TPP Wholesale Affiliate Terms & Conditions

2. Customers

2.1 You acknowledge that when ordering a service, you are acting as an agent for your customers.

2.2 All your customers will enter into a direct agreement with TPP for Services that are ordered by them or on their behalf. The terms of supply will be the Service Terms as amended from time to time.

3. The Console

3.1 We will provide you with a username and password (Login Details) to securely access your account in TPP interface known as The Console.

3.2 You must keep all Login Details secure and confidential at all times and must not disclose them to anyone else (except those of your employees who need to know for the purposes of their employment). You agree that you are totally responsible for all activity on your account, and that we are entitled to treat instructions or orders processed through your account as instructions originating from you as agent for the end customer.

3.3 You must notify us immediately of any breach of security or unauthorised use of your Login Details to access our systems. We will not be liable for any loss you incur due to any unauthorised use of your Login Details or access to your Account. For security purposes, we recommend you change your password(s) at least once every 6 months.

3.4 In the event your account has an unused prepaid balance, those funds cannot be held indefinitely. Where there has been no activity on your account for a minimum continuous period of twelve (12) months, the prepaid balance will be forfeited.

4. Fees and Commission

4.1 We will invoice customers for the Services at the TPP standard retail fees, collect the fees from your customers, and remit to you the commission, issuing a recipient created tax invoice (RCTI) for payment of the commission.

4.2 In respect of the RCTI, we both acknowledge:

1. We can issue tax invoices in respect of the supply of Services;
2. You will not issue tax invoices in respect of the supply of Services; and
3. Both parties are registered for GST when entering into this agreement and will notify the other party if it ceases to be registered for GST.

4.3 Commissions are calculated only in respect of sales of certain Services as notified to you. Commissions are calculated per transaction, and at the end of each calendar month, will be made available for you to review and approve. We will endeavour to pay all commissions approved by the 15th of each calendar month by the end of the same calendar month to the destination nominated in your account. Any commission not approved within 3 months will be forfeited and cannot be claimed at a later date.

5. Warranties

5.1 You represent and warrant that:

1. You are authorised to enter into this Agreement, act on behalf of your end-customers in respect of the Services, and provide any required consents, clearances and authorisations under this Agreement to us;
2. You will comply with all applicable laws relating to your performance under this Agreement (including without limitation, your use of our Services), and will not be involved in any activity which may directly or indirectly bring us or any Registry or third party supplier into disrepute; and
3. You will act in good faith when dealing with us and utilising our systems and/or Services, and will promptly do, or arrange for others to do, all things reasonably required to give full effect to the provisions of this Agreements (and the transactions contemplated by it).

5.2 We shall use reasonable commercial endeavours to provide continuing availability of The Console and our Services, and to minimise any downtime or interruptions to the availability of The Console and our Services.

5.3 To the maximum extent permitted by law, all other conditions, warranties and guarantees expressed or implied by any legislation, the common law, equity, trade, usage or otherwise in relation to the supply of services under this Agreement or otherwise in connection with this Agreement, are expressly excluded.

5.4 We do not warrant that the Services or access to The Console will be uninterrupted, timely, secure or error-free, or that they will be free from hackers, malware, denial of service attack or other persons having unauthorised access to our services or those of our suppliers.

5.5 Certain provisions of the Competition and Consumer Act 2010 (Cth) and other statutes, rules and regulations in Australia may imply certain non-excludable warranties or conditions or mandate certain statutory guarantees. To the extent that they are not permitted to be excluded, our liability for breach of such conditions, warranties or guarantees and your sole and exclusive remedy in relation to such breaches shall be limited to:

1. In the case of software or other goods under this Agreement, at our option: (i) replacing or repairing that software or those goods, or supplying of equivalent software or goods; or (ii) paying the cost of replacing or repairing software or goods or of acquiring equivalent software or goods; and
2. In the case of Services under Agreement, at our option: (i) supplying the Services again; or (ii) paying the cost of having the services supplied again.

6. Liability and Indemnity

6.1 To the maximum extent permitted by law and subject to clause 5.4, we exclude all liability for indirect and consequential loss or damage of any kind, loss or corruption of data, loss of revenue, loss of profits, failure to realise expected profits or savings and any other commercial or economic loss of any kind, in contract, tort (including negligence), under any statute or otherwise arising from or relating in any way to this Agreement.

6.2 Other than liability accepted by us in clause 5.4, our total liability for loss or damage of any kind not excluded by clause 6.1, however caused, in contract, tort (including negligence), under any statute or otherwise arising from or relating in any way to this Agreement shall not exceed an amount equal to the Fees paid by you to us in the preceding six (6) months for that Service.

6.3 You agree to indemnify, keep indemnified and hold us harmless from and against any and all actions, claims, proceedings, losses, damages, costs and expenses (including legal fees and expenses on a solicitor/client basis) and other liabilities of whatever nature, whether foreseeable or not, and whether direct or indirect, incurred by us in respect of any claim (i) by a third party arising in connection with this Agreement (except to the extent such a third party claim arises as a direct result of our breach of this Agreement), and/or (ii) arising in connection with your breach of this Agreement.

6.4 The damages payable by one party to the other party under or in connection with this Agreement will be reduced to the extent that the act or omission giving rise to liability to pay those damages was caused or contributed to by that other party.

7. Suspension & Termination

7.1 Either party can terminate your participation in the Affiliate Program by giving not less than 90 days written notice to the other party. Doing so will not terminate the supply of Services to your customers, which can be terminated only in accordance with the terms of supply of the particular Services.

7.2 You may continue to be a member of the Affiliate Program so long as you are not in breach of these terms or the specific terms of supply applicable to any Service you have ordered. We may terminate this Agreement immediately and without prior notification if:

1. You are in breach of any term(s), conditions or obligations in this Agreement and (if the breach is capable of remedy) the breach has not been remedied within fourteen (14) days of notification from us setting out the breach and requiring it to be remedied;
2. You dispose of the whole or part of your assets, operations or business other than in the normal course of business (except for purposes of a re-organisation or reconstruction);
3. You cease to be able to pay your debts as they become due, have an administrator or liquidator appointed, or cease to carry on business; or
4. You are subject to an event of force majeure in excess of sixty (60) days.

7.3 On termination of this Agreement:

1. All outstanding Fees become immediately due and payable by you. There are no refunds or credits for recently purchased Services in the event of termination of the Agreement; and
2. End-customers with active services will be transferred into direct retail accounts with us or if more appropriate for the customer, will be transferred into one of our other reseller’s accounts which we may nominate at our absolute discretion.

8. Communications

8.1 In addition to general Account, Billing and Service communications, we may, from time to time, issue email notifications relating to our Services, including, but not limited to Newsletters, Announcements, Promotional and Seasonal offers, and Surveys. By entering into this Agreement, you consent to us sending you email communications. You may unsubscribe from these communications at any time by amending your preferences at https://www.tppwholesale.com.au/manage-subscriptions/ or by clicking the unsubscribe link provided within the communications. You will not be able to opt-out of Critical Service Notifications, Renewal, Billing and Account Notifications, Scheduled Downtime Notifications or any other communications deemed to be an essential part of our service to you.

9. General

9.1 This Agreement contains the entire agreement between the parties with respect to its subject matter and supersedes all other representations, negotiations, arrangements, understandings or agreements and other communications.

9.2 Where a party exercises all due care and diligence, that party will not be liable for any delay or failure to perform obligations under this Agreement (other than an obligation to pay money or ensuring end-customers have accepted terms no less restrictive than those contained in this Agreement) if the delay or failure is due to any cause beyond its reasonable control.

9.3 Neither party may assign its rights or obligations under this Agreement without the written consent of the other party which consent will not be unreasonably withheld; provided, however, that we may assign this Agreement to a successor or related body corporate in connection with any corporate reorganisation, merger, acquisition, or sale of all or substantially all of our business or assets to which this Agreement relates.

9.4 The relationship of the parties is that of independent contracting parties. Nothing in this Agreement may be considered or interpreted as constituting the relationship of the parties as that of partners, channel partners, joint ventures, franchise or principal and agent. You agree not to make any statement that would contradict anything specified in this clause.

9.5 No failure to exercise and no delay in exercising any right, power or remedy under this Agreement will operate as a waiver.

9.6 This Agreement is governed by, and construed in accordance with, the laws of the State of New South Wales, Australia, and the parties submit to the exclusive jurisdiction of the courts of that State.