Coviu Referral Program Term and Conditions

1. Becoming a Referrer

(a) You (the Referrer) accept these Referrer Terms and Conditions (Terms) when you submit the online referral partner application form on our website at https://www.coviu.com/en-au/join-our-referral-program.

(b) In these Terms, when we say Coviu, we, us or our, we mean Coviu Global Pty Ltd (ACN 608 925 060).

(c) Our agreement with you will commence when you submit the online referral partner application and continue until terminated by either party in accordance with these Terms.

2. Referrer Responsibilities

(a) You must:
(i) only make referrals to Coviu in accordance with the Referral Instructions we provide to you in writing from time to time; and
(ii) comply with all Privacy Laws and all relevant laws and regulations.

(b) You must not:
(i) unless otherwise agreed by us in advance, make referrals by any way other than in accordance with the Referral Instructions;
(ii) make any representations or warranties on behalf of Coviu or in any way bind or attempt to bind Coviu contractually or otherwise to any third party, including any Referral; and
(iii) make any statement or representation or do anything that may be harmful to the reputation or interests of Coviu.

3. Fees

(a) For each Engaged Referral, Coviu will pay you the Fees in accordance with the fees set out on our website at https://www.coviu.com/en-au/join-our-referral-program.

(b) If a Referral becomes an Engaged Referral then Coviu will notify you in writing (email being sufficient) of the type of Engaged Referral and the Fees that you will receive for the Engaged Referral.

(c) Coviu will pay the Fees into your nominated bank account within 10 business days of providing the notice under clause 3(b).

(d) You acknowledge and agree that:
(i) Coviu is responsible for setting the Fees;
(ii) Coviu is responsible charging the Engaged Referral for the Coviu Services and recovering such fees and charges from the Engaged Referral directly; and
(iii) the Fees payable to you are subject to and dependant on Coviu recovering any payment owed to it by the Engaged Referral.

4. Confidential Information

If either party receives or becomes aware of any Confidential Information, it must not use or disclose that Confidential Information except to the extent required to fulfill its obligations and exercise its rights under these Terms or comply with the requirements of the law.

5. Warranties

Each party warrants that:

(a) all information provided to the other party under in connection with these Terms is true, accurate and complete;

(b) it will comply with all laws, including taking reasonably necessary steps and precautions, and implementing safeguards, to ensure compliance with all relevant laws, and to protect against data and cyber security breaches; and

(c) it will at all times fully cooperate with the other party, act in good faith, and give the other party such assistance as is reasonably required.

6. Termination

(a) Either party may terminate this agreement at any time without cause by giving the other party 5 business days written notice.

(b) Upon termination of this agreement:
(i) Coviu will issue you with a final Referral statement in accordance with clause 3(b) and make a final payment to you of Fees payable up to the date of termination; and
(ii) each party must return or destroy the other party’s Confidential Information received under the agreement and certify such return destruction in writing.

(c) For the avoidance of doubt, you will not be entitled to any Fees in respect of Referrals that engage Coviu Services after the effective date of termination.

(d) Termination of this agreement is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination.

7. Indemnity

(a) You are liable for and indemnify us, our directors, employees, contractors and agents from and against all damages, losses, Claims and expenses arising as a direct result of:
(i) breach of these Terms by you;
(ii) any Claims by a prospective referral or Engaged Referral in connection your actions or omissions as a Referrer; and
(iii) any unlawful or negligent act or omission by you.

(b) To the maximum extent permitted by law, neither party will be liable for any ordinary, incidental, consequential or special loss or damage (including but not limited to loss of profits, loss of data and loss of personnel) arising out of this agreement even if the party was appraised of the likelihood of such loss or damage occurring.

8. Disputes

(a) The parties must use their reasonable endeavours to resolve through negotiation all disputes, conflicts (including, without limitation, conflicts of interest) differences or questions between them arising out of or in connection with this agreement.

(b) If, within 14 calendar days of one party notifying the other party of a dispute, the dispute cannot be resolved following negotiation between the parties, either party may refer the dispute for arbitration in accordance with, and subject to, the Resolution Institute Arbitration Rules. During such arbitration, both parties may be represented by a duly qualified legal practitioner.

(c) The place of arbitration will be Sydney, Australia.

9. General

(a) Unless these Terms expressly states otherwise, a notice, consent, waiver or other communication must be in writing.

(b) Our agreement with you is governed by the law in force in the State of New South Wales.

(c) You must not assign or otherwise deal with all or any part of your rights or obligations under this agreement without our prior written consent. Coviu may assign our rights under, and novate, this agreement at any time by providing notice in writing to you.

(d) Any provision of these Terms that is illegal, void or unenforceable will be severed without prejudice to the balance of the provisions of these Terms which shall remain in force.

(e) If there is any inconsistency between these Terms and the Referral Instructions, then the Referral Instructions will prevail to the extent of the inconsistency.

10. Definitions

In these Terms the following definitions apply:

Claim means any claim, demand, remedy, suit, action, proceeding, right of action, claim for compensation or claim for abatement of any monetary obligation, whether arising under contract (including this agreement), in tort (including negligence), at common law, in equity, under statute, under an indemnity or otherwise.

Confidential Information means all and any information of a confidential nature including financial, customer and employee information, supplier information, product specifications, processes, statements, formulae, trade secrets, drawings and data which is not in the public domain, except by virtue of a breach of the confidentiality obligations arising under this or any other agreement between the parties.

Coviu Services means the telehealth software and other services provided by Coviu from time to time.
Engaged Referral means a Referral who pays Coviu for Coviu Services. If a Referral has previously been referred by a third party and received Coviu Services, Coviu has absolute discretion to decide whether the Referral is an Engaged Referral and the Fee is payable to you.

Privacy Laws means all applicable privacy, data protection and anti-spam laws, rules, regulations, best practices and regulatory guidance relating to privacy, data security, cybersecurity, anti-spam and the collection, storage, use and disclosure of Personal Information, including but not limited to the Privacy Act 1988 (Cth).

Referral means a customer or contact of you, which you have referred to Coviu in accordance with this Agreement;
Referral Instructions means the written instructions Coviu provides to you from time to time by email (or other medium as agreed by the parties) that sets out how you can make the Referral.

Referrer, you and your means the individual or entity who accepts this Agreement in accordance with clause 1.