REFERRAL AGREEMENT
TERMS AND CONDITIONS
BACKGROUND
A. Vets First Choice PTY LTD” ACN: 610 689 757 (hereinafter referred to as “Obay”) offers for sale, sells and supplies the Products via the internet website,
www.obay.com.au (“the Website”).
B. The Referrer (or “you”) operates a veterinary practice and may, from time to time, refer the Consumers to the Website.
C. Subject to the terms and conditions of this Agreement, Obay will pay a fee to the Referrer based on the sale of Products to the Consumers through the
Website.
1. DEFINITIONS
In these Terms and Conditions, the following terms shall have the following meaning unless stated otherwise:
“Code” means the unique identification code provided to you (the Referrer) by Obay, which is made up of a combination of 4 numerals and 4 letters.
“Commencement Date” means the date of the Agreement between you and Obay.
“Commission” means the amount set out in Item 3 of the Schedule to these Terms and Conditions.
“Consumer” means your clients that are referred to the Website by you and who use the Code when purchasing Products from the Website.
“Intellectual Property” means
a. inventions, discoveries and novel designs, whether or not registered or registrable as patents or designs, including developments or
improvements of equipment, products, technology, processes, methods, or techniques.
b. copyright (including future copyright) throughout the world in all literary works, artistic works, computer software, and any other works or subject
matter in which copyright subsists and may in the future subsist.
c. trade and service marks (whether registered or unregistered), business names, company names and domain names; and
d. proprietary rights under the Circuit Layouts Act 1989 (Cth), “Intellectual Property Rights” means such rights as may subsist in the Intellectual
Property.
“Monthly Maintenance Fee” means the fee set out in Item 2 of the Schedule to these Terms and Conditions.
“Product” or “Products” means the goods that are offered for sale on the Website.
“Set Up Fee” means the fee set out in Item 1 of the Schedule to these Terms and Conditions.
2. TERM
2.1 The term of the Agreement between you and Obay shall be three years commencing on the Commencement Date and ending three years thereafter.
2.2 The Agreement will automatically renew for subsequent one-year periods, unless 30 days prior written notice is given by one party to the other that it
does not want the Agreement to renew.
3. YOUR OBLIGATIONS
3.1. You agree that you shall:
a. pay the Set Up Fee to Obay on the Commencement Date; as specified in Schedule 1.
b. pay the Monthly Maintenance Fee to Obay on the Commencement Date and on the first day of each calendar month during the term of this
Agreement.
c. give the Code to each of the Consumers;
d. disclose to each of the Consumers the fact that you may receive a payment from Obay as a result of purchases that the Consumers may make
from the Website.
3.2. You must not:
a. hold yourself out, engage in any conduct or make any representation which may suggest to any person that you are the agent or partner of Obay;
b. represent or warrant to the Consumers that the Products are of any standard or quality or fit for any particular purpose;
c. engage in any conduct which is false, misleading or deceptive concerning Obay, the Products or otherwise;
d. disclose the terms of, or the existence of, this Agreement or Terms and Conditions to any party, other than to comply with clause
e. above, without the prior written consent of Obay.
4. OBAY’S OBLIGATIONS
4.1. Obay hereby agrees that it shall:
a. give the Code to the Referrer on the Commencement Date.
b. pay the Commission to the Referrer in accordance with Item 3 of the Schedule to this Agreement.
c. provide the marketing material to the Referrer as set out in Item 4 of the Schedule to this Agreement; within 21 business days of the
Commencement Date.
d. Maintain and administer the Website.
5. ACKNOWLEDGEMENT
5.1. You hereby acknowledge and agree that:
a. all Intellectual Property Rights in and to the Website are owned by Obay or its related body corporates or related entities (as those terms are
defined in the Corporations Act 2001) and nothing in this Agreement assigns or transfers any of the Intellectual Property Rights in the Website to
you.
b. details provided by the Consumer via the Website is and remains the property of Obay even after the termination of this Agreement, and you will
not request any information about any Consumers to be provided to you by Obay.
c. Obay shall not pay and shall be under no obligation to pay the Commission to you if any fees that are owing to Obay by you are outstanding.
Obay shall only recommence paying you Commission if you pay all outstanding fees owing to Obay.
d. Obay shall not pay and shall be under no obligation to pay the Commission to you after the term of this Agreement even if a Consumer enters
the Code when purchasing Products from the Website after the term of this Agreement.
5.2. Obay shall not pay and shall be under no obligation to pay commissions less than $100.00 in any calendar quarter, if the total sum of commissions
does not meet the $100 minimum per calendar quarter then no commensuration is paid and does not carry over to the next quarter.
5.3. Obay hereby acknowledges and agrees that it shall not sell or otherwise provide the personal details of any of your Consumers received by Obay via
the Website to any veterinary practices without your prior written approval.
6. LIMITATION OF LIABILITY
6.1. Obay is not liable for any loss, damage or injury occasioned to you, arising out of this Agreement, or arising out of Obay’s failure to comply with
this Agreement or to provide Consumers with any Product or Products requested or ordered by the Consumer through the Website.
6.2. If for any reason, Obay cannot provide the Consumer with the Products or if the Product purchased is refunded for any reason whatsoever, you will not
be entitled to receive the Commission for that Product and Obay will not be liable for any loss caused to you as a result. If the Commission has already
been paid to you, you must return the Commission to Obay within 21 days, or the Commission will become a debt that is due and payable by you to
Obay.
7. TERMINATION
7.1. Obay may terminate this Agreement by notice of no less than 30 days in writing to you at any time without cause.
7.2. Either party may terminate this Agreement upon the happening of any of the following events:
a. If an insolvency event occurs in respect of Obay, you or your veterinary practice:
ii. either of the parties ceases to (or is unable to pay its creditors (or any class of them) in the ordinary course of business, or announces its
intention to do so.
iii. a receiver, receiver and manager, administrator, liquidator, or similar officer is appointed to either of the parties or any of its assets.
iv. either of the parties enters into, or resolves to enter into, a scheme or arrangement, compromise, or composition with any class of creditors.
v. a resolution is passed or an application to a court is taken for the winding up, dissolution, official management, or administration of either of the
parties.
vi. anything having a substantially similar effect to any of the events specified above happens under the law applicable to this Agreement.
b. If either party fails to comply with or observe any of the provisions of this Agreement and where that failure is capable of remedy the other party fails
to remedy such a failure within 30 days (or other length of time agreed in writing between the parties) of notice specifying the failure and requiring it to
be remedied.
8. CONSEQUENCES OF TERMINATION
8.1. In the event of termination for any reason:
a. Obay will pay all Commissions owing to you as at the date of termination, provided there are no outstanding fees owing by you to Obay. Obay will not
be required to pay any further Commissions to you after the date of termination.
b. You will pay to Obay in accordance with the terms of any invoice issued, any amounts due and owing to Obay pursuant to this Agreement, including
the Monthly Maintenance Fee during which termination occurs and the Monthly Maintenance Fee for the month during which termination occurs; and
c. Your details will be removed from the Code and shall no longer apply to the Code.
9. GST
9.1. GST means a goods and services tax as defined in A New Tax System (Goods and Services Tax) Act 1999.
9.2. The fees referred to in this Agreement are excluding GST and are payable following the receipt by the Referrer of a valid tax invoice, as defined in A
New Tax System (Goods and Services Tax) Act 1999.
10. GENERAL
10.1. Nothing in these Terms and Conditions constitutes you as being an agent or partner of Obay for any purpose and you agree that you will
not represent, state, or imply to any person that you are an agent or partner of Obay.
10.2. These Terms and Conditions are to be read and construed according to the laws of the State of New South Wales and the parties submit
to the jurisdiction of that State and the Commonwealth of Australia.
10.3. Obay reserves the right to vary these Terms and Conditions from time to time.
10.4. If any provision of these Terms and Conditions are held by a court to be unlawful, invalid, unenforceable or in conflict with any rule of law,
statute, ordinance, or regulation it is to be severed so that the validity and enforceability of the remaining provisions are not affected.
11. ASSIGNMENT
We may transfer or assign all of our rights and obligations under these terms and conditions to any other person or entity. In the event of us doing so,
you agree that we are relieved of all of our obligations to you under our agreement with you and these terms and conditions and you unconditionally and
irrevocably release and discharge us from all of our obligations to you, including, without limitation, to redeem Choices Points.
12. NOTICES
12.1. All notices must be in writing and must not be delivered by electronic communication other than as set out below, but can be given by any one of the
following means:
a. by delivering it to the address of the party on a business day during normal business hours;
b. by sending it to the address of the party by registered post;
c. by sending it to the email address of the party; or
d. by sending it by facsimile transmission to the facsimile of the party.
12.2. A notice is deemed to be given and received, if given in accordance with cl 11.1.:
a. on the next business day after the day of delivery;
b. 5 clear business days after the day of posting;
c. on the next business day after the day of delivery;
d. on receipt of a successful transmission report.
12.3. The address, email and facsimile numbers referred to in cl 11.1. (in the absence of notice to the contrary) are set out below:
Obay:
Postal Address: Locked Bag 4365, Blacktown BC NSW, 2148
Email address: info@obay.com.au
SCHEDULE 1
Item 1
Set Up Fee:
A fee of $995.00 plus GST per referral code applied for will be charged in advance to your nominated Cenvet Account.
Item 2
Monthly Subscription Fee:
A monthly maintenance fee of $22.50 plus GST will be charged in advance to your nominated Cenvet Account
The Monthly Maintenance Fee is subject to change in subsequent years of the Agreement, however you will be given at least 30 days’ notice of any changes if required.
Item 3
Commission:
The Commission on each Product is calculated as follows:
Commission = (Wholesale Price x (100% + Mark-Up Percentage)) – Wholesale Price
Where:
• Wholesale Price = The price that Full Petential Pty Ltd charges the Referrer for the Product. The current Wholesale Price for each of the
Products is available upon request. The Wholesale Price is subject to change.
• Mark-Up Percentage = The percentage selected by the Referrer.
• Your commission payment includes gst.
The Referrer may change the Mark-Up Percentage it selects by making a request in writing to the Referrer. The Mark-Up Percentage will change
from the month following that in which the request was made.
Categories of products for which the Referrer will select a Mark-Up Percentage are listed below.
As at the date of this Agreement, the Mark-Up Percentages are as follows:
Item 4
Marketing Materials to be provided to the Referrer include:
• A digital Unique Code Card to be distributed by Referrer
• And digital marketing material as necessary.
Last Updated: 08th August 2023