance of doubt, Lead Referral Revenue does not include any amounts received for follow-up orders, additional sales, renewals, or for products or services that are not commissionable at the time of the relevant Referral Confirmation, such as professional services, support services, training services or third party software products purchased by a Commissionable Lead, nor does it include amounts that are owed by the Commissionable Lead but have not actually been received by CBMS Group.