Ambassador Terms and Conditions
The Cash Back App
Ambassador Seller Agreement
Terms and Conditions
We, Us, Our or TBCA means: The Cash Back App Pty Ltd ACN 164 040 019, a company registered in Australia.
Our address is: Level 5, 320 Adelaide Street Brisbane Queensland 4000.
Our Website and Mobile Application is at: www.thecashbackapp.com
You are: any person who completes the Online Form to become an Ambassador and is approved or accepted by Us.
These terms and conditions regulate the relationship between You and Us. If You apply to be an Ambassador, You agree to be bound by these terms and conditions. If You do not wish to be bound by these terms and conditions as amended from time to time You should not submit an application or accept a variation to these terms and conditions.
- Ambassador means a Visitor who joins Our Ambassador Programme.
- Ambassador Programme means the referral programme established by Us for the referral of Merchants to Us and Our Website and Mobile Application].
- Ambassador Tools means any material, in any medium, supplied by Us for use by You in promoting the Services or linking to Our Website and Mobile Application.
- Associate means an entity within The Cash Back Group.
- Commission means the money paid by Us to You under paragraph 7.1.
- Commission Period means:
- the period from the midnight on the date a Merchant becomes a Registered Merchant and ending at midnight on the last day of that calendar month;
- thereafter, the period from midnight on the first day of a calendar month until midnight on the last day of the calendar month
- Confidential Information includes:
- all information about Us including but not limited to information about Our staff, their personal contact information, Our businesses, methods of doing business, future plans, policies, suppliers, Members and customers;
- confidential financial information of TCBA;
- any and all trade secrets of TCBA;
- confidential know-how of TCBA;
- information (technical, business or otherwise) regarding business affairs, business prospects, business plans, business forecasts, marketing, research, management;
- databases, data surveys, records, concepts, reports, ideas, systems, designs, drawings, plans, specifications, visual representations, methods, processes, software, any information obtained or paid for by TCBA and other intellectual property;
- lists of Members, contact details of Members and personal information about Members,
- lists of Merchants, contact details of Merchants and personal information about Merchants,
- information about suppliers, agents, distributors, Members and customers; and
- information about the Intellectual Property.
- Content means the textual, visual or aural content that is encountered as part of Your experience on Our Website and Mobile Application. It may include, among other things: text, images, sounds, videos and animations. It includes Content Posted by You.
- Government Authority means:
- a local, state or federal government;
- a minister, department or agency of any government in paragraph (a);
- a corporation, authority or body that is constituted under statute or regulation for a public purpose;
- a holder of a statutory office for a public purpose, or a person charged with the administration of a law; or
- a court, tribunal or commission constituted under statute or regulation.
- Intellectual Property means intellectual property owned by Us or Our Associates, of every sort, whether or not registered or registrable in any country, including intellectual property of kinds coming into existence after today; and including, among others, patents, trademarks, unregistered marks, designs, copyrights, software, domain names, discoveries, creations and inventions, together with all rights which are derived from those rights.
- Member means a Visitor who pays Us for Services.
Merchant means a person or entity who has paid for Services and has agreed to be bound by the Merchant Terms and Conditions on Our Website and Mobile Application.
Online Form means the application form available on Our Website and Mobile Application for Visitors to apply to become an Ambassador.
Our Website and Mobile Application means all of the hardware and software installation that enables Our Website and Mobile Application to function.
Pay Day means the day each month by which Commission due to You will be paid.
- Post means place on or into Our Website and Mobile Application any Content or material of any sort by any means.
Qualifying Service means a service provided by TCBA to a Registered Merchant for which the Ambassador is entitled to Commission.
Registered Merchant means any Merchant who has:
- registered on Our Website and Mobile Application via Your Ambassador Page or directly from Your Website or by referral from You;
- signed up to be a TBCA Merchant on Our Website and Mobile Application via a login linked to You; or
- applied to become an Ambassador by other method or referral from You which is acceptable to Us.
- Reports means the reports generated for the purpose of providing statistics relating to Merchants, Registered Merchants and sales.
- Services means all of the services available from Our Website and Mobile Application, whether free or charged, including the potential for increased business from Our Members.
- any tax, levy, charge, impost, duty, fee, deduction, compulsory loan or withholding; or
- any stamp or transaction duty, tax or charge,
which is assessed, levied, imposed or collected by any Government Authority and includes any interest, fine, penalty, charge, fee or other amount imposed on or in respect of any of the above.
- Visitor means anyone who visits Our Website and Mobile Application.
Your Website means a website on which You place one or more links to Our Website and Mobile Application.
- In this agreement unless the context otherwise requires:
- a reference to a person is a reference to one or more individuals, whether or not formally in partnership, or to a corporation, government body, or other association or organisation;
- any agreement by any party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing;
- any obligation of any person arising from this agreement may be performed by any other person;
- references to a party include references to a person to whom those rights and obligations are transferred or pass as a result of a merger, division, reconstruction or other re-organisation involving that party.
- the headings to the paragraphs in this agreement do not affect the interpretation;
- all money sums mentioned in this agreement include GST (if any);
- a reference to an act or regulation includes new law of substantially the same intent as that act or regulation;
- in any indemnity, a reference to costs or expenses shall be construed as including the estimated cost of management time of the indemnified party, such cost calculated $100 per hour;
- this agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.
- Entire agreement
- Subject to paragraph(b)
- This agreement contains the entire agreement between the parties and supersedes all previous agreements and understandings between the parties.
- Each party acknowledges that, in entering into this agreement, they do not rely on any representation, warranty, information or document or other term not forming part of this agreement.
- Conditions, warranties or other terms implied by statute or common law are excluded from this agreement to the fullest extent permitted by law.
- As an exception to paragraph(a), the parties do rely on, and agree to be bound by, the following information and documents:
- Disclaimer (see Our Website and Mobile Application);
- Hosting and Service Agreement (see Our Website and Mobile Application);
- Member User Agreement (see Our Website and Mobile Application);
- Merchant User Agreement (see Our Website and Mobile Application);
- You may not only dispose of, deal with, declare a trust over or otherwise create an interest in, any of Your rights under this agreement with Our prior written consent.
- We can dispose of, deal with, declare a trust over or otherwise create an interest in, any of Our rights under this agreement without Your prior written consent
- Relationship of parties
- This agreement does not create a partnership or agency or the relationship of employer and employee, or other relationship between any of the parties, other than the contractual relationship expressly provided for.
- You acknowledge that:
- You are an independent contractor only;
- under no circumstances will You be deemed to be the employee, servant or agent of TCBA;
- You will have no claim against TCBA in respect of annual leave, public holidays, personal leave, long service leave, superannuation or otherwise, nor in respect of any claims under any workers' compensation legislation;
- You are responsible for making appropriate deductions and payments in respect of any payments or benefits provided to You by TCBA including but not limited to:
- remuneration and benefits, including superannuation contributions, annual leave, sick leave, long service leave, overtime and penalty rates and provision of accommodation and sustenance;
- imposts or levies imposed by law, such as work care levies, group tax, payroll tax, fringe benefits tax, superannuation guarantee charges;
- payments upon termination of service (including on redundancy).
- Neither party shall have, nor represent that it has, any authority to make any commitment on the other party’s behalf.
- Application to Become an Ambassador
- You apply to be appointed as an Ambassador by completing the Online Form. By completing the Online Form and confirming Your registration on that form You agree to be bound by all the terms and conditions set out in this agreement.
- Our contract
This agreement covers only Our Ambassador Programme and the terms and conditions on which You conduct Yourself as an Ambassador.
When viewing or using Our Website and Mobile Application You are bound by the same terms and conditions as any other Visitor. Similarly, Your role as a Member is governed by the Member User Agreement amongst other terms and conditions.
- Entitlement to Commission
- We will pay You Commission for each Registered Merchant that obtains Qualifying Services from Us during a Commission Period.
- Commission is not payable in respect of a Merchant who registers directly having reached Our Website and Mobile Application from a Website and Mobile Application owned or managed by some person other than You.
- Calculation of Commission
- The Commission payable by Us to You is the sum of the commission for Qualifying Services during a Commission Period calculated as follows:
Commission for a Qualifying Service
Current Rate for a Qualifying Service
Net Sales Receipts for a Qualifying Service during the Commission Period
- Current Rate means, for a relevant Qualifying Service, the rate of commission for a particular Qualifying Service as determined by Us and as varied from time to time by Us and notified to You;
- Net Sales Receipts means, for a relevant Qualifying Service, means the monies received by Us in respect of that Qualifying Service during the relevant Commission Period, after deduction of any and all Taxes.
- Commission is calculated in Australian Dollars. The rate of exchange is determined on the date that payment of the Commission is made to You.
- No deduction from Commission is made, nor required to be made, by Us in respect of currency exchange costs or any bank or other fees incurred in making the payment of the Commission to You.
- Commission is inclusive of any tax payable by You to any Government Authority. If We become liable at law to deduct tax from any payment to be made by Us to You, We shall deduct that tax from the payment and pay the net amount to You.
- Payment of Commission
- Pay Day is the first Friday of each calendar month or, where the Friday is not a Business Day, the next Business Day after the Friday.
- Payment will be made monthly in arrears, with the pay period being from midnight on the first day of a calendar month to midnight on the last day of the calendar month.
- We are not responsible for delays in transmission of the Commission to You.
- Commission will be paid by internet transfer to the account designated by You.
- If the amount due to You is less than $20 in any calendar month, the amount due will be carried forward to the following calendar month until the cumulative amount due to You exceeds $20 (after deduction of any currency exchange costs or fees incurred in making payments to You such as bank fees).
- Merchant tracking and Reports
- We undertake to set up Our Ambassador Programme so as to:
- identify all Registered Merchants
- record all Qualifying Services provided to Registered Merchants during the Commission Period;
- record the Commission due and payable to You for any Commission Period;
- record the history of payments of Commission made to You;
- provide You with the Reports.
- We undertake to provide You with password protected access to the Reports.
- Changes to this agreement
- We reserve the right to change this agreement at any time and in any way.
- A change to this agreement will take effect when We Post it on Our Website and Mobile Application.
- If You continue to login and/or access Our Website and/or Mobile Applicationthat will be taken as acceptance by You of the amended terms of this agreement.
- Refunds, charges back and bad cheques
- If a payment by a Merchant, Visitor or Member is later:
- charged back by a merchant service provider (i.e. refunded); or
- refunded to a Merchant, Visitor or Member; or
- if a cheque from Merchant, Visitor or Member does not clear,
- then Commission paid to in respect of the relevant Qualifying Service for that transaction will be immediately due and payable to Us. We may deduct payment for the amount due and owing by You from any Commission payment which is due to be paid to You. If no further Commission is payable to You then the amount owing to Us is immediately due and payable by You to Us.
- Removal of offensive Content
- For the avoidance of doubt, this paragraph 11 is addressed to any person who comes on Our Website and Mobile Application for any purpose.
- We are under no obligation to monitor or record the activity of any Member or customer for any purpose, nor do We assume any responsibility to monitor or police internet-related activities. However, We may do so without notice to You and without giving You a reason.
- If You are offended by any Content, the following procedure applies:
- Your claim or complaint must be submitted to Us in the form available on Our Website and Mobile Application, or contain the same information as that requested in Our form. It must be sent to Us by post or email.
- complaint, We shall investigate so far as We alone decide
- We may delete or re-instate the Content about which You have complained or not.
- In respect of any complaint made by You or any person on Your behalf, whether using Our form of complaint or not, You now irrevocably grant to Us a licence to publish the complaint and all ensuing correspondence and communication, without limit.
- You now agree that if any frivolous or vexatious complaint is made by You, You will repay Us the cost of Our investigation including legal fees, if any.
- Security of Our Website and Mobile Application
- We may, at Our discretion or as part of a paid Service, give You permission to access Our Website and Mobile Application for the purpose of Posting or uploading Content in a form or manner We prescribe. We may at any time and from time to time read, assess, delete, review or moderate any Content Posted on Our Website and Mobile Application
- allow any other person to:
- modify, copy, or cause damage or unintended effect to any portion of Our Website and Mobile Application, or any software used within it;
- link to Our site in any way that would cause the appearance or presentation of the site to be different from what would be seen by a user who accessed the site by typing the URL into a standard browser;
- download any part of Our Website and Mobile Application, without Our express written consent;
- collect or use any product listings, descriptions, or prices;
- collect or use any information obtained from or about Our Website and Mobile Application or the Content except as intended by this agreement;
- aggregate, copy or duplicate in any manner any of the Content or information available from Our Website and Mobile Application, other than as permitted by this agreement or as is reasonably necessary for Your use of the Services;
- for any purpose use Our name, any proprietary information (including images, text, page layout, or form) of ours or of Our affiliates in any way and in particular to entice search robots to some other Website and Mobile Application;
- Application to hack into the computer of any other person or make contact with any other computer;
- make available or upload files that contain software or other material, data or information not owned or licensed to You, including pirated computer programs, pirated music or other media or links to any such files;
- make available, upload or distribute by any means any material or files that contain any viruses, bugs, corrupt data, "Trojan horses", "worms" or any other harmful software;
- upload or republish any part of Our Content on any internet, intranet or extranet site;
- hide or remove the banner advertisements on any page of Our Website and Mobile Application;
- share with a third party any login credentials to Our Website and Mobile Application;
- use on Our Website and Mobile Application software which assists in:
- data mining, extraction or collection;
- emulating, phreaking, hacking, password cracking, IP spoofing or over-loading Our Website and Mobile Application
- "framing", inserting pop-up windows, interstitial pages or advertisements, or similar techniques;
- performing any automated operation;
- Subject to paragraph 12, We grant You a licence to create a hyperlink to Our Website and Mobile Application for the purpose of promoting an interest common to both of us.
- This licence is conditional upon You not portraying Us or any product or service in a false, misleading, derogatory, or otherwise offensive manner.
- For the avoidance of doubt, You may not use any logo or other proprietary graphic or trademark of ours as part of the link without Our express written consent.
- If this agreement is terminated or We notify You that the licence under this paragraph 13 is terminated, You must remove the hyperlink to Our Website and Mobile Application within the time frame that We specify to You.
- Visitor data
- We are solely responsible for:
- processing of payments for Qualifying Services;
- processing of payments for renewal of Qualifying Services;
- processing of cancellations and refunds; and
- any related Merchant, Visitor or Member services, even when the link to Our Website and Mobile Application is a co-branded page on Your Website and Mobile Application.
- All personal information about Merchants, Visitors or Members collected by Us is owned solely and exclusively by us
- Publicity and Ambassador Tools
- You will not create, publish, distribute or permit any written material that makes reference to Us without first having obtained Our written consent.
- You agree that You will not, without Our prior written approval, use any written or other means of promoting referrals to Us except the material comprising Ambassador Tools.
- Ambassador Tools consisting of text may be changed with Our prior written permission. Tools comprising graphics may not be changed.
- We are under no obligation to provide marketing material or assistance to You but if We do so We are not liable in any way to You or to any third party for that or any content on Your Website and Mobile Application.
- You are responsible for the correct formatting and presentation of the dynamic links to Our Website and Mobile Application through which Qualifying Services will be recorded.
- Duration and termination
- This agreement shall continue until terminated:
- by one week’s notice in writing by either of Us to the other; or
- immediately by Us without reason if We determine (in Our sole discretion) that Your conduct is or has become unsuitable. Unsuitable conduct may include conduct that is aimed at children, promotes sexually explicit materials, promotes violence, promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promotes illegal activities, or violates intellectual property rights; o
- immediately by either of Us if the other commits any material breach of any term of this agreement and which, in the case of a breach capable of being remedied, is not remedied within 30 days of a written request to remedy it.
- At and after termination
When this agreement terminates:
- all rights, interests and licences granted to You under this agreement immediately terminate;
- You will not be entitled to Commission for any Qualifying Services after the date of termination;
- You will immediately stop using the Ambassador Tools and (where applicable) will remove them from Your Website and Mobile Application;
- You will remain entitled to all Commission earned on or before the date of termination and these amounts will be paid to You as they would have been had this agreement not been terminated, however, We may withhold from You the final payment of Commission for a reasonable time to ensure that the correct amount is paid to You;
- if Registered Merchants continue to request and be provided with Qualifying Services after termination of this agreement, those actions by the Registered Merchants will not constitute a continuation or renewal of this agreement or a waiver of termination or any other right under this agreement;
- You will immediately return to Us all copies of all Confidential Information in Your possession and will immediately cease to use the Intellectual Property;
- any and all claims or actions that one party has against the other shall remain intact despite termination.
- The acccount that was used while acting as an ambassador will be forfeited and all merchants and members signed up under this account will also be forfeited. No further rewards and or income will be given or earnable.
- Intellectual Property
You agree that at all times You will:
- not damage or endanger our Intellectual Property or ownership thereof.
- not during the currency of this agreement or within five years of its expiry, instruct for, create or write software to perform any of the purposes for which the Services are used.
- notify Us of any suspected infringement of the Intellectual Property;
- indemnify Us for any loss or expense arising from Your misuse of the Intellectual Property;
- on the expiry or termination of this agreement immediately stop using the Intellectual Property except as expressly authorised by the Company in writing;
- not use any name or mark similar to or capable of being confused with any name or mark of ours;
- not use the Intellectual Property except directly in Our interest
- Confidential Information
- You now agree that You will:
- keep all records of the Confidential Information in all media separate from other records;
- keep confidential (and to make sure that Your employees and agents shall keep confidential) any Confidential Information which You or they may acquire;
- not store, copy, or use the Confidential Information in any place or in any electronic form which may be accessible to any other person;
- not use or disclose Confidential Information except with Our consent;
- from today until the expiry of five years from the termination of this agreement, keep the Confidential Information secret and not divulge or make it known to anyone nor use it for the benefit of Yourself or any other person.
- This paragraph does not apply to disclosure of Confidential information:
- made with the consent of the proper officers of the Company or under the authority of the board or by order of the court.
- of information or knowledge which comes into the public domain otherwise than by reason of Our default.
- as may be minimally necessary to give effect to the purposes of this agreement whilst ever the agreement is operational.
- The obligations set out in this paragraph shall continue to be fully effective indefinitely even if You have destroyed or returned the Confidential Information.
- We hereby grant to You a non-exclusive, non-transferable licence, during the term of this agreement, to use the Intellectual Property solely to promote the Services.
- This licence cannot be sub-licensed, assigned or otherwise transferred by You.
- The provisions of this paragraph shall survive any termination of this agreement for a period of 5 years from termination.
- You indemnify Us
You agree to indemnify Us against all costs claims and expense arising directly or indirectly from:
- any breach by You of this agreement;
- any claim representation or warranty made by You in connection with Us or the Services; or
- Your failure to comply with the law of any country; or
- the posting by You of any content on Your Website and Mobile Application; or
- the sending by You of any messages from Your Website and Mobile Application which are of an objectionable nature whether or not You define them as "spam"; or
- any use of Your Website and Mobile Application for a purpose forbidden by this agreement.
- Interruption to the Services
- If We believe in Our absolute discretion that it is necessary for Us to interrupt the Services We may do so without notice to You.
- You acknowledge that the Services may also be interrupted for reasons beyond Our control.
- You agree that We are not liable to You for any loss whether foreseeable or not, arising as a result of interruption to the Services.
- Disclaimers and limitation of liability
- The law differs from one country to another. This paragraph applies so far as the applicable law allows.
- All implied conditions, warranties and terms are excluded from this agreement.
- Our Website and Mobile Application include Content Posted by third parties. We are not responsible for any such posting. If You come across any Content which offends against this agreement, please contact Us via the "Contact us" page on the Site.
- You are advised that Content may include technical inaccuracies or typographical errors. This is inevitable in any large Website and Mobile Application. We would be grateful if You bring to Our immediate attention, any that You find.
- The Site contains links to other Internet Website and Mobile Applications. We have neither power nor control over any such Website and Mobile Application. You acknowledge and agree that We shall not be liable in any way for the content of any such linked Website and Mobile Application, nor for any loss or damage arising from Your use of any such Website and Mobile Application or from Your buying services via such a Website and Mobile Application
- The Cash Back App Website and Mobile Application and The Cash Back App Services are provided "as is". We make no representation or warranty that the Service will be:
- useful to You;
- of satisfactory quality;
- fit for a particular purpose;
- available or accessible, without interruption, or without error.
- We claim no expert knowledge in any subject. We disclaim any obligation or liability to You arising directly or indirectly from information You take from Our Website and Mobile Application.
- We accept no responsibility for:
- delivery of Content, material or any message;
- privacy of any transmission;
- third party advertisements which are posted on Our Website and Mobile Application or through the Services;
- the conduct, whether online or offline, of any user of Our Website and Mobile Application or the Services
- failure or malfunction of computer hardware or software or technical equipment or system connected directly or indirectly to Your use of the Services.
- loss or damage resulting from Your attendance at an event organised through Our Website and Mobile Application or the Services;
- You agree that in any circumstances when We may become liable to You, the limit of Our liability is the amount You have paid Us in the immediately preceding 12 month period for the Services concerned.
- Except in the case of death or personal injury, Our total liability under this agreement, however it arises, shall not exceed the sum of $10,000.
- We shall not be liable to You for any loss or expense which is:
- indirect or consequential loss; or
- economic loss or other loss of turnover, profits, business or goodwill even if such loss was reasonably foreseeable or We knew You might incur it.
- This paragraph (and any other paragraph which excludes or restricts Our liability) applies to Our directors, officers, employees, subcontractors, agents and affiliated companies as well as to ourselves.
- Nothing in this agreement shall be construed as limiting or excluding Our liability for death or personal injury caused by Our negligence.
- Miscellaneous matters
- So far as any time, date or period is mentioned in this agreement, time shall be of the essence.
- If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms
- The rights and obligations of the parties set out in this agreement are personal and shall pass to any permitted successor in title.
- No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
- Any communication to be served on either of the Parties by the other shall be delivered by hand or sent by first class post or recorded delivery or by fax or by e-mail.
- It shall be deemed to have been delivered:
- if delivered by hand: on the day of delivery;
- if sent by post to the correct address: within 72 hours of posting;
- if sent by fax to the correct number: within 24 hours;
- if sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender.
- In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
- This agreement does not give any right to any third party.
- In the event of any conflict between any term of this agreement and the provisions of the constitution of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.
- Each party shall bear its own legal costs and other costs and expenses arising in connection with the negotiation and drafting of this agreement
- The validity, construction and performance of this agreement shall be governed by the laws of the State of Queensland.