Thank you for joining our community of Partners. The following statement outlines the terms & conditions for the mutual services that we provide to you, and you to us under this Agreement.

The following statement outlines the terms & conditions for the mutual services that we provide to you, and you to us under this Agreement. Please read this Agreement carefully before proceeding with any use of our Platform or Services. If you do not accept the Terms and Conditions of this Agreement, please cease using our Platform and Services immediately.

This Agreement is between Integral Development Associates Pty Ltd, ABN 41 008 738 672 ("Integral", the “Company”, "we", or "us"), and “you”, the person or entity “Partner” using our Platform, collectively known as “the Parties”. If you are agreeing to this Agreement not as an individual but on behalf of your company, then “Partner”, or “you” means your company, and you are binding your company to this Agreement.

Our Agreement with you incorporates these related documents: Schedule 1 (the “Partner Form”); our Partner Terms & Conditions (this document), our Terms of Use (for Participants or Users of our Services), our Privacy Policy, and the Definitions & Interpretation (collectively the “Partner Contractor Agreement”).

By signing and returning the “Partner Contractor Agreement” in hard copy, or signing and submitting it electronically, or by checking the “I agree” (or similar button) that is presented to you at the time of completing the Partner Form and creating a Partner Account on Able; you are creating a legally binding agreement with us.

1. Definitions and Interpretation

For purposes of this Agreement, unless the context requires otherwise, the Definitions and Interpretation rules provided by the Definitions & Interpretation page on our website apply. They can be found on our website at: www.integral.org.au/definitions

2. Term and Automatic Renewal

To summarise: this agreement continues indefinitely unless either of us end it.

2.1. This Agreement is formed when you have executed Schedule 1 and will operate from the Effective Date.

2.2. Unless either Party terminates the Agreement, this Agreement will automatically renew at the end of the first Term (the Renewal Date) for an extended period of equal length to the Term, and will renew again at the end of that period on the same basis, and so on.

2.3. You may terminate this Agreement at any time, by notifying us in writing, as outlined in Clause 26 (Notices) that you wish to cancel your Agreement as outlined in Clause 25 (Termination).

2.4. Expiry of this Agreement will not affect any provisions identified as continuing obligations in Clause 25.

3. Basic Agreement

To summarise: we’ll provide you with a software program and support to design, sell and collaborate with other partners to deliver and improve leadership programs to your clients. We’ll also invoice clients, manage all payments and distribute revenue to everyone involved.

Subject to the terms of this Agreement:

3.1. You agree to sell, design and deliver leadership development and coaching Services and Programs to Clients, using our Platform, and where appropriate in collaboration with our Partner Community;

3.2. We agree to provide you the Platform Services outlined in Clause 5 (Platform Services); and to collaborate with and support you to; sell, design, deliver and improve the Services in Clause 6 (Products and Services We Support).

3.3. We will invoice Clients for all Programs provided to the Client and will divide the income received with the you in the manner provided by this Agreement; and will charge a margin on all Program Fees as specified in the Schedule 1 (the “Platform Fee”) for the Platform Services we provide.

3.4. The Parties will regard all Services that are provided to Clients by the Partner as having been first delivered by the Partner to us, and then we deliver them to the Client and Participants; and

3.5. The Parties will perform each of its obligations under this Agreement correctly, conscientiously, professionally, and to the best of its ability; and will make the best endeavours to ensure and protect the success, reputation, profitability and interests of the other Party.

4. Partner Agreement Type and Your Relationship with Integral

To summarise: You are engaged solely as an independent contractor.

4.1. Partner Agreement

Your Partner Agreement Type is specified in the Schedule 1 and you are engaged as an independent contractor agreement where you are responsible for superannuation, income tax (PAYG), and GST (if applicable).[DH4]

4.2. Your Relationship with Integral

Your relationship with us is specified in the Schedule 1 and you agree you are an independent contractor and do not intend to create any other type of relationship, and in particular, do not intend to become legal partners, joint venturers, or employer/employee; and this is so regardless of any co-branding; joint activities, or when you deliver Services to Clients.

4.3. Non-Exclusive and Non-Exclusionary

The Parties acknowledge and agree that:

4.3.1. The relationship is non-exclusive, meaning that either Party may have a similar relationship with a third party, subject to any restraints of trade accepted by that Party under this Agreement; and

4.3.2. The relationship is non-exclusionary, meaning that each Party may engage in other activities, provided that such engagement does not interfere with its capacity to perform its obligations under this Agreement.

4.4. Independent Contractor Relationship

4.4.1. The Partner is engaged as an independent contractor. Nothing in this Agreement constitutes the Partner and any nominated representative, employee, contractor or agent of the Partner to be an employee, agent or partner of Integral.

4.4.2. The Partner agrees and undertakes not to make any claims, proceedings, causes of action, suits, demands or rights at common law, equity and/or statute against Integral on the ground that it is or was an employee of Integral and that Integral may set off in full any amounts paid to the Partner against the amount and/or value of any such claims, proceedings, causes of action, suits, demands or rights.

4.4.3. The Partner accepts a degree of business risk in the provision of the Services and that is responsible for any loss arising in the event it fails to properly provide the Services and/or comply in full with the policies and/or procedures of Integral.

4.4.4. This Agreement may be pleaded as a bar in any action, suit, claim, demand or other proceeding whatsoever, now or at any time instituted or made by the Partner or any person claiming under or through the Partner with respect to any costs, losses, damages or other action whatsoever in any way connected with the assertion that the Partner was an employee of Integral.

4.4.5. As an independent contractor, the Partner has the right to delegate the provision of the Services although Integral reserves to approve the delegated person.

4.5. Services we may provide

As an independent contractor, if we provide you with the services of paying a portion of your Partner Fees into a super fund, under clause 5.5 (Superannuation), and/or providing you with insurance, under clause 5.6 (Insurance), these things are not intended to alter your relationship with us of principal and independent contractor.

5. Platform Services

To summarise: we’ll provide you a software platform, technology and support to design, sell and deliver great leadership development programs, by yourself and in collaboration with others. We’ll also handle all the legal agreements, insurance and finances so you can focus on delivering the best programs for your clients.

Depending on your Partner Agreement Type we will provide you with a range of services (“Platform Services”), these include:

5.1. Our Platform and Your License to Use the Platform

5.1.1. Our own technology Platform (Able) manages the participant experience, program coordination & analytics. Integral may add, change or remove any of these services.

5.1.2. We will provide you with access to our Platform to facilitate your delivery of Client Program/s.

5.1.3. We grant you a limited, personal, non-exclusive and non-transferable license to access and use our Platform, subject to all conditions and limitations stated in this Agreement.

5.2. Community of Practice

We provide a collaborative community of practice for all Partners to learn from each other.

5.2.1. We will provide initial onboarding, setup and training for Partners.

5.2.2. We will provide a range of ongoing learning & development opportunities and resources for our Partners including training workshops, coaching supervision, and coaching.

5.2.3. To deliver some of our specific Products such as Integral 360o feedback profiles we require you to do our own training course/s. We will provide these courses throughout the year.

5.2.4. To deliver some coaching we generally require you to have, or be undergoing, International Coaching Federation accreditation, or an equivalent coaching accreditation.

5.2.5. To deliver training or assessment for RTO Training Packages you need formal qualifications.

5.3. Partner Network and Availability

5.3.1. Partner Network: Some of our Partners are open to collaborating with other Partners to design and deliver Client Programs at the rates outlined in our Pricing Guide and in Schedule 2 (Core Task Rates). If you are open to being included in the Partner Network complete Schedule 2.

5.3.2. Using the Partner Network: When you are the Program Lead Consultant and/or the Program Designer for a specific Client Proposal you may choose how much of the Program and which Program Components you personally want to deliver and can select other Partners from our Partner Network to deliver specific components.

5.3.3. Availability & Suitability of Other Partners: You understand and acknowledge that we make no guarantee of the other Partners availability, capability or suitability for any Program Component, however, we will use our best efforts to confirm availability and suitability.

5.3.4. If we know a Partner is unavailable or consider a specific Partner is not suitable for a Service Component, for whatever reason, we will advise you in a timely manner.

5.4. Other Technology

5.4.1. We provide and use a range of third-party technology services for Partners for the purpose of performing this Agreement, some of which integrate with our Platform. These include:

a. Email service (Microsoft Outlook or similar),

b. Video Call service (Microsoft Teams or similar),

c. Document Management system (Microsoft Sharepoint and OneDrive or similar),

d. Microsoft Office (Microsoft Excel, Word and PowerPoint or similar),

e. Internal Messaging service (Microsoft Teams or similar),

f. Calendar service (Microsoft Calendar or similar),

g. Calendar Integration service (Calendly or similar),

h. Wiki or Knowledge Management system (Notion or similar),

i. RTO Student Management service (Accelerate or similar).

5.4.2. The plan level of each third-party service we provide to you (eg. a Basic or Standard Microsoft 365 license) will depend on the type and quantity of work you do with us.

5.4.3. By accepting this Agreement you acknowledge and agree that you will use these services to deliver Programs and Services through our Platform as required.

5.5. Superannuation

5.5.1. As an independent contractor, you are responsible for your own Superannuation, unless you and we agree otherwise in writing.

5.6. Insurance

5.6.1. We provide some insurance cover to protect Partners, Clients and Participants for Programs and Services booked and delivered through our Platform. Our specific insurance details are outlined in our Partners Guide. We provide the following insurance for Independent Contractors:

a. Workers Compensation Insurance: covers individuals but not companies.

b. Professional Indemnity Insurance: covers individuals but not companies.

5.6.2. You acknowledge and agree you have read the Insurance section of our Partners Guide.

5.6.3. You acknowledge and agree you have your own Public & Products Liability Insurance.

5.7. Program Agreements

5.7.1. We will provide and maintain all legal agreements for Clients, Participants and Partners associated with Program and Service delivery including our Client Terms & Conditions, our Terms of Use, Partner Terms & Conditions, our Definitions and Interpretations and our Privacy Policy.

5.8. Materials

5.8.1. We will provide a range of learning materials, tools and content for use by Partners for Programs and Services delivered through our Platform.

5.8.2. These Materials are available in hard-copy and digital formats.

5.9. Printing Services

5.9.1. We will provide printing services for Partners for Programs and Services delivered via our Platform.

5.9.2. Printing Fees may be charged to the Client for printing services and will be included in the Quote.[DH7]

5.10. Personal Income Tax

5.10.1. As an Independent Contractor you are solely responsible for your own personal income tax as well as any fines and levies that may arise.

5.10.2. We collect tax identification information and report this to tax authorities as legally required.

5.10.3. It is your responsibility to provide accurate tax information to us as required.

5.11. Payments and Transactions

5.11.1. We manage all payments and transactions across our Platform, including between Clients, us and our Partners. We also handle payments issues such as fraud, chargebacks and payments disputes.[DH8]

5.11.2. Client Payment Methods: Client payments can be made through bank transfers or credit card. Client Credit card payments are powered by Stripe and attract a processing fee.

5.11.3. Client Invoicing & Receipts: We manage all invoicing requirements for Clients and Programs delivered through our Platform. Invoicing timeframes and milestones are agreed and formalised in a contract on our Platform before work begins. Clients also receive a confirmation and receipt for transactions and records of transactions as required.

5.11.4. Partner Payment Methods: Partners in Australia are paid by direct bank deposit. Partners outside Australia are paid by Bank transfer or Paypal.

5.12. Recipient Created Tax Invoices for Partners

5.12.1. We will generate Recipient Created Tax Invoices (“RCTI”) on your behalf.

5.12.2. By accepting this agreement you acknowledge and agree that we can generate you a Recipient Created Tax Invoice, as required, and that you will not need to issue a tax invoice.

5.13. GST and Other Taxes

We are responsible for and manage a number of taxes, as an Independent these include:

5.13.1. GST: within Australia we collect GST from our Australian Clients and include GST in our Quotes and invoices. Clients outside Australia do not pay GST.

5.13.2. Payroll Tax: within Australia we are responsible for state-based payroll tax.

5.13.3. GST for Partners: as an Independent Contractor you are responsible for your own GST, and to Partner with us as an Independent Contractor you must be registered for GST and must include GST on your invoices to us. If we generate RCTIs for you we will add GST to the RCTI.

5.13.4. Local Taxes: where applicable, and unless otherwise agreed in writing, we are responsible for any local services taxes to Clients in regions such as the EU & UK (eg. VAT).

5.14. Business Development, Program Coordination and Technical Support

5.14.1. Business Development: our sales and business development team will collaborate with and provides support to you, where possible, to design, cost and win Proposals and grow revenue.

5.14.2. Program Coordinators (“PC”): we will assign a PC to all Client Programs. Our PCs will provide program coordination for Programs to facilitate program delivery and scheduling.

5.14.3. Technical Support: We will provide onboarding, setup and ongoing technology support for Partners as required, including instructional guides and resources for all core technology systems as outlined in our Partners Guide.

5.15. Participant & Client Experience

Our Platform provides a range of services, products, communications and program workflows to assist Partners to deliver Programs and Services to Clients and Participants, including but not limited to:

5.15.1. Pre- and post-program evaluations.

5.15.2. Pre- and post-session evaluations.

5.15.3. A range of individual, team and organisation diagnostic instruments.

5.15.4. Micro-Learning: A set of automated emails with learning material sent to Participants.

5.15.5. Nudges: A set of automated emails with learning reminders sent to Participants.

5.15.6. A set of automated emails to Participants related to a Program, such as a Welcome email.

5.15.7. Partners can provide ad-hoc email communication to Participants from our Platform.

5.15.8. Session scheduling for Partners and Participants. This includes semi- and fully-automated email reminders and calendar integrations that allow automated bookings in Partner calendars.

5.15.9. Regular automated Program and session updates to Clients via email.

5.16. Hot-Desks, Meeting Rooms and Equipment

5.16.1. Hot-Desks; Meeting & Training Rooms: we have several hot-desks, meeting rooms a training room and a board room in our Perth CBD office, which are available for Partners and Clients. You may use them as required but need to book in advance. The training rooms have a small fee.

5.16.2. Equipment: we have a list of equipment you may loan from our Perth office outlined in our Partners Guide. Any Loaned Equipment will remain the property of us at all times. Other than this equipment we will not provide you any equipment required for the performance of this Agreement, such as a computer, phone or car, unless specified elsewhere in this Agreement, or agreed in advance, in writing, by both Parties.

5.16.3. Booking Desks, Rooms & Equipment: We cannot guarantee that desks, rooms or equipment will be available when you may require it. You will need to liaise with the Operations team to check availability and book them in advance when required.[DH11]

5.17. Changing our Services

5.17.1. We reserve the right to discontinue the use of any technology, software or service where that use is not economical or becomes inappropriate for an operational reason, or to change to a different technology, software or service as we consider appropriate in our sole discretion.

5.17.2. Where we change our services to you we will notify you in advance.

6. Products and Services We Support

To summarise: we’re focussed on helping you provide the best leadership development services and programs to your clients, and to help us both do this, we may not support, or may make slight changes to some services you may want to offer clients.

6.1. Supported Services

We provide, manage and support the delivery of specific Services, Programs and Products that you can offer to Clients under this Agreement (“Supported Services”). The primary service and program types we support are outlined in the Supported Services section of our Partners Guide and updated regularly.

6.2. Leadership & Management Training Packages (Qualifications)

6.2.1. We are a Registered Training Organisation with the Australian Skills Quality Authority (“ASQA”) and provide several Training Packages that all Partners, with any Partner Agreement Type, can offer and sell to Clients. This means participants on these programs can gain formal accreditation for either a full or partial qualification. Our training packages are outlined on our Qualifications page on our website, and include the following three qualifications:

a. Advanced Diploma of Leadership & Management (BSB60420)

b. Diploma of Leadership & Management (BSB50420)

c. Certificate IV in Leadership & Management (BSB40520)

6.2.2. To design an accreditation program, provide training on an accredited program or assess units on the above qualifications, Partners must have both the required qualifications and a specific Partner Agreement. This ensures we maintain our compliance and programs & accreditations are recognised by ASQA. Please contact us if you require this.

6.3. Excluded Services

We will not provide support for the delivery of other products and services beyond those outlined above (“Excluded Services”), except where agreed in writing with us prior to the Proposal being offered to a Client. However you may provide Excluded Services to Clients outside the scope of this Agreement and ensuring you do not use our Platform or Intellectual Property for the delivery of those Services.

6.4. Partners Guide

You acknowledge and agree that you have read our Partners Guide and will only offer and provide Supported Services to Clients.

6.5. Program Design and Delivery Restrictions

We may alter the design or delivery of a specific Program in order to ensure quality or where it is not economical or that we cannot deliver what has been promised to a Client. In the event that we wish to alter the design or delivery of a specific Program: a) we will consult with you before implementing such a change; and b) if after consultation with you we still wish to proceed with the change, then you may terminate this Agreement under clause 25.2 (Termination for Convenience) on the basis of that disagreement.

7. Partner Roles and Responsibilities

To summarise: to help you deliver the best client programs we specify (and help you remunerate) five core roles on all projects: account manager, opportunity owner, proposal designer, program manager and the delivery partners (like coaches and facilitators). On some programs you might wear all the hats, and on others just one – we separate them for clarity. If another Partner offers you a role on a project they lead you can always decline the offers.

7.1. Roles and Responsibilities

Depending on the specific Proposal, Program and Services to be delivered to a Client, you may assume one or more of the following Roles and Responsibilities.

7.1.1. Account Manager: is responsible for ensuring the coordination and collaboration of Partners working with a specific Client Account to ensure the best outcomes for that Client. This will generally be a member of our business development team. They liaise with and respond appropriately to all enquiries and issues that may arise from a specific Client and will assist Opportunity Owners and PLC as you require.

7.1.2. Opportunity Owner: is responsible for liaising with and responding appropriately to a specific sales enquiry, opportunity, lead or deal, that may arise from a Client. They are responsible for ensuring the timely completion and provision of a Proposal up until the point it is won or lost.

7.1.3. Proposal Designer: is responsible for designing, drafting and costing a Proposal using our Platform.

7.1.4. Program Lead Consultant (PLC): is responsible for the overall project management, quality and impact of a specific Program. They are liaising with the Client, responding appropriately to Program needs that may arise and to collaborate with the Program Delivery team and other Partners, as appropriate, in a timely manner.

7.1.5. Delivery Partner/s: are responsible for the specific tasks, activities and Service Components to be provided to Clients as part of a Program, including but not limited to: design and development; coaching and executive coaching services; facilitation services; training workshops and services; consulting and strategy services; management services; leadership development services; diagnostic and assessment services; presentation, advice, review or assessment services.

7.2. Collaboration with Others

You agree to collaborate and communicate with Clients, Participants, the Program Lead Consultant; the Program Coordinator; other Partners; the business development team; and other relevant roles, as appropriate and in a timely manner.

7.3. Accepting a Role or Service Component

7.3.1. You acknowledge and agree that we or other Partners may allocate you to a Program, Role or Service Component.

7.3.2. You acknowledge your Role, tasks and Partner Fees in a Program will be specified on the Platform.

7.3.3. You acknowledge and agree that you will communicate with the Program Lead Consultant on any program or projects you accept, as required to ensure the success, highest quality and best outcomes of the Program.

7.3.4. You are free to accept or decline any Programs, provided however, that you may accept only those Projects:

a. for which you have the requisite knowledge/expertise to deliver and complete the Project;

b. that do not present a conflict of interest or breach any express or implied terms of any contract or of any other obligation legally binding upon you; and

c. that relate to matters that you are permitted to discuss under applicable law and any obligations you may owe to another party (including contractual, employment, or otherwise).

7.3.5. You are expected to accept or decline a Project or role within two (2) business days. If you want to decline a Role allocated to you will notify us or the PLC, in writing, as soon as possible.

7.3.6. You acknowledge and agree that if you do not decline a Role or Service Component we and other Partners may proceed on the assumption that you have agreed to take on that specific Role, Service Component or task.

7.3.7. You acknowledge and agree that you will adhere to any schedule or program you establish with the Client regarding the delivery of a Program or Role.

7.3.8. You acknowledge and agree to give your time, ability, attention and best efforts to the Roles and Responsibilities section outlined above, as required, and in a timely manner.

8. Client Requests, Quotes and Proposals

To summarise: we’ll provide you a software platform to help design, price and offer proposals to clients, and our business development team can support you at all stages of closing a deal. But to ensure everything works smoothly all programs need to be signed off on through our Platform.

8.1. Proposal, Pricing and Tender Tools & Materials

Our Platform (Able) integrates with an online proposal service (Qwilr) to create all Client Proposals in a semi-automated way, except in the case of government Tenders or Requests for Quotes that require alternative formats which our business development team design and cost.

Through our technology platform and other knowledge sharing systems connected to our platform we will provide you the following:

8.1.1. A tool in Able to design, cost and create proposals in a semi-automated process.

8.1.2. An automated integration with Qwilr to automatically create online proposals for Clients.

8.1.3. Proposal templates and blocks in Qwilr that cover our services, products and Partner profiles.

8.1.4. Access to our library of proposal templates and content for formal tenders that cover our services, products and Partner profiles for use in other formats that may be required for tenders.

8.2. Business Development Support

Our business development team has years of experience designing, costing and drafting programs of all sizes. You can use them in several [DH13] ways:

8.2.1. Ad-Hoc Support: Our business development team will provide you ad-hoc support to design, cost and draft custom proposals, however we cannot guarantee their availability of level of support they can provide. This level of support is provided at no charge and is included in our Platform Fee.

8.2.2. Dedicated Proposal Design Support: for an opportunity that you require dedicated assistance to design, cost and draft a proposal, for example on a large multi-program proposal or tender, you can allocate a member of our business development team (or another Partner) the Proposal Designer Role. In these circumstances that person, or entity, will take the standard design fee that goes to this role as outlined in Clause 12 (Partner Fees & Payments).

8.3. Designing Proposals

Both Parties acknowledge and agree that:

8.3.1. You may solicit a request by a Client to purchase our Services, Products or Programs (“Orders”);

8.3.2. You will use our Platform to design, draft, cost and publish all Client Proposals; and

8.3.3. You will use our Pricing Guide and rules when creating Proposals and Quotes.

8.4. Client Sign-Off

When Clients sign-off on projects it initiates a range of automated workflows that ensure that programs move seamlessly to a delivery stage, and that scheduling, payments and invoicing workflows happen correctly. To ensure these process are tracked and initiated properly we need all clients to sign-off on Proposals through our online system:

8.4.1. You acknowledge and agree Clients must agree to the Proposal and Program or Client Agreement, including the related Client Terms & Conditions before work begins on a Program.

8.4.2. You acknowledge and agree that you have read and understand the terms of our Program Agreement and will do your best to ensure Clients and Participants abide by the terms.

8.4.3. Variations to Proposals after the Proposal has been signed-off by the Client must be repriced and re-signed by the Client, using our Platform to revise the existing Proposal. And you agree to use your best efforts to do this before you or other Partners deliver the work to the Client.

8.4.4. You acknowledge and agree that if you provide any Programs or Services to a Client without a Program Agreement signed by the Client, we may not be able to charge a Client for the work or pay you your Partner Fees for the work even if delivered by you; and we may terminate your Agreement with us.

9. Client Relationships

To summarise: we encourage healthy collaboration, communication, and competition in our partner community. You can do business development with any client or prospective client but we expect you to collaborate and communicate with us and other partners to ensure we don’t confuse people. There are also a few clients we want to be the primary relationship manager with.

9.1. Collaboration, Communication & Competition

9.1.1. Partners may communicate with, maintain relationships with, offer Services to and sell to all Clients, we and our other Partners, deal with.

9.1.2. Where both you, us and/or other Partners have dormant or existing relationships in a Client account you must use your best efforts to collaborate with us and those other Partners.

9.1.3. We will allow multiple Partners to use our Platform to offer multiple competing Proposals to the same Client, for the same Client opportunity.

9.2. Our Existing Clients

9.2.1. “Our Existing Clients” means Clients that we have:

a. Delivered products or services to, or have any outstanding contract or receivables with, between 1 July 2019 and 1 June 2021; or

b. Clients where our sales team or salaried Partners have secured the first project or contract and are the “Account Manager” or “Opportunity Owner”

9.2.2. We will specify these Clients as “Our Existing Client” on our Platform and in the Partners Guide.

9.2.3. You understand and agree that the Partner Fees you can charge/earn on all programs or projects with Our Existing Clients will be different from our standard Partner Fees and Partner Fee Split Formula, as outlined in clause 12.4 (Partner Fee Split Formula: Our Existing Clients).

10. Your Profile, Team Profile and Co-Branding

To summarise: We will publish your profile and team profile on our platform and we’ll both cooperate to co-brand proposals and materials and ensure they look good.

10.1. Your Profile and Partner Team Profile

10.1.1. We will manage, publish and maintain your Profile and your Partner Team Profile on our Website and Platform.

10.1.2. You acknowledge and agree it is your responsibility to provide us with any updates or changes to your Profile or your Partner Team Profile, and to advise us of any errors in your Profile.

10.1.3. We may promote or use your Profile and your Partner Team profile on automated communication from our Platform with Participants or Clients, such as automated email booking reminders to coaching participants or program status reports emailed to Clients (“Automated Able Communication”).

10.1.4. You acknowledge and agree that we can publish and promote your Profile, and your Team Profile on our Website, Newsletter, Platform and other marketing channels (such as Linkedin or Google ads), unless you notify us that you would like us to stop, all or specific promotional activities.

10.2. Co-Branding

10.2.1. We will co-brand proposals created by you on our Platform. You acknowledge and agree to the use of your logos for this purpose and will cooperate with us to achieve consistent co-branding.

10.2.2. You acknowledge and agree you will co-brand participant and program Materials that you use on a Program or on our Platform.

10.2.3. You acknowledge and agree you will cooperate with us to achieve consistent co-branding and use your best efforts to follow our Brand Guidelines which can be found in our Partners Guide.

10.2.4. Both Parties acknowledge and agree they will not publish, contact or communicate with any media organisations regarding matters directly affecting, or referring to the other Party, without the prior approval from the aforementioned Party.

11. Pricing

To summarise: when you price a program or project for a Client you can price tasks that only you are delivering at any reasonable price, but for tasks done by other people or our products, like 360º feedback profiles or printing you must use our Pricing Guide.

11.1. You acknowledge and agree you will use and comply with our Pricing Guide when offering, quoting or selling our Services and Programs, and you will not offer Clients any discounts on the prices outlined in our Pricing Guide, unless agreed in advance, in writing, with us.

11.2. Pricing Your Delivery Components

11.2.1. You may price Service Components and Quotes solely delivered by you at your discretion.

11.3. Recommended Retail Prices

11.3.1. When designing and costing Program Quotes and Service Components that involve other Partners, especially Partners outside your Partner Team, we recommend you use our Pricing Guide which can be found in our Partners Guide.

11.3.2. We have negotiated agreed task rates for specific activities, such as a coaching session or half-day workshop, with members of our Partner community. In our Pricing Guide we have included Recommended Retail Prices (the final price charged to a Client) and calculated the Partner Fees based on the Partner Fee Split Formula, for various tasks that commonly are included in a Program. To ensure that other Partners you may allocate to a Program will accept your task allocation, and the related Partner Fees they will receive on the Program, we encourage you to use the Recommended Retail Price as a base or minimum price for the Client.

11.4. Fixed Pricing for Products

11.4.1. For some Services and Products, such as surveys, evaluations, 360’s, materials, assessments, printing, reports and program coordination, we have fixed pricing. You agree you will use the Recommended Retail Price outlined in our Pricing Guide when using these items.

11.4.2. You acknowledge and agree you will not offer or sell Services or draft Quotes lower than our Recommended Retail Prices; and you will not offer Clients any discounts on these prices, unless agreed in advance, in writing, with us.

11.5. Pricing Guide, Pricelist and Pricing Changes

11.5.1. We apply fixed, modularised pricing, generally in tiers, across our Services.

11.5.2. We update our Pricing annually and as required, and will advise you when our Pricing changes.

11.5.3. For a list of Recommended Retail Prices, see our Pricing Guide and latest Pricelist.

12. Partner Fees & Payments

To summarise: when you design, sell and deliver a program on our platform you’ll take most of the money and we’ll charge a platform fee – a percentage of total program revenue. When you collaborate with other Partners to design, sell or deliver a program you’ll share the revenue with other partners, depending on your role/s, and we’ll pay you fortnightly as you deliver the work.

12.1. Platform Fee

We will charge a margin on the Total Program Fee as specified in the Schedule 1 (the “Platform Fee”).

12.2. Partner Fee Split Formula

12.2.1. You acknowledge and agree that we will pay Partner Fees based on a Partner Fee Split Formula agreed for each Program on our Platform, and that by accepting a Role or task on our Platform you agree to the Partner Fee Split outlined on that specific Program, and you agree to fulfill the Role you have accepted to the best of your ability.

12.2.2. The Fee Split Formula has the following components as outlined below in clause 12.3 and 12.4. Depending on the Program you may be eligible for all, some or none of the following components.

12.3. Partner Fee Split Formula: Partner Programs

You acknowledge and agree that, unless otherwise indicated on our Platform or agreed in writing otherwise, in the case of Partner owned Programs, the Partner Fee Split Formula is:

12.3.1. Integral Platform Fee: 25% of the Total Program Fee.

12.3.2. Opportunity Owner: 12.5% of the Total Program Fee.

12.3.3. Proposal Designer: 0 to 12.5% of the Total Program Fee

12.3.4. Program Lead Consultant: 0 to 12.5% of the Total Program Fee.

12.3.5. Program Delivery Components: 45 to 50% of the Fees for a service, task or activity.

12.4. Partner Fee Split Formula: Our Existing Clients

You acknowledge and agree that, unless otherwise indicated on our Platform or agreed in writing otherwise, in the case of Our Existing Clients, the Partner Fee Split Formula is:

12.4.1. Integral Platform Fee: 50% of the Total Program Fee.

12.4.2. Opportunity Owner: 0 to 5% of the Total Program Fee.

12.4.3. Proposal Designer: 0 to 5% of the Total Program Fee

12.4.4. Program Lead Consultant: 0 to 5% of the Total Program Fee.

12.4.5. Program Delivery Components: 45 to 50% of the Fees for a service, task or activity.

12.5. Partner Fees Less Superannuation and Tax

You acknowledge and agree that, unless agreed in writing otherwise, we will not pay tax or superannuation on your behalf, and will pay your Partner Fees to you in full.

12.6. No Leave or Other Employment Entitlements

12.6.1. You acknowledge and agree that you are engaged solely as an independent contractor and the Partner Fees include compensation for all entitlements that the Partner is, or may be entitled to, including any employment entitlements that the Partner may claim.

12.7. Partner Fee Payment Process

12.7.1. The Partner Fees, less any other applicable disbursements, will be paid to the you fortnightly in arrears to a financial institution account nominated by you.

12.7.2. Our Platform automatically calculates Partner Fees for you based on Program tasks allocated to you in our Platform. For some activities you may need to confirm work has been delivered or completed in the appropriate fortnightly period.

12.7.3. We have fortnightly cut-off dates on Fridays where we process Partner Fee Payments (“Payout”) for the last two weeks' worth of work (the “Payout Period”).

12.7.4. Changes with Partner Fees and Payouts can be lodged anytime until Friday 5pm Australian Western Standard Time (“AWST” or General Mean Time +8) for the relevant Payout Period.

12.7.5. We will send you a Partner notification via email at the cut-off time and date outlining your Partner Payout for the Payout Period.

12.7.6. You have until the following Monday 5pm AWST to rectify discrepancies or dispute the Payout.

12.7.7. If you dispute the payment we will liaise with you and based on such liaison, we may provide an amended Payout details to you via the Platform by the following Tuesday at 10am AWST.

12.7.8. We will release all Partner Fee Payments by Wednesday 5pm AWST for undisputed Payouts.

12.7.9. Where we identify payment risks, potential delays or late payments of Program Fees by Clients, we may withhold payments of Partner Fees until we receive the payments from Clients.

12.7.10. Both Parties agree that the making or acceptance by a Party of a Fee Payment does not constitute an admission that the Fee Payment is correct, or that the relevant Client Products and/or Client Services were delivered satisfactorily in accordance with this Agreement.

12.8. Late Payment Processing Fee

You acknowledge and agree that when we are required to rectify a Partner Fee or Partner Fee Payment in a pay period outside of the actual period that payment should have taken place, due to an error or omission made by you, we may charge you a Late Payment Processing fee, at our sole discretion, to the value of 5% of the total amount to be rectified or amended, but never greater than $100 per transaction.

12.9. Exclusions from the Partner Fee Split Formula

In some circumstances we may manage and purchase third-party services on behalf of a Client for a specific Program. In these cases we will generally charge the service to the Client at-cost, and in some cases we may charge a nominal handling/administration fee of up to 20%.

You acknowledge and agree that the following expenses; whether or not we charge them to the Client, at all, at-cost, or with an additional handling fee; will be excluded from our Total Program Fee, and not be subject to the Partner Fee Split Formula, including but not limited to:

12.9.1. General Expenses: such as software, entertainment, internet or phone calls.

12.9.2. Catering: such as any participant catering, coffees, lunches or other food and beverages.

12.9.3. Travelling Expenses: such as parking, public transport, petrol, car hire or flights.

12.9.4. Accommodation Expenses: such as hotels or other accommodation.

12.9.5. Room & Venue Hire: such as the hire of training, meeting or other such venues.

12.9.6. Professional Development: such as courses, learning materials or other training expenses.

12.9.7. Printing: such as printing, paper, toners, printing equipment, booklets or binding.

12.9.8. Diagnostics: third party diagnostics, profiles or surveys, such as PRINT, LSI etc.

12.9.9. Third party fees as collected by Integral.

12.11. Partner Fee Split: New client referral

You acknowledge and agree that, unless otherwise indicated on our Platform or agreed in writing otherwise, in the case the partner refers a new client (thus, not ”our existing client”) to Integral, without further significantly contributing to either the sale or delivery of the program, the program will be considered a “new client referral“ and not “Partner Owned Program“. In the case of a new client referral, Integral will pay a referral fee of 2.5% of the Total Program Fee to the partner for the first deal resulting from this referral paid to the partner. Subsequent projects or proposals with this same client will have zero referral fee.

13. Expense Reimbursements, Refunds & Cancellations

To summarise: In general we don’t reimburse you for expenses unless you’ve got a client to agree to them before hand and it’s included on the client proposal. And if a client cancels a project and hasn’t paid for it you won’t be paid either. In other words, this is at your risk.

13.1. Excluded Partner Expenses

We will not pay any business-related expenses incurred by the Partner in performance of this Agreement, unless included within a Client approved Quote, including but not limited to the following expenses (“Excluded Partner Expenses”):

13.1.1. General Expenses: such as software, entertainment, internet or phone calls.

13.1.2. Catering: such as any participant catering, coffees, lunches or other food and beverages.

13.1.3. Travelling Expenses: such as parking, public transport, petrol, car hire or flights.

13.1.4. Accommodation Expenses: such as hotels or other accommodation.

13.1.5. Room & Venue Hire: such as the hire of training, meeting or other such venues.

13.1.6. Professional Development: such as courses, learning materials or other training expenses.

13.1.7. Printing: such as printing, paper, toners, printing equipment, booklets or binding.

13.2. Agreed Partner Expenses

13.2.1. Occasionally we may agree to reimburse you for an expense, an “Agreed Partner Expense”.

13.2.2. An Agreed Partner Expense must be agreed in advance by both Parties through a Notice.

13.2.3. For any Agreed Partner Expense the Partner must keep a record of all the expense and provide such records, on request, to Integral.

13.3. Cancellation and Rescheduling Fees

If a program or a program component is postponed, rescheduled, cancelled or lapses and is not delivered, in full or part, to the Client we may charge a “Cancellation Fee” or a “Rescheduling Fee” (as defined in clauses “5.4 Cancellation Fees” and “5.5 Rescheduling Fees” of our Client Terms & Conditions). Depending on who the opportunity owner is we will payout Partner Fees associated with these charges in the following way:

13.3.1. Programs Originated by Partner: you acknowledge and agree that if a Program or project is sold by you or another Partner, (meaning a Partner is the “Opportunity Owner” and it is not one of “Our Existing Clients”) will we payout both Cancellation or Rescheduling fees across all roles types specified in Able for the program as per the Partner Fee Split Formula, on a pro-rata basis to the Cancellation or Rescheduling Fee charged, at the project close.

13.3.2. Programs Originated by Integral: you acknowledge and agree that if a Program or project is sold by us, (meaning it is one of Our Existing Clients) the following applies:

a. Cancellation Fees: Will not payout Cancellation Fees to any role, except for those program components that have already been delivered, which will be paid as per the Partner Fee Split Formula, on a pro-rata basis to the Cancellation Fee charged to the Client.

b. Rescheduling Fees: We will payout rescheduling fees, as per the Partner Fee Split Formula, for specific components that are rescheduled or postponed, on a pro-rata basis to the Rescheduling Fee charged to the Client.

14. Partner Code of Conduct

To summarise: you agree to do your best when dealing with clients and you agree to follow any reasonable guidelines we may issue about how we all collaborate together.

You acknowledge and agree that:

14.1. You will uphold and promote our vision, values and behaviours.

14.2. You will act in good faith in a professional manner to promote this Agreement.

14.3. You will use your best efforts to deal courteously and promptly with all Clients and Participants.

14.4. You will be open to giving and receiving feedback on your and others performance and behaviour.

14.5. You will use your best efforts to ensure the success, highest quality and best outcomes of all Programs.

14.6. You will observe and comply with any written policy, practice or procedure issued by us from time to time.

14.7. You will report to us any complaints received from Clients in respect of the Services.

14.8. You will ensure all records in Able are accurate, in a timely manner, to the best of your ability.

14.9. You will not engage in any activity that detracts from your capacity to perform this Agreement.

15. Training and Professional Development

To summarise: we’ll host regular community of practice sessions that you can attend if you like. You can also call on our head of leadership development for support or coaching. We also have a few mandatory training sessions you’ll need to complete within the first 6 months of joining; and if you want to deliver formal qualifications you’ll need the appropriate ASQA qualification.

15.1. Optional Training

We will provide a regular range of optional professional development and training sessions for Partners to participate; and will share a range of educational & training tools, resources and research with you.

15.2. Required Qualifications

15.2.1. You are responsible for maintaining any qualifications required for you to deliver RTO Qualifications and Training Package up to the required standards outlined by ASQA.

15.2.2. You are required to and responsible for notifying us should your qualification lapse.

15.2.3. When you agree to and deliver any training or assessment for an RTO Qualifications and Training Package you warrant that you are compliant with any applicable Australian Standards and/or regulations, including but not limited to, those outlined by ASQA.

15.3. Mandatory Training

15.3.1. Technical Setup and Training: we will run regular 2-3 hour online workshops on our processes and technical to designing and delivering Programs. You agree that you will attend one (1) of these training sessions within one (1) month of the effective date.

15.3.2. Program and Service Training: we will run regular 2-3 hour online workshops on our products, services and approach to designing and delivering Programs. You agree that you will attend one (1) of these training sessions within six (6) months of the effective date.

15.4. Performance, Quality & Coaching

If we reasonably determine, having regard to program and session evaluations or other Client and Participant feedback that we receive, that you are not achieving a reasonable standard of quality, then:

15.5.1. We may provide coaching to you regarding your performance, and you must cooperate with us and implement any reasonable recommendations given by us; and

15.5.2. If your performance fails to improve after coaching provided under the preceding paragraph, or you fail to cooperate with us, or refuse or omit to implement our reasonable suggestions, then we will be entitled to terminate this Agreement under clause 25.1 (Immediate Termination).

16. Restrictions and Operational Limitations

To summarise: there are a few things we agree not to do, such as incur any debts against or speak badly about each other, pay bribes, or get someone else to do the things we each promise to do here. We can also alter your program if we think we can’t deliver what you’ve promised to the Client.

16.1. General Restrictions

16.1.1. Neither Party will publicly disparage the other Party.

16.1.2. Neither Party may incur any debt, liability or obligation on the other Party’s behalf.

16.1.3. You will not use the Platform for any purpose other than performing this Agreement.

16.1.4. You will not solicit or accept any secret commission, pay any bribe, demand or accept any kick-backs; from any Client, third parties or Partners; in relation to this Agreement.

16.2. Warranties

16.2.1. Unless required to do so by any law applicable, you must not give any express warranties to a Client or Participant on our behalf, unless agreed in writing by us prior to giving the warranty.

16.2.2. If we approve and provide a warranty, that warranty must be relayed without modification.

16.3. Assignment of the Agreement

Neither Party may assign this Agreement to a third party without the prior, written consent of the other Party, except that Integral may assign this Agreement to a purchaser of the Business or to any entity with which it merges.

17. Intellectual Property

To summarise: you and Integral, will share intellectual property with each other to promote, design, and deliver Programs together and with other Partners. You keep complete ownership of all intellectual property you create, but can share material with our partner commons or adapt material from the commons while you’re a member. You and Integral, will protect other people’s intellectual property.

17.1. Co-Creating Intellectual Property

17.1.1. In some circumstances you and other people (such as several Partners, a Client and you) may collaborate to develop intellectual property together. In those circumstances we will own and will retain ownership of the intellectual property, and grant you a limited, personal, non-exclusive and non-transferable licence to use that intellectual property, for the Term of this Agreement.

17.1.2. Where Client privacy and confidentiality is not breached we will add co-created material to the Partner Commons outlined in Clause 17.5 (Partner Commons).

17.2. Our Intellectual Property Rights.

To summarise: You can use our copyrights, trademarks and materials to promote your profile and on Programs delivered through our Platform, but can’t use them for anything else without our permission.

17.2.1. We grant you a limited, personal, non-exclusive and non-transferable licence to use our logo, Materials and other copyrights or trademarks to promote your profile and on Programs delivered through our Platform, for the Term of this Agreement, subject to all conditions and limitations stated in this Agreement. You can learn more about the correct use of our Intellectual Property in our Materials Guide and Brand Guidelines in our Partners Guide.

You acknowledge and agree:

17.2.2. We will own and will retain ownership of all the Intellectual Property we created prior to this Agreement, or which comes into existence, during the Term of this Agreement. Some examples of our intellectual property are the text on the website, our logo, our codebase, Proposal content, templates and our Materials.

17.2.3. You will not, directly or indirectly; use, reproduce, alter, modify, edit, enhance, distribute, perform, publicly display or create derivative works of, or in any way exploit our Intellectual Property; unless expressly permitted in this Agreement, or we give you permission in writing.

17.2.4. You will not, directly or indirectly; remove any proprietary notices or labels from our Platform or Materials; purport to distribute, pledge, assign, or otherwise transfer or encumber rights to Integral or our Intellectual Property; reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of our Platform.

17.3. Intellectual Property Developed for Us

In some circumstances we may request you to develop intellectual property (eg. developing new online content on a specific topic) specifically for us, outside the context of a specific Program or Client Project. Unless otherwise agreed in writing, we will own that intellectual property.

17.4. Your Intellectual Property Rights

To summarise: You keep complete ownership of all intellectual property you create, before and during the term of this agreement, except as expressly provided by this Agreement, but you give us permission to use that intellectual property on our Platform, and you’ll make sure you have permission to use other people’s intellectual property before you use it on our Platform or in a Program.

17.4.1. You will own and will retain ownership of all the Intellectual Property you created prior to this Agreement, or create or use on our Platform or a Program, during the Term of this Agreement, subject to all conditions and limitations stated in this Agreement.

17.4.2. By publishing your Intellectual Property on our Platform you grant us a fee-free, royalty-free, perpetual, irrevocable, non-exclusive, sublicensable, worldwide license to use, reproduce, distribute, perform, publicly display or prepare derivative works of your Intellectual Property. The purpose of this licence is strictly limited to allow us to provide you our Platform Services, promote your Profile and facilitating your use of the Platform, subject to all conditions and limitations stated in this Agreement.

17.4.3. We will never try to steal your intellectual property, use it in an exploitative way, or use it to facilitate any sales activity outside this agreement without your written consent. We will use our best efforts to keep any intellectual property you share with us secure.

17.5. Partner Commons

Additional to the material we make available to all Partners, you may also share your material with other Partners through the Partner Commons and subject to the terms of the Partner Commons licence. Material you add to the Partner Commons is available to all Partners, while they are members of the Partner Community, to freely share (copy and redistribute the material in any medium or format) and adapt (remix, transform, and build upon the material for any purpose, even commercially), under a few simple terms:

17.5.1. Attribution: if you adapt material you must give appropriate credit, provide a link to the license, and indicate if changes were made. You may do so in any reasonable manner, but not in any way that suggests the creator endorses you or your use.

17.5.2. ShareAlike: if you remix, transform, or build upon the material, you must distribute your contributions under the same license as the original.

17.5.3. Member Restriction: your license to share, adapt and use commons material ends if your membership of our Partner Community ends.

While we encourage you to add material to the commons, the license you give the commons is irrevocable. You should read and understand the terms and conditions of the Partner Commons licence before you share material with the commons.

17.6. Other People’s Intellectual Property Rights

17.6.1. The Parties acknowledge and agree to not knowingly or negligently infringe other people’s Intellectual Property Rights; and will not publish on our Platform, or use on a Program, any copyright material without the written consent of the copyright owner.

17.6.2. In circumstances where it would infringe a third parties Intellectual Property Rights you are not required to co-brand third party materials on a program delivered through our Platform. For example where you use a third party diagnostic such as a MBTI, Lumina Spark or Human Synergistics Inventory.

17.6.3. If we are concerned that you may be infringing our or another’s Intellectual Property Rights, we may remove the material, or notify you to desist from the potentially infringing activity, and you must suspend that activity immediately. If you fail to cease the activity we may suspend your access to our Platform or terminate our agreement with you.

18. Platform Data

To summarise: our platform generates a range of data that we own the intellectual property for, such as outcome scores, NPS, quality and 360º feedback data.

18.1. Analytics Data

You acknowledge and agree that we will own and will retain ownership of all data, meta data, intellectual property or other information collected through our program or session evaluations; our feedback profiles; individual, team or organisation surveys; or other diagnostic tools on our Platform, unless agreed in writing by us.

18.2. Aggregated Anonymous Data

You acknowledge and agree that we may obtain and aggregate data about you Published to our Platform (including data from Clients, Participants, Services and Programs you may design and deliver; and your use of the Platform Services), that is non-personally identifiable ("Aggregated Anonymous Data"), and we may use the Aggregated Anonymous Data to analyse, improve, support and operate the Platform and Services; and otherwise for any business purpose during and after the term of this Agreement, including without limitation to generate industry benchmark or best practice guidance, recommendations or similar reports for distribution. For clarity, this does not give us the right to identify any person as the source of Aggregated Anonymous Data.

19. Privacy and Confidentiality

To summarise: we’ll both look after the privacy and confidentiality of the information we share with each other, and that our clients and participants share with us.

19.1. Privacy

19.1.1. You acknowledge and agree to keep all personal information that you acquire when performing this Agreement confidential, in compliance with the Privacy Act 1988 (Cth) of Australia and in compliance with our Privacy Policy.

19.1.2. You acknowledge and agree to comply with the General Data Protection Regulation of the European Union if the personal information concerns a person who is located in the European Union.

19.1.3. Both Parties acknowledge and agree to maintain the privacy and confidentiality of personal information, personal opinions, and other information disclosed by either Party to each other, and will treat as confidential all information shared by Clients, Participants and other Partners; in compliance with our Privacy Policy. This obligation will not apply where either Party believes a Participant may be a danger to themselves or others.

19.2. Confidential Information

19.2.1. The parties acknowledge that they may acquire Confidential Information of the other party.

19.2.2. Each party undertakes to the other that: it will treat all Confidential Information of the other party as confidential; subject to this clause, it will not use or disclose the Confidential Information of the other party to any person without the prior written consent of the other party (such consent not to be unreasonably withheld); and it will use the Confidential Information of the other party only for the purpose for which it has been disclosed.

19.2.3. Both Parties acknowledge and agree that, during the Term, except with the other Parties prior consent in writing, they must not use any Confidential Information received from the other Party, to facilitate any sales activity outside this agreement.

19.2.4. Both Parties acknowledge it is not a breach of this clause for either party to disclose the Confidential Information if that disclosure is: required by law; is used for the proper performance of the Services; is necessary to enforce or to give effect to the provisions and obligations under this Agreement; is to the party’s professional advisers, bankers, financial advisers and financiers on receipt of a written undertaking from that person to keep the terms confidential; or is to a party’s subsidiaries, parent, insurers, directors, councillors, officers, employees, agents, assigns and beneficiaries or any of them; but only to the extent necessary for that purpose.

19.2.5. Each party must ensure that any persons to whom Confidential Information is disclosed are aware of and comply with the obligations imposed by this clause.

19.2.6. The parties acknowledge that in the event of a breach of this clause, damages may be an insufficient remedy and in addition to any other remedy which may be available in law or equity, the parties are entitled to injunctive relief to prevent a breach of this clause.

20. Conflicts of Interest

To summarise: we’ll let each other know about any potential conflicts that arise and we won’t pay bribes to anyone (except flowers, wine and chocolates, but not too many chocolates).

20.1. During the Term both Parties acknowledge and agree they have a continuing obligation to disclose fully all actual and potential Conflicts of Interest (meaning a situation whereby a Parties interest conflicts with the proper performance of the respective Parties obligations under this Agreement), and undertake to:

20.1.1. Take all reasonable steps to avoid and minimise any conflict of interest; and

20.1.2. Notify the other Party promptly of any actual or potential conflict of interest.

20.2. You acknowledge and agree that you will not give or receive any monetary payment, gift, benefit, personal favour or gratuity, to or from Clients, in connection with this Agreement, save and except in any case involving items of nominal value.

21. Non-Competition

21.1. The Parties agree that, during the Term and for 12 months following the expiry or termination of this Agreement, they must not solicit or entice any of the other Parties employees, or Partners, to leave that Parties employment or end any mutual agreements, without the other Parties consent.

21.2. The Parties agree that the limitations imposed are reasonable, are not intended to restrict consumer choice, and are no more than is required to protect each Party; and will apply even if the Business is assigned by Integral to a third party.

21.3. You acknowledge and agree you will promptly notify us of any solicitation to you by another Partner that may breach the obligations or restraints outlined in this section.

22. Mutual Indemnities

22.1. Each Party indemnifies and will continue to indemnify the other Party for any losses, damages, liabilities, including legal fees, or claims resulting from any breach by the first-mentioned Party of any of its obligations under this Agreement, except to the extent caused or contributed to by the other Party’s negligence.

23. Partner Warranties & Indemnities

23.1. Partner Warranties

23.1.1. You warrant that you have fully disclosed to us the extent of any obligations you owe to former employers or other organisations (including restraints) which may relate to your obligations under this Agreement.

23.1.2. You agree that you will (if requested to do so by us at any time) return to us any Equipment supplied and/or provided to you by us and any other property.

23.1.3. You warrant that you are lawfully entitled to reside and work in Australia in compliance with any applicable law, statute or regulation, that prescribes the you a right to work in Australia.

23.1.4. You warrant that you will immediately inform us in the event that you are no longer entitled or loses the legal right to reside and work in Australia and will inform us at all material times of any fact, circumstance or event relevant to your lawful residency in Australia.

23.1.5. You acknowledge and agree that we are entitled to provide and release (upon lawful request), information regarding you to Australian government agencies including but not limited to the Australian Taxation Office.[DH18]

23.2. Partner Indemnity

23.2.1. The Partner indemnifies Integral against all liability for:

a. loss, damage or injury to persons or property caused or contributed by the Partner, or the Partner’s employees, contractors or agents; and/or

b. losses, costs, penalties, fines and/or expenses which must be paid, suffered or are incurred by Integral in respect of any claim against Integral arising from the provision of the Services by the Partner; and/or

c. any claims for employment entitlements including leave, any allowances, loadings, penalties and fines; and/or

d. any payments that are required to be made by Integral as a result of any order or direction of a regulatory authority or of any Court, Commission or Tribunal.

23.2.2. If required, any amount to which Integral is entitled to under this clause may be deducted from the Fee, including (but not limited to) money due or becoming due to the Partner from Integral.

23.2.3. The indemnity contained in this Agreement is in addition to and not exclusive of any other right, power or remedy provided by law to Integral.

23.2.4. Each indemnity by the Partner in this Agreement is a continuing obligation, separate and independent from the Partner’s other obligations and survives expiry or termination of this Agreement. It is not necessary for Integral to incur expense or make payment before enforcing a right of indemnity conferred by this Agreement.

24. Limit of Liability

To summarise: If you lose money as a result of using our platform and platform services, any payment to you is limited to the amount of money we have earned through your agreement with us.

24.1. To the extent permitted by law, we are not liable to you for any incidental, consequential or punitive damages arising out of these terms, or your use of our Platform and Platform Services. To the extent permitted by law, our liability for damages is limited to the amount of money we have earned through your use of our Platform and this Agreement. We are specifically not liable for loss associated with unfulfilled Programs or Client Agreement, and from losses caused by conflicting contractual agreements.

25. Termination

To summarise: there are a few things that will lead to immediate termination of the agreement, otherwise we’ll give each other one months’ notice if we want to end the agreement. However, after we end the agreement we’ll still need to honour some things such as intellectual property, privacy and payment obligations.

25.1. Immediate Termination

Either Party may terminate your Account and this Agreement immediately, without need for any further action or without any notice by the other Party to the other Party, if the other Party breaches any of the following provisions, which are essential terms of this Agreement, namely:

25.1.1. Clauses: 11 (Pricing); 14 (Partner Code of Conduct); 15.3 (Mandatory Training), 15.4 (Performance, Quality & Coaching); and 16 (Restrictions and Operational Limitations).

25.1.2. Unauthorised Assignment: the unauthorised assignment of this Agreement by a Party contrary to clause 16.3 (Assignment of the Agreement) will cause this Agreement to terminate immediately effective from the date of the purported assignment.

25.1.3. Insolvency Event: If either Party experiences an Insolvency Event, then, subject to any applicable laws, the other Party may immediately terminate this Agreement.

25.2. Termination for Convenience

Either Party may terminate this Agreement and your Account for convenience, at any time for any reason, on one (1) months notice to the other Party.

25.3. Actions Upon Termination

Upon termination for whatever reason by either Party, or the expiry of this Agreement, the Parties must do the following:

25.3.1. fulfill any outstanding or active Programs, Projects or Client obligations,

25.3.2. return to the other Party all of the Confidential Information and Intellectual Property,

25.3.3. the Partner must close any third-party software accounts provided by Integral, and

25.3.4. the Partner must immediately cease using the Platform.

25.4. Continuing Obligations.

25.4.1. The following provisions of this Agreement will continue to operate following the termination or expiry of this Agreement, namely Sections: all payment obligations including 12 (Partner Fees & Payments); 24 (Limit of Liability); 28 (Disputes); all secrecy, privacy and confidentiality obligations including clause 19 (Privacy and Confidentiality); all obligations relating to Intellectual Property including clause 17 (Intellectual Property); all warranties and indemnities (clauses 22 and 23); all releases; and any other terms which by their nature should continue to apply, will survive any termination or expiration of this Agreement.

25.4.2. Termination of this Agreement does not affect Program Agreements with Clients.

25.4.3. If Your account or this Agreement are terminated for any reason then You may not without Integral’s consent (in its absolute discretion) create any further accounts with Integral and we may terminate any other accounts You operate.

26. Notices

To summarise: so it’s easier to track things, for formal notices we’ll send emails or write to each other.

26.1. Any notice must be given under this Agreement by one Party to the other Party by: (a) registered pre-post; or (b) email; either to Integral’s contact address as displayed on the Integral Platform, or to Partner’s contact address as provided at registration as set out in the Schedule 1.

26.2. A notice given under clause 26 (Notices) is deemed to have been given at the following times:

26.2.1. in the case of pre-paid post, five days after the time of posting, or, if the sender and recipient are in different countries, 10 days; and

26.2.2. in the case of email, 24 hours after the email is sent, unless the sender is notified that the email address is invalid or the email is undeliverable.

27. Force Majeure

To summarise: if something completely outside either you or our control happens and we can’t deliver something we promised to each other, then we can postpone those activities, switch the mode of delivery, and won’t hold each other liable.

27.1. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) if the delay or failure is due to unforeseen events that occur after the making of this Agreement and that are a Force Majeure event.

27.2. Where a Force Majeure situation persists: (a) we may postpone the delivery of our Services to you for a reasonable period of time; and (b) if the delay in Service delivery extends beyond 6 months, either party may cancel the Agreement without penalty. For the avoidance of doubt, this subclause does not apply to rescheduling or cancellations at the option of the Client under clause 5 of our Client Terms & Conditions.

27.3. In the event that we are unable to deliver our face-to-face Services (such as group training) due to a Force Majeure event that prohibits or limits close physical proximity, such as a pandemic or other public health situation, we may alternatively deliver the Services online.

28. Disputes

To summarise: if we have a problem we will talk to each other first and if that doesn’t work we’ll get an independent mediator to help us resolve the issue. Only as a last resort will we go to court.

28.1. In the event that any dispute arises between the Parties regarding this Agreement, the Parties agree that neither Party will commence legal proceedings, except for applications for urgent injunctions, unless it has first applied, and met all the requirements of, the following dispute resolution procedure:

28.1.1. The Party raising the dispute must notify the other Party in writing of the nature of the dispute.

28.1.2. Within 7 days of service of the notice referred to at clause 28.1.1 above, the Parties must meet and negotiate in good faith to resolve the dispute.

28.1.3. If negotiation under clause 28.1.2 above fails to resolve the dispute within 21 days, either Party may refer the dispute to a mutually acceptable, independent mediator operating under a recognised code of mediation practice. If the Parties are unable to agree upon a choice of mediator, or if the Parties agree to do so, either Party will refer the dispute to the Resolution Institute for adjudication by a mediator appointed by that Institute. Each Party must participate in a mediation held under this clause 28.1.3 in good faith, with a view to resolving the dispute.

28.1.4. Each Party will be responsible for its own costs of implementing the procedures required by this clause 28 (Disputes), and for one half of the mediator's fees for a mediation held under clause 28.1.3 above.

28.2. Neither Party may resort to litigation to resolve a dispute under this Agreement, except for urgent injunctions, unless both Parties first make a bona fide attempt to resolve the dispute by negotiation, and, if negotiation does not resolve the dispute within 30 days, by mediation before a mutually acceptable mediator, or one appointed by the President of the Law Society of Western Australia. Both Parties agree to continue to perform this Agreement pending the resolution of any dispute.

29. General

29.1. Governing law and jurisdiction.

The Parties agree that this Agreement will be governed by the law in force in the State of Western Australia, and the Parties submit to the non-exclusive jurisdiction of the Courts of that State in relation to all matters arising under this Agreement.

29.2. Work Health and Safety Law

In providing the Services, the Partner agrees to:

29.2.1. apply all relevant workplace health and safety standards, rules, procedures and policies of Integral and take all reasonable steps to ensure that the Partner’s employees, contractors and agents are aware of and comply with the same;

29.2.2. take all reasonable steps to ensure the health and safety of the Partner’s employees, contractors and agents in accordance with its obligations under work health and safety legislation and regulations;

29.2.3. notify Integral immediately of any information or circumstances that may impact upon the ability of The Partner to perform the Services in a safe manner; and

29.2.4. consult and cooperate with Integral to ensure, as far as is reasonably practicable, the provision and maintenance of a safe workplace.

29.3. Variations

Any variation of this Agreement must be in writing and be executed by each Party.

29.4. Special Conditions

Any Special Conditions set out in Schedule 1 are incorporated into this Agreement.

29.5. Entire Agreement.

This Agreement constitutes the entire agreement between the Parties regarding the subject matters dealt with here, and excludes or supersedes all other or prior negotiations, representations and understandings between them.

29.6. Severability.

In the event that any provision of this Agreement is found to be void or illegal, that provision will be deemed to be severed from the Agreement, with the rest of the Agreement remaining in force to the fullest extent possible.

29.7. Legal Capacity.

Each Party warrants to the other that it has full legal authority and capacity to enter into this Agreement.

29.8. Compliance with Law.

Each Party must comply fully with all laws that apply to it in the performance of this Agreement.

29.9. Good Faith.

Each Party will exercise its rights under this Agreement in good faith, honestly and fairly.

29.10. Further Assurances.

Each Party will do all such things, including executing further documents, as are necessary to give full effect to the intention of this Agreement.

29.11. Respective Rights.

The respective rights of each party in respect of this document are cumulative and in addition to any other rights of the party provided by law independently of this document.

29.12. Exercise of Rights

A single or partial exercise or waiver by a party of any right relating to this document will not prevent any other exercise of that right or the exercise of any other right.

29.13. Other Remedies.

The remedies provided to the Parties by this Agreement are cumulative to all other rights and remedies provided by law, provided that, where this Agreement specifies that a particular procedure must be followed before any right or remedy can be exercised by a Party, then each relevant Party must comply with that procedure.

29.14. Delays and Waivers.

If a Party fails or delays to exercise a right or remedy on any particular occasion, that failure or delay does not imply that the right or remedy cannot be exercised on any other occasion, or cannot be exercised at a later time where the law so permits. A waiver must be in writing to be effective.

29.15. No Merger.

This Agreement does not merge with any other agreement made between the Parties, including any separate non-disclosure agreement.

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