Affiliate Program Agreement

This RHQ Affiliate Program Agreement (the “Agreement“) governs the participation in the RHQ Affiliate Program offered by ReceptionHQ Pty Ltd (“RHQ”) (NZBN 9429046970411) (the “RHQ Affiliate Program”). This Agreement constitutes a legally binding agreement between RHQ and any individual or entity that participates in RHQ Affiliate Program (the “Participant”).

In consideration of the terms of this Agreement, the parties agree as follows:

RECITALS

A. RHQ is a provider of phone answering services for businesses (“the RHQ Services”)

B. RHQ Affiliate Program refers to the program offered by RHQ to Participants, via which Participants can earn commissions by referring customers to RHQ for the use of RHQ Services.

C. The Participant represents and warrants to RHQ that the Participant has read and understood the Agreement and agrees to the terms set forth therein.

D. For purposes of this Agreement, the term:

“the Participant” refers to the individual or legal entity that participates in RHQ Affiliate Program;
“RHQ” refers to the sponsor of RHQ Affiliate Program; and
“RHQ Site” refers to the website that RHQ maintains at www.receptionhq.com

1. RHQ AFFILIATE PROGRAM REGISTRATION

To register for the RHQ Affiliate Program, the Participant must provide certain information as requested in the RHQ Affiliate Program Welcome Email.

2. APPROVAL OR REJECTION OF RHQ AFFILIATE PROGRAM REGISTRATION

RHQ reserves the right to approve or reject any RHQ Affiliate Program registration in its sole and absolute discretion. The Participant will have no legal recourse against RHQ for the rejection of its RHQ Affiliate Program registration.

After RHQ has registered the Participant in the RHQ Affiliate Program, RHQ reserves the absolute right to rescind or terminate the Participant’s affiliate status for any reason in its sole and absolute discretion, subject to the provisions of clause 15.

3. FINANCIAL RESPONSIBILITIES

The Participant will be fully responsible for all costs and expenses of maintaining and marketing the RHQ Affiliate Program, and the Participant hereby holds RHQ harmless from or against the same.

4. NO REPRESENTATIONS REGARDING INCOME POTENTIAL

RHQ makes no representations and warranties regarding potential income that may result from participation in this RHQ Affiliate Program.

5. WEBSITE LINKS AND OTHER ADVERTISING INFORMATION

a. Participant may wish to place links or banner ads on its site directing users to the RHQ Site. The Participant will only be permitted to use the links or banner ads provided by RHQ and on the website(s) that the Participant designates while registering for the RHQ Affiliate Program. Addition site(s) can be added via agreement by the parties.

b. Participant is given a limited term license, during the term of the Participant’s active participation in the RHQ Affiliate Program, to utilise RHQ’s logo images provided to the Participant on the website(s) that the Participant designates while registering in the RHQ Affiliate Program.

c. RHQ will make available to Participant web links, banner ads and other information advertising its site to be used subject to the terms of this Agreement. These materials will contain RHQ’s trademarks and other proprietary property. Participant may display these materials on the Participant’s website for the purpose of promoting the RHQ Site and participating in this RHQ Affiliate Program. If the Participant discontinues the RHQ Affiliate Program or if the Participant participation is terminated for any reason, the Participant will immediately cease using these materials and will delete all such materials from its website and other means of storage.

6. RHQ RESPONSIBILITIES

a. RHQ will be responsible for delivering the RHQ Services, onboarding new customers, providing customer support, invoicing the customer and collecting payment.

b. Pricing of RHQ Services is totally within RHQ’s discretion and RHQ reserves the right to change the pricing structure, terminate any special offers, discontinue and component of the RHQ Services, or change the terms under which the RHQ Services are offered at any time, without any advanced notice to the Participant.

c. RHQ’s responsibilities in respect of tracking customers referred by the Participant are limited to:

providing the Participant with links to RHQ’s website which will capture the affiliate code of the Participant should a customer register with RHQ having clicked through to RHQ’s website using the Participant’s link;

attributing leads provided by the Participant via the RHQ Site as being referred by the Participant; and

reporting the billed and collected revenue of customers who have the affiliate code of the Participant noted in their customer profile and the commission due to the Participant as a result thereof. All such reports will be issued on a monthly basis within five days of the end of the month and shall be un-audited.

d. RHQ will have no obligation to provide the Participant with any specific information relative to any customer.

e. RHQ is not responsible for the failure to capture the Participant’s affiliate code for any customer registering with RHQ due to actions of the customer including visiting RHQ’s website without using the Participant’s affiliate link or the internet browser settings of the customer.

7. PARTICIPANT RESPONSIBILITIES

a. The Participant will be responsible for promoting RHQ and the RHQ Services in a positive manner with the aim of referring customers to RHQ. There is no minimum required number of customers that the Participant must refer.

b. The Participant is responsible for ensuring that any customers it refers to RHQ has the Participant’s affiliate code noted in their profile. This will be done by the referred customer either:

using the Participant’s affiliate link as provided by RHQ to register as a user of the RHQ Services; or

stating the Participant’s affiliate code whilst registering for RHQ Services over the phone with a representative of RHQ.

Should the Participant’s affiliate code be omitted from or not correctly noted on a referred customer’s profile, the Participant will have until the end of the month following the month of the customer’s registration date to request that RHQ amend the customer profile to include the Participant affiliate code. In this event commissions paid will be based on revenue collected from the customer’s registration date rather than the date on which their profile was amended. RHQ reserves the right to deny such amendments requested by the Participant at its sole discretion.

8. COMMISSION

a. Commissions will be paid to the Participant based upon a percentage of revenue billed and collected from customers who have the Participant’s affiliate code in their customer profile.

b. Commissions will be calculated based upon collected revenue excluding GST. Commissions will not be calculated based upon amounts that are attributable to credit card fraud, credits or refunds given to customers. RHQ reserves the right to deduct in subsequent months for any commission that RHQ paid that is for an amount that is subsequently refunded, or for any other reason if the previous monthly commission was overpaid or later subject to reduction.

c. The percentage to be paid as commissions hereunder are as stated in the RHQ Affiliate Program Welcome Email. RHQ reserves the right to change and amend the commission rate structure at any time, in RHQ’s sole discretion.

d. Commissions will only be paid on sales that are tracked through RHQ’s billing system and indicate the Participant’s affiliate code in the customer profile.

e. RHQ will pay commission only upon collection by RHQ. The Participant has no right to commissions until the applicable customer has paid RHQ in full.

f. Commission statements will be provided to the Participant on a quarterly basis within 14 days of the end of each calendar quarter. The commission statement will include sufficient information for the Participant to create a tax invoice for the commission.

g. Participants will be required to provide RHQ with a valid tax invoice for the commission before RHQ is required to pay any commission amount. RHQ will pay commissions due within 30 days of receipt of the invoice.

h. All payments will be made according to the payment instructions provided by the Participant on the invoice.

9. TAX

RHQ is not obligated to and shall not provide the Participant with tax advice and any information provided to the Participant by RHQ shall not be deemed as advice. The Participant is obligated to independently assess and comply with all relevant tax requirements, including its own tax and reporting obligations arising from commission paid under this Agreement.

10. CUSTOMERS

All users of the RHQ Services, regardless of whether they may have the Participant’s affiliate code in their profile, are deemed to be RHQ’s customers and not the Participant’s customers relative to RHQ Services. RHQ will have the right to contact these customers and send future marketing offers to them.

Additionally, all such customers will be subject to RHQ’s terms and conditions and the Participant has no right or authority to amend or offer any different offers relative to the purchase of RHQ Services. RHQ however, reserves the right to amend any of its terms and conditions at any time in its sole discretion.

11. TRADEMARKS AND COPYRIGHTS

a. The Participant will have a non-exclusive, limited term license to use the trademarks, logos, and copyrighted material that RHQ provided to the Participant for use in promoting the RHQ Services. The license so granted is subject to complete compliance with all terms and conditions of this Agreement and any policies RHQ may create and amend from time to time regarding the RHQ Affiliate Program.

b. The Participant agrees that RHQ retains all right, title and interest in and to all such materials.

c. The Participant will not use these materials in any way that is damaging, defamatory, disparaging, derogatory, or negative to RHQ or that paints RHQ in a false or negative light.

d. RHQ may revoke the limited license granted hereunder at any time in writing to the Participant. Upon termination or revocation, the Participant will immediately cease from any use this material.

e. The Participant grants to RHQ a non-exclusive right and license to use the Participant’s trademarks, trade names, service marks, business names, web page titles, slogans, logos, and copyrighted materials for the purposes of promoting, advertising, announcing, or marketing the Participant participation in RHQ Affiliate Program.

f. The Participant represents and warrants to RHQ that no other party has any rights in and to any of these materials and that these materials do not infringe upon or otherwise interfere with the rights of any other party.

g. RHQ has no obligation to announce, advertise, market, or promote the Participant participation in RHQ Affiliate Program, but reserves the right to do the same at its sole discretion.

12. PRODUCT AVAILABILITY

RHQ offers no guarantee in respect of performance or availability of the RHQ Services or the term of any price or special promotion or offer.

13. REPRESENTATIONS AND WARRANTIES

The Participant hereby represents and warrants to RHQ to have the complete power and authority to enter into this Agreement and that this Agreement constitutes a valid and legally enforceable agreement. The Participant’s entry of this Agreement is not prohibited by the terms of any document, is not contrary to any law, rule or regulations, and is not in violation of any court or administrative order.

14. TERM

The effectiveness of this Agreement shall commence when the Participant has provided RHQ with all information as requested in the RHQ Affiliate Program Welcome Email.

This Agreement shall remain in full force and effect until terminated by the Participant or by RHQ. Either RHQ or the Participant may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination in compliance with this Agreement.

Notices sent hereunder shall be via email to the Participant at the email address indicated by the Participant in providing information in response to the RHQ Affiliate Program Welcome Email. Any and all notices to the Participant via email at such address shall be deemed to be effective notice to the Participant for all purposes.

15. TERMINATION

In the event of a breach of terms of this Agreement by the Participant, RHQ reserves the right to terminate this Agreement without notice and without paying commissions accrued at the termination date. Should RHQ terminate this Agreement for any other reason RHQ will give the Participant three months’ notice of termination and following termination date will continue to pay commission for a further three months based on existing customers at termination date.

RHQ has the right to withhold final commission payments for sufficient time in order to assure that the amount paid to the Participant is accurate and not subject to later adjustment for returns or any other reason.

Should the Participant terminate this Agreement for any reason they will not be required to give any notice of termination and will be entitled to receive commission for a further three months based on existing customers at termination date.

16. MODIFICATIONS

RHQ reserves the right in its sole and absolute discretion, to modify any terms and conditions of the RHQ Affiliate Program and the terms and conditions of this Agreement upon notice to the Participant. Notice of any changes may be given via email to the Participant. The Participant may terminate this Agreement in the event that any of these modifications are unacceptable to the Participant and such termination shall be the Participant sole and exclusive remedy. In the event that the Participant continues to participate in the RHQ Affiliate Program following such modifications, the Participant will be deemed to accept any and all such changes.

17. LIABILITIES

a. RHQ hereby disclaims any and all warranties and liability related to its website, the RHQ Affiliate Program, the Participant participation in the RHQ Affiliate Program or the Participant’s ability to profit through participation in this RHQ Affiliate Program.

b. RHQ shall not be responsible for any direct or indirect damages or liabilities of any nature, including but not limited to incidental, consequential, indirect, or special damages, loss of profits, lost business opportunity or any other damages; regardless of whether RHQ was or should have been advised of the possibility of the same and took no action to prevent the same.

c. Without limiting the forgoing, RHQ’s total liability for any damages arising hereunder shall never exceed the total commissions paid and payable by RHQ pursuant to the terms of this Agreement.

18. CONFIDENTIALITY

In the event that any information is disclosed to the Participant through the Participant’s participation in the RHQ Affiliate Program related in any way to RHQ which RHQ deems to be confidential and proprietary, the Participant agrees to hold such information in the strictest of confidence and not to disclose such information to any other party or to use any such information for the Participant own purposes. Confidential information will include any information regarding to this Agreement or this RHQ Affiliate Program. Confidential information shall also include any and all information related to RHQ’s business, marketing plans, user statistics, financial information, pricing, profits, customer information, affiliations, sales information, and all other information which RHQ considers to be confidential and proprietary.

19. INDEMNIFICATION

The Participant hereby indemnifies and holds harmless RHQ, and all of RHQ’s shareholders, officers, directors, employees, contractors, affiliates, agents, successors from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements, including all costs and attorney fees related thereto, that RHQ may incur and which are based in whole or in part upon the Participant’s participation in the RHQ Affiliate Program.

20. GOVERNING LAW

This Agreement shall be interpreted under the laws of Auckland, New Zealand. Any and all legal actions relative hereto shall be in the courts of Auckland, New Zealand.

21. RELATIONSHIP OF THE PARTIES

The parties hereto are independent contractors and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint venturers, shareholders, employer/employee, agent/servant. The Participant has no power or authority to bind RHQ to any obligation, agreement, debt or liability. The Participant shall not hold itself out as an agent or representative of RHQ.

22. NOTICES

Notices to RHQ shall be by:

email addressed to the email address that RHQ provided to the Participant in the RHQ Affiliate Program Welcome Email; or
by registered mail to the address contained in this Agreement, or such other address that RHQ may provide notice of to the Participant via email.

Notices to the Participant shall be by email addressed to the email address that the Participant provided to RHQ in response to RHQ Affiliate Program Welcome Email.

23. ASSIGNMENT

This Agreement is only for the benefit of the party that is the Participant as at the date of this Agreement coming into effect. The Participant shall have not right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void.

24. ENTIRE AGREEMENT

This Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any and all prior discussions, understandings, agreements, representations, warranties or covenants between the parties. This Agreement may only be amended by a writing signed by the authorized representative of each of the parties, except as otherwise set forth herein. Any waiver of a breach or default under this Agreement shall not constitute a waiver of any subsequent or other breach or default and shall not serve to modify the agreements set forth herein.

If any provision or term of this Agreement is held to be invalid for any reason, it shall not affect the enforceability of the remainder of this Agreement or any other term or condition of this Agreement.

Last amended: 10 November 2021