Business Partners T&C's

Business Partner Terms & Conditions

STANDARD TERMS AND CONDITIONS FOR PROPERTY XCLUSIVE BUSINESS PARTNERS

1. GENERAL

1.1 The business of Property Xclusive (“PX”) is conducted by way of business & trade promotions and membership offerings. The service includes an online platform offering members’ exclusive access to special partner offers and discounts. These offers and discounts are made available through our digital and physical channels, including but not limited to our Website, the PX Platform, Social Media, Email, and Virtual, or the Business Partners directly (“Partners”).

1.2 These terms and conditions (“Partner Terms”) govern the partner agreement with PX and your ability to use PX branding, access PX resources and manage PX Intellectual Property. Once accepted by you, when you sign PX’s relevant Partner registration form, paper-based agreement, or by accepting the Partner Terms online on the Website.

1.3 (“Start Date”), these Partner Terms & Conditions, together with the Privacy Policy, all other policies and documents referred to in these Partner Terms & Conditions and any registration form, Partner Cover Agreement or other written agreement, constitute a formal agreement between you and PX (“Partner Agreement“).

1.4 When reference is made to “we” or “us” or “our” in these Partner Terms, it means PX. When reference is made to “you” or “your” these Partner Terms, it means the Partner.

1.5 These Terms and Conditions apply to all contracts for the supply of services by the Supplier (PX) to the Business Partner and shall prevail over any other documentation or communication from the Business Partner.

1.6 Any variation to these Terms and Conditions shall be inapplicable unless agreed in writing by the Supplier.

1.7 Agreement to these Terms and Conditions allow Property Xclusive to promote and drive traffic to the Business Partners business and links provided via marketing strategies the Supplier wishes to utilise.

2. DEFINITIONS

In this document the following words shall have the following meanings.

2.1 Supplier; means the provider of services (Property Xclusive (PX))

2.2 Business Partner; means any person or business who purchases services form the Supplier.

2.3 Partner (or ‘you’ or ‘your’) means you, as the provider of partner services specified in the Partner Agreement to PX pursuant to this Partner Agreement.

2.4 Terms and Conditions; means the terms and conditions of supply set out in this document and any special terms and conditions agreed in writing by the Supplier.

2.5 Property Xclusive Marks; means the artwork, logos, trade names, trademarks, and other branding (whether registered or unregistered) of PX.

2.6 Property Xclusive Materials; means documents, information, and materials, including marketing materials, produced by PX and provided to you for the purposes of this Partner Agreement or used by PX in performing its obligations under this Partner Agreement.

2.7 Materials means the artwork, logos, trade names, trademarks, and other branding (whether registered or unregistered) of the Partners or Company.

3. INTELLECTUAL PROPERTY

3.1 Intellectual Property Rights; means all intellectual property rights, including the following rights:

(a) patents, copyright, rights in circuit layouts, designs, trade and service marks (including goodwill in those marks), domain names and trade names and any right to have confidential information kept confidential;

(b) any application or right to apply for registration of any of the rights referred to in paragraph (a); and

(c) all rights of a similar nature to any of the rights in paragraphs (a) and (b) that may subsist anywhere in the world (including the Applicable Jurisdiction), regardless of the form and whether or not such rights are registered or capable of being registered.

3.2 PX IP means the Intellectual Property:

(a) in PX Materials;

(b) in the PX Marks;

(d) information that is received or developed by the partner during the Term, which relates to processes, equipment and techniques used by PX in the course of the PX’s business, including but not limited to all information, data, drawings, specifications, documentation, source or object code, designs, construction, workings, functions, features and performance notes, techniques, concepts not reduced to material form, agreements with third parties, schematics and proposals and intentions, technical data and marketing information such as customer lists, financial information and business plans.

3.3 Partner IP means any artwork, logos, trade names, trademarks, and other branding (whether registered or unregistered) of the Business Partner.

4. PAYMENT & PRICE

4.1 Payment is to be made on sign-up and registration for the individual business partner. There are a variety of payment options depending on which Partner listing type you choose. The standard listing is a once off payment. A Premium, Premium Plus and Elite listing are annual fees, that are paid annually at the time of registration. Payment can be made by credit or debit card on-line or by EFT (for Standard listings only).

4.2 The Supplier reserves the right to modify, update or run promotions on any service at any time.

4.3 The Supplier reserves the right to change the price of any service at any time. Once a service has been ordered, the price shall remain fixed for the Customer.

5. GENERAL PERFORMANCE OBLIGATIONS

5.1 Each party must carry out its role and obligations set out in this Partner Agreement:

(a) to a professional standard;

(b) in a timely fashion, including to achieve any timing requirements for delivery of the Services and the provision of the Services;

(d) in accordance with all Applicable Laws; and

(e) in accordance with applicable PX Policies to the extent that such PX Policies are reasonable and do not breach any Applicable Law.

6. SUPPLIER OBLIGATIONS

6.1 The Supplier shall perform the services outlined in the sign-up form and email communications, with reasonable care and skill and to a reasonable standard in accordance with recognised standards and codes of practice.

6.2 Data protection: All information and data will be kept digitally by PX, and will not be printed or passed on to third parties.

6.3 The Supplier agrees to not publicly share or promote said discounts or offers with or onto third-parties.

7. BUSINESS PARTNER OBLIGATIONS

To enable the Supplier to perform its obligations the Business Partner shall:

7.1 Cooperate with the Supplier.

7.2 Provide the Supplier with all information reasonably required by the Supplier to fulfil their obligations.

7.3 Provide the Supplier with their correct business name, postal address, email address, phone number and social media information.

7.4 Allow the Supplier to utilise business logos and information for promotional use.

7.5 Agree to provide special offers or discounts solely to the Supplier that is not in conjunction with any others.

7.6 Agree not to facilitate their own membership rewards program that may be in direct competition with this Business Partners program.

7.7 Agree not to register or become partners with businesses that provide discounts of offer membership rewards that facilitate prize giveaways as a means of promotion of their membership program.

7.8 Comply with other such requirements as agreed between the parties.

7.9 Comply with all other statutory requirements, particularly in regards to data protection and confidentiality.

8. LIMITATION OF LIABILITY

8.1 The Supplier shall not be liable under any circumstances to the Business Partner or any third party for any indirect or consequential loss of profit or other economic loss suffered by the Business Partner howsoever caused, as a result of any negligence, breach of contract, misrepresentation or otherwise.

8.2 Nothing in these Terms and Conditions shall exclude or limit the liability of the Supplier for death or personal injury. However, the Supplier shall not be liable for any direct loss or damage suffered by the Business Partner however caused, as a result of any negligence, breach of contract or otherwise in excess of the price of the services.

9. MODIFICATIONS TO THIS PARTNER AGREEMENT

9.1 From time to time, PX may update this Partner Agreement, and PX reserves the right to modify and/or make changes to this Partner Agreement at any time.

9.2 If PX makes any material change to this Partner Agreement that materially reduces your rights, PX will notify you using prominent means such as by:

(a) email notice sent to the email address specified in your account; or

(b) posting a notice on the Website.

9.3 Other modifications will become effective on the day they are posted, unless stated otherwise.

9.4 If you continue to provide the Services after the effective date of any change, then such provision will be deemed an acceptance of and an agreement to follow and be bound by this Partner Agreement as changed.

9.5 The revised Partner Agreement supersedes all previous Partner Agreements.

10. ASSIGNMENT

10.1 PX may assign, novate, or otherwise transfer this Partner Agreement or any of its rights or obligations under this Partner Agreement.

10.2 You may not assign, transfer, novate or otherwise deal with your rights and obligations under this Partner Agreement without the written consent of PX, which will not be unreasonably withheld.

10.3 This Partner Agreement inures to the benefit of and is binding upon the parties, their respective successors in interest by way of merger, acquisition, or otherwise (“transfer”) and their permitted assigns. If you transfer all or any part of your business, you will do so on the basis that, subject to the agreement of PX at the time, you will oblige the transferee to accept the terms and conditions of this Partner Agreement as part of the transfer.

11. DIRECTIONS

You must comply with all terms of this Business Partner Agreement and with any reasonable directions, special conditions, content and/or product guidelines or specifications advised by PX from time to time.

12. CANCELLATIONS/RETURNS/REFUNDS

Where an Business Partner cancels their order after PX has finalised their promotions and offers, the Supplier will not provide a refund. Where a Customer (Business Partner) fails to provide the relevant information requested by the Supplier; there is no refund. All parties must return or destroy any and all information received from the other if requested.

13. PROPERTY XCLUSIVE PROPERTY & COPYRIGHT

The contents of the PX website may not be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means without the prior express written permission of PX. Format and layout of the website and associated pages are the property of PX

14. REPRESENTATIONS

The parties agree that no promise or representation made or given by PX, its employees, officers, agents, or contractors will be recognised unless contained in this Partner Agreement.

15. EFFECT OF SIGNATURE

This Partner Agreement shall not be binding on PX until it has been accepted by signature by its duly authorised officer.

16. DISPUTES

16.1 The parties will first attempt to resolve any dispute under this agreement by referring the matter to a senior representative of each party with authority to settle the dispute, which will negotiate in good faith in an effort to reach a resolution. If such designated representatives are not able to agree on a resolution within fourteen (14) days after the initial notice of dispute, either party may bring legal action in a court of competent jurisdiction, and the parties irrevocably submit and agree to the exclusive jurisdiction and venue of the courts of the Applicable Jurisdiction, in accordance with the governing law of the Applicable Jurisdiction, which shall apply to any dispute or claim arising out of or related to this agreement.

16.2 Notwithstanding the foregoing, nothing in this section will prevent either party from bringing a legal action seeking preliminary or injunctive relief related to any alleged breach of a party’s obligations under this Agreement regarding a party’s Intellectual Property Rights or Confidential Information.

17. FORCED MAJEURE

Neither party shall be liable for any delay or failure to perform any of its obligations, if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock-outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.

18. LEGAL COMPLIANCE

18.1 In addition to this Agreement, you must familiarise yourself with, and comply with the Policies, domestic laws (including common law), state legislation, international laws, statues, ordinances and regulations regarding your use of our services. Not with standing successful conclusion of a transaction you must ensure strict compliance with any particular formalities that, if not complied with, will either render a transaction void or unlawful.

18.2 You alone, and not we, are responsible for ensuring that the services and any other activities conducted on the software are lawful. You must ensure that they comply with all applicable laws in Australia and all other countries.

18.3 You should comply with country and state regulations.

19. Privacy

19.1 Each party must, at all times, comply with the Privacy Laws and the Privacy Policy.

19.2 If PX provides you with any Personal Information or you become aware of any Personal Information collected or held by you as a result of the parties’ activities under this Partner Agreement including, but not limited to, any Personal Information subsisting in the Partner Related Data and Referral details, you must:

(i) not use, disclose, store, transfer, or handle the Personal Information except in accordance with Privacy Laws and the Privacy Policy;

(ii) take all steps to ensure that the Personal Information is protected from misuse, loss, unauthorised access, modification, or disclosure;

(iii) use or disclose the Personal Information only for a purpose connected with this Partner Agreement or as permitted by the Privacy Laws and the Privacy Policy; execute and comply with the applicable data processing agreement provided to you.

19.3 Cooperate with any reasonable request or direction from PX that relates to:

(i) data subject requests for access to, or rectification of, an individual’s Personal Information;

(ii) regulatory investigations or litigation related to such Personal Information; or

(iii) compliance with applicable Privacy Laws and regulations.

20. SEVERANCE

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provision hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

20.1 These Terms collectively represent the entire agreement and understanding between you and us and supersede any other agreement or understanding (written, oral or implied) that you and we may have had. Any statement, inducement, promise, covenant or condition not expressly found either in these Terms shall be deemed as void.

21. ENTIRE AGREEMENT

20.2 This Partner Agreement, sets out the entire agreement between the parties as to its subject matter and supersedes all previous agreements, understandings, and negotiations on that subject matter.