Terms & Conditions

One Time Referral Agreement

Keystone Referral Program

By submitting a referral to the Company, the party submitting and named in the referral (the “Affiliate”) and Keystone Negotiation Pty Ltd (the “Company”) also individually referred to as “Party”, and collectively “the Parties” agree to the terms of this One Time Referral Agreement (the “Agreement”) with the “Effective Date” as of the date the refer link is clicked/submitted by the Affiliate.

1. Purpose. The Company is in the business of Microsoft software license advisory services. The Company wishes to gain additional clients and the Affiliate is in a position to refer the named potential client to the Company.
2. Referral Arrangement. Upon the Effective Date of this Agreement, the Affiliate is referring a named potential client to the Company. The Company shall have the right in their sole discretion to accept or reject this referral. Upon acceptance of the referral by the Company, within thirty (30) calendar days, the Affiliate will make a personal email or other such warm introduction to the specific individual at the prospective client named in the referral.
3. Compensation. The Company will pay the Affiliate a fee for referrals provided in accordance with this Agreement that generate signed contracts for the Company within twelve (12) calendar months of the date the referral was accepted by the Company. The Company shall pay the Affiliate ten percent (10%) of the signed deal price for such business resulting from the accepted referral. If for any reason other than a termination of the resulting contract for default the referred client does not make full payment, the Affiliate will receive 10% of payments actually made. The Company shall advise the Affiliate when payments have been received from business resulting from an accepted referral and the related payment values. Affiliate will then issue Company with an invoice for 10% of the payments received. The Company shall pay the Affiliate within thirty (30) calendar days following Company receipt of an acceptable invoice.
4. Term. This Agreement only relates to the specific referral being made through the www.keystonenegotiation.com web site. The provisions herein remain in effect until one (1) calendar year after the date of such referral.
5. Confidentiality. In order to approve/reject the referral, or to conduct sales activities related to the referral, it may be necessary for the Company to share proprietary information, including trade secrets, industry knowledge, and other confidential information, to the Affiliate in order for the Affiliate to seek out potential referrals. The Affiliate will not share any of this proprietary information at any time. The Affiliate also will not use any of this proprietary information for the Affiliate’s personal benefit at any time. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either Party.
6. Termination. This Agreement may be terminated at any time by either Party upon written notice to the other Party. Upon termination, the Company shall pay the Affiliate all compensation due and owing for referrals made prior to the date of termination, but not yet paid in accordance with Section 3 above.
7. Representations and Warranties. Both Parties represent that they are fully authorized to enter into this Agreement. The performance and obligations of either Party will not violate or infringe upon the rights of any third party or violate any other agreement between the Parties, individually, and any other person, organization, or business or any law or governmental regulation.
8. Indemnity. The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the negligence of or breach of this Agreement by the indemnifying Party, or its respective successors and assigns that occurs in connection with this Agreement. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either Party.
9. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, WHICH ARE NOT RELATED TO OR THE DIRECT RESULT OF A PARTY’S NEGLIGENCE OR BREACH.
10. Disclaimer of Warranties. The Affiliate shall refer potential clients/customers as requested by the Company. THE AFFILIATE DOES NOT REPRESENT OR WARRANT THAT SUCH REFERRALS WILL CREATE ANY ADDITIONAL PROFITS, SALES, EXPOSURE, BRAND RECOGNITION, OR THE LIKE. THE AFFILIATE HAS NO RESPONSIBILITY TO THE COMPANY IF THE REFERRALS DO NOT LEAD TO THE COMPANY’S SALE OF SERVICE(S).
11. Relationship. The Parties agree that neither is to be construed or referred to as agents or employees of the other. Each Party shall be responsible for paying any federal, state, or local payroll, social security, disability, workers’ compensation, self-employment insurance, income and other taxes or assessments with respect to their participation in this Agreement. Neither Party shall be eligible to participate in the others workers’ compensation, unemployment, disability, medical, dental, life or any other insurance programs, or any other benefit or program that is sponsored, financed or provided by the party for its employees. This Agreement does not create any sort of partnership, joint venture, or other business relationship beyond the specific referral actions, approved in advance by the Company, and conducted in accordance with this Agreement by the Affiliate. Under no circumstances shall either party represent themselves as authorized to represent the other without specific written authorization from the party to be represented.
12. Severability. In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.
13. Waiver. The failure by either Party to exercise any right, power, or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or future exercise of that right, power, or privilege or the exercise of any other right, power, or privilege.
14. Legal Fees. In the event of a dispute resulting in legal action, the successful Party will be entitled to its legal fees, including, but not limited to its reasonable attorneys’ fees.
15. Legal and Binding Agreement. This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding. The Parties each represent that they have the authority to enter into this Agreement.
16. Governing Law and Jurisdiction. This Agreement is governed by the laws of and applicable in force in New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in New South Wales, and any court that may hear appeals from any of those courts, for any proceedings in connection with this Agreement, and waives any right it might have to claim that those courts are an inconvenient forum. 
17. Entire Agreement. The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event that the Parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both Parties.