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These terms set out the arrangement between you and Duress Pty Ltd (ACN 613 710 026) (Duress) for your referrals to Duress of potential clients for Duress products and services. By registering you apply to be appointed as a Duress referral agent on these terms. Your appointment starts when Duress accepts your registration by written confirmation (Partner Confirmation). Duress may decline any registration.

In accepting appointment, you agree:

1. to use reasonable endeavours to refer potential clients to Duress that meet the criteria set out below;
2. not to engage in any misleading or deceptive conduct in relation to Duress or its products;
3. where applicable, to disclose to clients referred by you that you may receive a benefit in respect of that referral; and
4. to do nothing that will bring Duress into disrepute.

The appointment is for 12 months from the date of the Partner Confirmation. After that it extends automatically on a month-by-month basis unless either party gives the other 30 days' notice in writing.

Either party may terminate this agreement by giving the other at least 60 days' notice in writing.

Duress may terminate this agreement immediately by notice in writing if you are in breach of it or you are insolvent.

On termination for any reason, you are entitled to payments accrued before the date of termination (as adjusted under this agreement).

As agreed between us, Duress will supply you with limited marketing material relating to Duress products and services.

Duress will provide you with quarterly pipeline updates on your opportunities.

You may refer potential clients to Duress where:

1. the introduction is a personal one (face to face or by video conference) between your client and Duress, at which an authorised Duress consultant has the opportunity to present; and
2. the business is not an existing client of Duress. An existing client is a business that appears in the Duress CRM (HubSpot) on the date of referral.

A referral meeting both conditions is a Qualifying Referral.

If a referral is disputed (for example, two or more referrers claim the same client), Duress is the sole arbiter.

If Duress accepts a Qualifying Referral, it is tagged to you in the Duress CRM from the date of the introductory meeting for 12 months, or for longer while Duress and the Qualifying Referral are negotiating an initial supply (Eligibility Period).

Once a Qualifying Referral is accepted, Duress is responsible for all sales engagement with the potential client relating to the sale of Duress products and services.

If, during the Eligibility Period, Duress enters into a contract for Duress products or services with a Qualifying Referral, you are eligible for commission on the Initial Contract Value (first-year invoice), for hardware and for software, at the rates set out in your Partner Confirmation.

Initial Contract Value is the actual spend (including any top-ups) received by Duress over the initial term of the new contract with the relevant client, excluding GST.

Duress will notify you of receipts that attract commission.

All payments to you are subject to Duress receiving payment from the client.

Duress will pay commission:

1. where the client pays annually in advance, in the month after Duress receives the client's payment; and
2. where the client pays monthly, in the month after the end of each calendar quarter, for payments received during that quarter.

Commission payments will be reduced by any commission previously paid to you that is attributable to refunds Duress makes to the client in the relevant period.

If a client terminates, within 12 months, a contract on which commission has been paid, you must repay (and Duress may deduct from any future commission) the proportion of that commission that relates to the balance of the initial term of the terminated contract.

Subject to a valid tax invoice being delivered to the recipient, if a party makes a taxable supply under this arrangement, the recipient must also pay, at the same time and in the same manner as the value is otherwise payable, the amount of any GST payable on that supply.

Each party will keep the other's confidential information confidential. The Partner Confirmation, including your commission rates, is Duress confidential information.

Nothing in this agreement makes you an agent, employee, director, joint venturer or partner of Duress. You have no authority to incur any obligation on behalf of Duress.

Duress is under no obligation to provide products or services to any person referred by you.

This agreement is governed by the law of the State of Victoria, Australia, and each party submits to the jurisdiction of the courts of the State of Victoria.

By ticking the acceptance box and typing your name in the registration form, you sign this agreement electronically and confirm that you are authorised to accept it on behalf of the business named in the form.

Duress records the version of these terms you accepted, the date and time, and the details you submitted, and will send you a copy.