STARTNEXTWEEK TERMS OF SERVICE AGREEMENT

DEFINITIONS AND INTERPRETATION

In this Agreement the following definitions apply:

1. (a) 'Commencement Date' means the date Startnextweek accepts your affiliate application.
2. (b) 'Content' means all the pages on the Startnextweek Websites including the range of training courses and online real-time bookings marketed by Startnextweek via the Startnextweek websites.
3. (c) AFFILIATE or YOU means the organization who has identified itsself to Startnextweek as being the contracting party to this agreement.
4. (d) 'AFFILIATE sub site' means the Startnextweek supplied web page subURL’s that are used to promote Startnextweek Websites containing the range training courses.
5. (e) 'AFFILIATE Website' means the website located at the affiliate URL as notified to Startnextweek.
6. (f) 'Startnextweek Link' means the interface or internet link between the AFFILIATE's Website and the Startnextweek Website that has been created by Startnextweek.

STARTNEXTWEEK

In this Agreement the following definitions apply:

1. Startnextweek, at its own cost, has developed an internet Startnextweek sub site interface between the AFFILIATE's Website and Startnextweek's Website.
2. AFFILIATE Website users will be able to view training content via the Startnextweek sub site from the AFFILIATE Website. Users who wish to purchase training courses will do so from the Startnextweek sub site
3. Startnextweek owns the Startnextweek sub site and has supplied it to an AFFILIATE for the AFFILIATE's Website under the terms of this Agreement.
4. Startnextweek grants the AFFILIATE a non-exclusive, revocable right to use the Startnextweek graphic image, logos, text and such other images for which Startnextweek grants express permission, solely for the purpose of this Agreement. The AFFILIATE will not modify the graphic images, logos or text in any way. You agree to follow the guidelines set out in this paragraph, as those guidelines may change from time to time. Startnextweek may revoke your license at any time by giving you written notice.

LIMITED LICENCE

5. Startnextweek is granted a nonexclusive, revocable right to use the AFFILIATES graphic images and text and such other images for which the AFFILIATE grants express permission, solely for the purpose of identifying your site as an Affiliate program participant and to assist in generating sales. We may not modify any graphic image or text, or any other of these images, in any way.

POLICIES AND PRICING

6. Customers who buy content through this Affiliate program will be bound by all Startnextweek terms and conditions, policies, and operating procedures concerning customer orders, customer service, delivery conditions and product sales. Startnextweek may change the current policies and operating procedures at any time.

YOUR RESPONSIBILITY AS AN AFFILIATE

7. You will be solely responsible for the development, operation, and maintenance of your site. relating to the AFFILIATE program. 10. You will be responsible for the accuracy and appropriateness of materials posted on your site (including, among other things, all Content-related materials). If Startnextweek notices any inaccurate or inappropriate links or content on the AFFILIATE site in connection with Startnextweek, and if Startnextweek notifies AFFILIATE of the changes to be made, affiliate must make these changes within 7 days.
8. You will be responsible for ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights).
9. You will be responsible for ensuring that materials posted on your site are not illegal. Startnextweek disclaim all liability for these matters. Further, you will indemnify and hold Startnextweek harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.
10. You may not make any press release with respect to this Agreement or your participation in the Affiliate program without Startnextweek prior written consent, which may be given or withheld at Startnextweek's sole discretion. In addition, you may not in any manner misrepresent or embellish the relationship between Startnextweek and you.

STARTNEXTWEEK RESPONSIBILITIES

11. Startnextweek shall process bookings placed by customers who follow the link from the AFFILIATE Website to the Startnextweek sub site and reserves the right to reject bookings that do not comply with any requirements that Startnextweek may establish periodically 15. Startnextweek shall be responsible for all aspects of booking and processing of bookings including processing secure payments and customer service.
12. Startnextweek shall track sales made to customers who purchase courses by using the link from AFFILIATE Website to Startnextweek's sub site.
13. Startnextweek shall track Startnextweek sub site impressions made by customers who visit the sub site for the purpose of tracking advertising revenue generated.
18. Startnextweek shall ensure that it's tracking mechanism correctly identifies those purchases and impressions made by users who have arrived at the Startnextweek sub site via a hyperlink specific to the Affiliate;14. Startnextweek shall process bookings placed by customers who follow the link from the AFFILIATE Website to the Startnextweek sub site and reserves the right to reject bookings that do not comply with any requirements that Startnextweek may establish periodically 15. Startnextweek shall be responsible for all aspects of booking and processing of bookings including processing secure payments and customer service.
14. Startnextweek shall ensure that it's tracking mechanism correctly identifies those purchases and impressions made by users who have arrived at the Startnextweek sub site via a hyperlink specific to the Affiliate;
15. Startnextweek shall pay commission entitlements as per the agreement. Section x “ Flat commission”

TERM OF AGREEMENT

16. The term of this Agreement will begin upon Startnextweek accepting the Affiliate program application and will end when terminated by either party. Either the AFFILIATE or Startnextweek may terminate this Agreement at any time,giving 30 days notice with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement , the AFFILIATE will cease use of, and remove from the AFFILIATE site, all links to the Startnextweek sub site and website, trademarks and logos, and all other materials provided to you pursuant hereto or in connection with the Affiliate program. The AFFILIATE is eligible to earn referral fees only on Startnextweek sales of qualifying products that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not cancelled or returned. Startnextweek may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

LIMITATION OF LIABILITY

17. Startnextweek will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement even if Startnextweek has been advised of the possibility of such damages. Further, Startnextweek aggregates liability arising with respect to this Agreement and the Affiliate program will not exceed the total referral fees paid or payable to you under this Agreement.
18. Startnextweek makes no express or implied warranties or representations with respect to the Affiliate program or any products sold through the Affiliate program (including, without limitation, warranties of fitness, merchantability, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, Startnextweek make no representation that the operation of the Startnextweek website will be uninterrupted or error-free, and will not be liable for the consequences of any interruptions or errors.

TERMS OF SALE OF CONTENT

19. The parties acknowledge that Startnextweek acts as agent for Training providers and who provide training cources to customers. Startnextweek is not a provider of training courses and has no responsibility for any training courses provided or not provided by any other party. The parties acknowledge that Startnextweek facilitates bookings with training providers. Startnextweek gives no guarantee or warranty in respect of the training provided. Training courses are provided directly to the customers by the providers. The parties acknowledge that Startnextweek only facilitates bookings with training providers.

TERM OF AGREEMENT

20. Startnextweek shall pay the AFFILIATE a commission of 3.5% (inclusive of GST) of all gross sales (inclusive of GST) that are initiated through the AFFILIATE Website via the Startnextweek sub site. Startnextweek shall pay the AFFILIATE a commission of 15% (inclusive of GST) of all advertising revenue that was initiated through the AFFILIATE Startnextweek sub site.
21. Commission shall be calculated monthly and paid within 14 days of month end. Credit card fees, booking and delivery fees are excluded from commission payment. Charge backs, refunds or credits for customers will be deducted from the payment.
22. Startnextweek shall ensure that its tracking mechanism correctly identifies those purchases of courses that were initiated by customers via the Startnextweek sub site. Startnextweek shall within 7 days of month end provide the AFFILIATE substantiation of all gross sales for the previous month that were initiated through the Startnextweek sub site..
23. Startnextweek will make available accurate reports on the number of impressions received from the Startnextweek sub site and the number of sales and the gross value of those sales.
24. Startnextweek shall provide with each payment a Tax Invoice to the AFFILIATE for the monthly commission payment.
25. On termination of the Agreement Startnextweek shall pay the AFFILIATE such commission as is earned up to and including the date of termination.
26. If, for any reason, Startnextweek awards an AFFILIATE customer a refund, or if the AFFILIATE's customer payment fails, and Startnextweek has already paid the AFFILIATE commission earned from that sale, Startnextweek will deduct the amount of the refunded/failed sale commission from any subsequent payment to the AFFILIATE. If there are no subsequent fees to be paid to the AFFILIATE, Startnextweek will send the AFFILIATE an invoice for the amount of the refunded/failed sale commission, and the AFFILIATE agrees to pay the invoiced amount no later than thirty days from the date of the invoice.
27. If a customer has received a credit from Startnextweek and uses this credit to purchase the whole or part of an experience, only that portion of the purchase which is not attributable to a credit is commissionable to you.
28. Termination of this Agreement does not affect any accrued rights and remedies of the parties.

TIERED BONUS COMMISSION

29. The sales commission level for sales is set at 3.5% and 15% for advertising. However, AFFILIATES can earn additional commission each month depending on the number of other active AFFILIATES they have referred to Startnextweek, referred to as SECOND LEVEL AFFILIATES. Startnextweek will pay AFFILIATE the increased commission depending on the number of active SECOND LEVEL AFFILIATES.
30. Commission rates will be set according to the number of active SECOND LEVEL AFFILIATES. Startnextweek will pay an additional 1.5% on any sales recorded on SECOND LEVEL AFFILIATES Startnextweek sub sites and 5% of advertising revenue. A further bonus of 1% on any sales recorded on SECOND LEVEL AFFILIATES Startnextweek sub sites and 3% of advertising revenue will be paid when the AFFILIATE secures 4 or more SECOND LEVEL AFFILIATES.
    
    

    # of SECOND LEVEL AFFILIATES	Commission Rate Sales	Commission Advertising Revenue
    1-3	1.5%	5%
    4+	Additional 1%	Additional 3%

GENERAL

31. Privacy
    The parties agree to comply at all times with the Privacy Act 1988 (Commonwealth) and to comply with the National Privacy Principles as set out in the Act.
32. Non Exclusive
    The parties agree that this Agreement has no impact or bearing upon the other business activities of Startnextweek or AFFILIATE.
33. Assignment
    Neither this Agreement nor any rights or obligations under this Agreement may be assigned or otherwise transferred by any party without the prior written consent of the others.
34. Waiver
    No waiver by any party of any provisions of this Agreement will amount to a continuing waiver or a waiver of any other provision of this Agreement unless made in writing and signed by the party against whom the waiver would have been enforced.
35. Governing Law
    This Agreement is governed by the laws of Queensland, state of Australia, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Brisbane, and you consent irrevocably to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without the Startnextweek prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Startnextweek failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of Startnextweek right to subsequently enforce such provision or any other provision of this Agreement.
36. Force Majeure
    Neither party will be liable for any failure to carry out any provision of this Agreement if the failure was caused by circumstances beyond its control such as, but not limited to, acts of God, fire, accident, interruptions to energy supplied, strike, riot, civil commotion, acts of terrorism or war whether declared or not. If a party's performance of its obligations under this Agreement is affected by an event contemplated by this Clause, which party will use its best endeavours to promptly restore itself to a position where it can perform its obligations.
37. Severability
    If any provision of this Agreement is held to be invalid or unenforceable in any way, the remaining provisions will not be affected and this Agreement will be interpreted so as to most nearly give effect to the intentions of the parties as it was originally signed.
38. Entire Agreement
    This Agreement, together with any documents referred to in this Agreement or executed contemporaneously in connection with this Agreement, comprises the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior understandings, agreements, representations and correspondence.
39. Survival of Indemnities
    The indemnities contained in this Agreement are continuing obligations of the parties separate and independent from their other obligations and will survive the termination of this Agreement.

MODIFICATIONS TO THIS AGREEMENT

40. Startnextweek, at its sole discretion, may modify, at any time, any of the terms and conditions contained in this Agreement by posting a change notice or a new agreement on the Startnextweek website or by e-mail addressed to you. If any modification is unacceptable to you, you may terminate this agreement. Your continued participation in the Affiliate program following our posting of a change notice or new agreement on the Startnextweek website will constitute binding acceptance of the change.

YOUR ACKNOWLEDGEMENT

41. You acknowledge that you have read this agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Affiliate program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.

CORPORATE

This agreement is entered into by the AFFILIATE and Startnextweek who is:
Startnextweek Pty Ltd (ABN: 123436546), 89-91 Boundary St, West End, Qld, 4101.

COMPETITION

Without the prior written consent of the affiliate, during the period of 2 years from the date of this agreement, startnextweek shall not become directly or indirectly engaged,
concerned or interested in any capacity in any like business conducted by the affiliate and/or develop a similar or competitive business model to that of the affiliate.
Without the prior written consent of StartNextWeek, during the period of 2 years from the date of this agreement, the startnextweek affiliate shall not become directly or indirectly engaged,
concerned or interested in any capacity in any like business conducted by StartNextWeek and/or develop a similar or competitive business model to that of StartNextWeek.