Terms and Conditions

This Agreement contains the terms and conditions that apply to your participation in the Program. By submitting your application to participate, and by continuing to participate, you accept and agree to be bound by these terms and conditions.

Terms & Conditions

Definitions as used in this Agreement:

• "we", "us", "our", “NTS” and “Nova” means Nova Team Solutions Inc.;
• "you", "your", “the Affiliate” means the affiliate identified in and signing this application.
• "Site" means an internet website.
• "NTS Site" means the Site located at https://novateamsolutions.com/contact-us/
• "Customer" means an employee, department or project team within a company or an individual or sole trader as stipulated within clause 2 and who contracts with NTS for the provision of outsourcing services and who is sent and pays the NTS Fee.
• “Commission” means 20% of the NTS Fee/s charged to and paid by the Customer/s or otherwise as stipulated in clause 2 of these terms and conditions. The 20% commission will be payable by NTS on a monthly basis for a period of no longer than 12 months from the date of the first NTS Fee having been paid by the Customer or as otherwise stipulated in clause 2 below for any subsequent NTS Fee’s charged to the Customer or the Customer’s associated employees.
• "Staff" or “Employee” means NTS employees which are allocated to a customer and perform work as directed by the customer.
• "NTS Fee" means the standard NTS outsource fee, currently being $750.00AUD (as of 2021) which is paid by the Customer. This fee is exclusive of Staff Salaries, Setup fees, one­off purchases, ad­hoc work and may vary in price from time-to-time at the discretion of NTS.

YOUR APPLICATION

NTS reserves the right accept or reject any application to join the Affiliate Program or at our sole discretion. We will refuse participation by any Affiliate applicant which directly or indirectly:

(a) has content or business services of violent, racist, pornographic, obscene, morally objectionable, or defamatory in nature;

(b) does not comply with any law or regulation in force in Australia in the State of Victoria and/or in the jurisdiction from which the Affiliate or applicant are participating or seeking to participate from;

(c) infringes any third party's rights (including copyrights, trademarks, privacy, or other personal or proprietary rights) ; or

(d) might be detrimental in any way whatsoever, to our brands, image or reputation.

CUSTOMER REFERRAL

a) To participate in the Program, you must refer Customers to us using one of the following methods:­

1. a personal introduction to the NTS Sales Team of the potential client; OR
2. the Customer specifies your name during the signup process in the “Where did you hear about Nova Team Solutions” field; OR
3. the Customer notifies their NTS Account Manager within 90 days of signing an Agreement with Nova Team Solutions the name of their referral Affiliate; OR
4. the Customer is issued a promotional item which specifically identifies the Customer and the Affiliate and which is relied upon by the Customer when signing up with NTS; OR
5. the Customer responds to a mailout, or marketing campaign run by the Affiliate and the response identifies the Affiliate in writing.

b) The Customer or potential Customer will then be listed on your Affiliate Referral Form (provided separately) and retained as evidence of the referral and the date from which the potential Customer must be converted to a NTS Customer. A potential Customer who is referred to NTS by an Affiliate must convert to a signed up NTS Customer within 180 days of being referred by the Affiliate, with the Affiliates rights to seek the commission for the Customer expiring thereafter.

c) Large Customers with multiple departments or multiple project teams may have an Affiliate listed at a project team or department level. The Affiliate must specify the department or project team they have a relationship with when referring a large Customer so that NTS may contact the specific Customer with whom the Affiliate has contacted. Generic referrals by Affiliates that do not identify specific contacts within organizations will not be accepted as a referral from the Affiliate for the purpose of the commission.

d) Each introduced Customer, whether a company, team, group or individual, will be classified as only one introduced Customer for the purpose of the commission if only one NTS Fee is payable by that Customer, for the outsourcing service provided by NTS or unless otherwise agreed by NTS for a period of 12 months.(1 NTS Fee = 1 Customer with commission payable to Affiliate for a period of 12 months only)

e) If the NTS Fee is being charged to a corporate Customer or other organization (referred to as “the first Customer”) and the first Customer expands their use of NTS to add further customers within their organization as a result of the Affiliates actions as outline in clause 2(a) above, then the Affiliate will be entitled to seek 20% commission on each additional Customer’s NTS Fee that they introduce in the First Customers organization, with these additional commissions being payable by NTS to the Affiliate only within the 12 month period from the date of the first Customer being introduced.

Any new Customers introduced to NTS as a mere consequence of a current Customer expanding the use of NTS within its company or as a result of a collective effort by multiple Affiliates and not otherwise resolved pursuant to clause 4 of this Agreement below, or any other reason not within the terms or scope of this Agreement, will not be counted as a new introduced client by an Affiliate and as such the Affiliate/s will not be entitled to the commission.

With regards to calculation of the commission it is noted that the commission only attaches to the Customer that are introduced to NTS as a direct and verifiable consequence of the sole efforts of the Affiliate in line with the terms of this agreement.

THE CUSTOMER AGREEMENT

When a Customer purchases services from NTS, they will have a signed agreement with one of Nova Team Solutions’ subsidiaries, in Australia or the Philippines.

Nova Team Solutions will invoice the client directly, in the currency they have nominated, and they will pay NTS by the methods specified on the invoice.

NTS reserves the right to refuse to accept Customer referrals on the same grounds listed in clause 1 above or if dealing with the Customer is prohibited by international law.

AFFILIATE CONFLICT RESOLUTION

If two or more Affiliates identify the same potential Customer, the Affiliate who first identified the potential Customer shall be deemed to be the Affiliate for the Customer unless otherwise agreed.

In the event that two or more Affiliates make claim to the same potential Customer and Nova Team Solutions is unable to resolve the claim with the Affiliates ­ the Customer will be asked to nominate the Affiliate to be assigned to new business within their account. You agree to be bound by the Customers choice of Affiliate in the event of a dispute of this kind.

HOW WE CALCULATE COMMISSIONS PAYABLE TO YOU

Our invoice issued to the Customer will list a line item(s) called “NTS Fee”

Your commission is calculated as a percentage of the NTS Fee (excluding tax) as displayed on the NTS Invoice issued to the Client.

If the commission to be paid is in a currency different to the currency used on the Customers invoice then the Exchange rate at www.xe.com will be used to convert all commission amounts to the correct currency.

The Affiliate commission percentage only applies to Customers who have signed a standard NTS agreement. Customer agreements that have been modified, use a different pricing structure, require NTS to assume more risk or require Nova Team Solutions to deliver a non­standard product are excluded from this agreement, unless specifically negotiated with the Affiliate.

Commission will be paid to you within 30 days following the end of the quarter in which the Customer invoice has been paid and received in cleared funds.

Payments will be made in the currency specified by the Affiliate to the account nominated in the Affiliate application.

Any bank costs with remitting payments to the Affiliate’s specified account is deducted from the amount being sent. Depending upon the currency of the Affiliate’s account, the Affiliate’s bank may impose foreign exchange fees on payments received.

No Commission is payable in respect of Client invoices which have not been paid, or which are subject to credit card fraud, bad debt, cancellation, or chargeback. If a Commission has been paid to the Affiliate in respect of a canceled Customer invoice, the Commission paid in respect of that cancelled Client invoice shall be deducted from a future payment.

INVOICING & TAXES

Commission Invoices will be generated by us on behalf of the Affiliate for all payments showing the Commission earned by the Affiliate. Invoices should not be sent to us by the Affiliate. Commission payable to the Affiliate will be grossed up to include goods and services tax or VAT (if applicable) which will be shown on the invoices generated by us.

The Affiliate agreed that they are solely responsible for all tax obligations arising from or in connection with their participation in the Program including any taxes relating to the Commission's due and payable to you. Specific invoicing details (applicable to Australian GST registered Affiliates only) are set out below.

Under this Agreement between us as recipient of your referral marketing services (herein referred to as the "Recipient") and you as supplier of the services (herein referred to as the "Supplier") the Recipient has agreed to issue recipient created tax invoices, in respect of the supplies under this RCTI agreement upon the following terms and conditions. "Determinations" means the Determinations of the Commissioner of Taxation set out as Schedule 1 to Goods and Services Tax Ruling GSTR 2000/10 entitled "Goods and Services Tax: Recipient Created Tax Invoices" and Determination RCTI 2000/23.

"GST" means goods and services tax. "GST Law" has the same meaning as in section 195­1 of the A New Tax System (Goods and Services Tax) Act 1999 (Cth). "RCTIs" means recipient created tax invoices that satisfy the requirements of the GST law and associated rulings and determinations, including the Determinations.

The Supplier has the right to receive a fee from the Recipient, pursuant to terms and conditions of being an affiliate of the Supplier ("the Supply").
The parties agree that the Recipient can issue RCTIs in respect of the Supplies.
The parties agree that the Supplier will not issue tax invoices in respect of the Supplies.
The Supplier acknowledges that it is registered for GST and will notify the Recipient if it ceases to be registered for GST.
The Recipient acknowledges that it is registered for GST and will notify the Supplier is it ceases to be registered for GST.
The Recipient will not issue a document that purports to be an RCTI on or after the date when the Recipient or Supplier has failed to comply with any of the requirements of the Determination. The Supplier will inform the Recipient in writing within 5 working days of becoming aware of it failing to comply with any of the requirements of the Determination.

TERM & TERMINATION OF AGREEMENT

The term of this Agreement will begin upon our emailed confirmation of acceptance of the Affiliate’s application and will end automatically with or without notice when one of the following trigger events apply:

i. The agreement is terminated by either party at any time, with or without cause, by giving the other party written notice of termination with any contractual obligations by either party surviving this termination; or

ii. The period of 2 years has elapsed from the date of this Agreement coming into effect with no referrals having been made by the Affiliate and having become Customers; or

iii. The period of 2 years has elapsed from the date of the last Customer referral made from the Affiliate

Affiliates are only eligible to earn Commission during the term of this agreement with the term ending upon termination of the agreement.

Upon termination of this Agreement, the Affiliate must immediately cease use of Nova Team Solutions and our related entities' trademarks, trade names and logos and all other material provided by or on behalf of us to the Affiliate, in connection with the program.

INTELLECTUAL PROPERTY & BRAND PROTECTION RULES

During the term, we grant the Affiliate a non­exclusive, non­transferable, revocable, worldwide right and license to use NTS marketing material subject to the terms of this Agreement.

The Affiliate agrees to remove the NTS materials and NTS references from the Affiliate’s Site(s) upon our request.

During the term, the Affiliate will grant us a non­exclusive, non­transferable, worldwide right and license to use the Affiliate trade names, logos and trademarks on the NTS Site for the purpose of marketing your affiliate relationship with us.

All marketing materials and other words or symbols identifying us, and our services are and will remain our or our related entities' exclusive property. The Affiliate will not and will not try to, for themselves or any third party, create, register, acquire or obtain, directly or indirectly, any trademark, service mark, trade name, company name, domain name, search engine or directory listing or other right that is identical to or looks or sounds confusingly similar (including variations and misspellings) with the our brand names including (without limitation) the brand names used by us in connection with the NTS Site or any other Site operated by the Nova Team Solutions, Inc. ("Our Brands"). The Affiliate agrees that their domain names will not at any time look or sound similar to, contain or have any variation of Our Brands. The Affiliate will not purchase any domain name or other right or otherwise contract with a third party to exploit any of Our Brands. The Affiliate agrees that Affiliate Sites will not in any way copy or resemble the look and feel of the NTS Site (other than with prior written permission from us). The Affiliate shall not bid for any of Our Brands or any variation on Our Brands on any search engine marketing campaign or deliberately attempt to rank on Our Brands or any variation on Our Brands organically using search engine optimization techniques.

PUBLICITY, PRIVACY & SPAM

The Affiliate must not (without our prior written consent which we will not unreasonably withhold) create, publish, distribute, or permit any written material that makes reference to us or our related entities.

The Affiliate agrees to abide by all laws and regulations relating to privacy and unsolicited marketing and will not take any action which infringes such laws or regulations elsewhere worldwide. We will not disclose the Affiliate’s personal information to third parties (other than parties engaged to administer aspects of the Program) on our behalf without the Affiliate’s consent.

OUR LIABILITY

We make no representation and provide no warranty that the operation of the NTS Site or Program Interface will be uninterrupted or error­free. So far as the law permits, we disclaim all implied warranties, terms or conditions of satisfactory quality, merchantability, fitness for purpose, title or non­infringement or any implied warranties arising out of course of performance, course of dealing or usage of trade. So far as the law permits, we will not be liable for direct, indirect, incidental, special or consequential punitive or multiple damages, including without limitation any damages resulting from loss of use, loss of business, loss of revenue, loss of profits or loss of data arising in connection with this Agreement or our performance of services or of any other obligations relating to the Agreement. If, notwithstanding the foregoing, a liability arises, you agree that our aggregate liability arising with respect to this Agreement will not exceed the total Marketing Fee paid or payable to you under this Agreement. The foregoing limitation of liability shall apply regardless of the cause of action under which such damages are sought.

OUR INDEMNIFICATION

The Affiliate hereby agrees to indemnify, defend and hold harmless NTS and our related entities' shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, demands, losses, liabilities, damages or expenses (including attorney fees and costs) of any nature whatsoever incurred or suffered by us (collectively "Losses"), insofar as such Losses (or actions in respect thereof) arise out of, are related to, or are based on (i) the breach of any representation or warranty made by you herein; or (iii) any claim related to Affiliate Sites.

CONFIDENTIALITY

The Affiliate recognizes that during their participation in the Program they may obtain technical, operational, or marketing information from us which is confidential "Confidential Information" and that unauthorized disclosure or use of which may cause damage or loss. The Affiliate agrees that they will not disclose such Confidential Information to any person or use it for any purpose other than in connection with the Program without our prior written consent. The Affiliate acknowledges and agrees that their password and the Commission Rate(s) and cookie period(s) applicable to the campaign type(s) they participate in are Confidential Information.

MODIFICATIONS, NOTICES & DISPUTE RESOLUTION

We may modify any of the terms and conditions contained in this Agreement (including in relation to fees, payment procedures and Program rules), at any time and at our sole discretion, by posting a notice on the Nova Team Solutions Site or the Program Interface and/or by emailing the amended terms and conditions to you. The Affiliate will have a right to dispute, query, negotiate or reply (collectively referred to as “dispute”) to the modification for a period of 30 days after the date that the modification was posted or emailed, whichever is the earlier date.

In the event that you choose to dispute the modification, you must do so within the stipulate time frame and this must be done in writing with that communication being sent to info@novateamsolutions.com.

In the event of a dispute, the parties agree to conduct informal dispute resolution discussions or communications with each other on a good-faith basis, prior to any further proceedings or actions being undertaken by either party.

The Affiliate’s continued participation in the program following a change that has not been disputed as noted above, will constitute their binding acceptance of the modification to the full extent permitted by law.

All notices and other communications provided for or permitted under this Agreement shall be sent as follows (or to such other address as may be specified by notice in writing): (i) if to us, to info@novateamsolutions.com; (ii) if to you, to the address specified in your application. Notices shall be deemed to have been duly given or made on the business day after the day that they are sent. Should any clause or term in this agreement be deemed void or unenforceable in its current format then the parties to this agreement agree that the clause or term is permitted to be written-down to such extent as permitted by law to achieve the same or similar purpose and in no way would deem the whole agreement as being void or unenforceable.

MISCELLANEOUS

This Agreement constitutes the full and complete understanding between the parties with respect to the subject matter of this Agreement. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, sales representative or employment relationship between us and you. You have no authority to bind or make representation on behalf of us. This Agreement shall be governed by and construed in accordance with Australian laws in the State of Victoria at Melbourne and each of the parties hereby submit to the non­exclusive jurisdiction of the Australian Courts in Melbourne.

You must not assign this Agreement or any right under this Agreement. We may assign this Agreement in the event of a corporate merger or reorganization upon notice to you. We may cause any of our obligations under this Agreement to be fulfilled by any of our related entities or by third parties engaged on our behalf. Neither party is liable for any delay or failure to perform its obligations under this Agreement (except an obligation to pay money) if such delay or failure is due to any cause outside their reasonable control. If delay or failure to perform its obligations pursuant to any of the above factors occurs, the performance of that party's obligations is suspended for the period that such cause persists. Clauses 6, 8, 10, 11 and 12 shall remain in full force and effect following the termination of this Agreement.

Acceptance of the above terms and conditions may be transmitted by either party via electronic mail or by clicking the acceptance tab on the NTS Site. The parties agree that this agreement comes into effect from the date of the electronic acceptance.