Simple Affiliate Program Terms & Conditions

The Agreement

This Affiliate Agreement (the "Agreement") is provided by Harvey Pence Pty Ltd. (the "Company") The Agreement is a legal document between you and the Company that describes the affiliate relationship we are entering into. This Agreement covers your responsibilities as an affiliate and our responsibilities to you.

Definitions

For purposes of this Agreement the following terms shall mean:

“Company”, “Us”, “We”: As we describe above, we will be referred to as the Company. Us, we, our, ours and other first-person pronouns will also refer to the Company, as well as all employees or legal agents of the Company.
“Brand”, “The Brand”: Refers to a brand owned and operated by Harvey Pence Pty Ltd and a licensed Mortgage Broker, in this case the Simple Brand.
“You”, the “Affiliate”: You will be referred to as the "Affiliate." You'll also be referred to throughout this Agreement with second-person pronouns such as “You”, “Your”, or “Yours”.
“Parties”: Collectively, the parties to this Agreement (the Company and You) will be referred to as "Parties" or individually as "Party."
“Affiliate Program”: The program we've set up for our affiliates as described in this Agreement.
“Affiliate Application”: The fully completed application which must be provided to us for consideration of your inclusion in the Affiliate Program.
“Referral Reward”: The amount paid to the affiliate upon successful settlement of a loan by a ‘Qualified Client’ referred by the affiliate.

Age Restriction

You must be at least 18 (eighteen) years of age to join our Affiliate Program. By submitting an application to our Affiliate Program, you represent and warrant that you are at least 18 years of age and may legally agree to this Agreement. The Company assumes no responsibility or liability for any misrepresentation.

Affiliate Program Sign-Up

In order to sign up for our Affiliate Program, you will first be asked to submit an Affiliate Application to join. Submitting an Affiliate Application does not guarantee inclusion in the Affiliate Program. We evaluate each and every application and are the sole and exclusive decision-makers on Affiliate acceptance.

If we choose not to allow your inclusion in the Affiliate Program, we will attempt to notify you in a reasonable manner. If you do not hear from us within a reasonable time frame, please consider your application rejected.

We are not obligated to provide you with any explanation for your rejection, but please be advised we may reject applicants for any reason or manner. Notwithstanding anything stated or implied to the contrary, by applying to become an affiliate, you agree that the Company has and reserves the right at all times to reject your application or terminate your participation in the program for any reason, or no reason, in our sole and unlimited discretion.

If your Affiliate Application is rejected, you may not re-apply. If your Affiliate Application is accepted, each of the terms and conditions in this Agreement apply to your participation.

Non-Exclusivity

This Agreement does not create an exclusive relationship between You and Us. You are free to work with similar affiliate program providers in any category unless otherwise specifically agreed to in writing. This Agreement imposes no restrictions on Us to work with any individual or company we may choose.

Affiliate Program

Once you have been notified that you have been accepted into the Program, you may use any method or form of promotion you choose so long as it complies with the terms and conditions of this Agreement (including but not limited to our Affiliate Suitability Guidelines) and all applicable laws including the National Consumer Credit Protection Act 2009.

Promotional links may include The Brand and Trademarks (as defined below) and any other content we specifically identify on our site for your use as promotional features, tools and content (collectively, "Affiliate Promotional Links").

Utilisation of Affiliate Links

We hereby grant to you limited, non-exclusive, and non-transferable license to use our Affiliate Promotional Links for placement without modification, abridgment, or embellishment, for the sole and exclusive purpose of referring potential clients to Harvey Pence Pty Ltd. We reserve the right to revoke this license to use the Affiliate Promotional Links, in whole or part, at any time.

We reserve the right to require you to modify your use of the Affiliate Promotional Links following review. If we issue formal policies and rules in connection with usage of the Affiliate Promotional Links, you agree to promptly conform with your use of the Affiliate Promotional Links to said policies.

You may not use Affiliate Promotional Links to market, promote, or endorse the goods, services, and/or cause of any other individual or entity or to otherwise benefit any third party, save for your Referrals.

You agree that you shall not bid on, register or purchase search engine keywords, domain names, or other identifying search terms or titles that are similar to the Trademarks owned or controlled by the Brand, or by any third party to promote your participation in the Program.

In utilizing the Affiliate Promotional Links, you agree that you will cooperate fully with us in order to establish and maintain the consistency and integrity of such Affiliate Promotional Links as they may be modified, enhanced, expanded, curtailed or eliminated from time to time by us, in our sole and unlimited discretion.

You acknowledge that, by participating in the Program and/or using any of the Affiliate Promotional Links, the Company may receive information from or about visitors to your site to track Referrals.

You must also:

Not refer yourself.
Only engage in credit activities as an affiliate incidentally to other activities.
Not charge a fee to a client for the referral.
Only inform the client that we are able to arrange loans but not specify any particular product, and not provide any recommendations or advice concerning loans.
Inform the consumer of any benefits you may receive.
Obtain the consent of the consumer to pass their name, contact details and a short description of the purpose for which the consumer may want the credit.
Pass the consumer’s contact details to us within five business days of informing the consumer that we are able to arrange loans and leases but not any specified particular product.

Compensation

If you refer a client to the Company, the client identifies you to Us as the referring party by clicking through your link to our website (a “Referred Customer”), the loan is written by our partner mortgage broker, the loan settles, and the client’s loan is eligible (collectively, a “Qualified Client”), we will pay you the amount listed in Appendix A based on the value of the loan taken by the client, net of any offset value. Payments will be made to an Australian Bank Account, using a BSB and Account number.

Any payments made for a Qualified Client that is later refunded or charged back to Us, or considered fraudulent will not be paid, or if already paid, will be deemed to be an overpayment of fees to You, and be required to be returned. We reserve the right to withhold payments due to you under the Program for up to 90 calendar days from the date a Qualified Client’s loan settles.

When a referred client clicks on your referral link, We attempt to store a cookie on the referred party's web browser. A client must have an unexpired client cookie in their browser when they complete their first interaction. If the cookies are not accepted or if they are removed or expired, the referred client will not be identified as your referral unless they are referred directly through the ‘Quick Referral’ process. This cookie is valid for 30 days from the client’s first visit and any subsequent visits that result in a client proceeding to obtaining finance during this period will be identified as your referral. Where a client has an existing client cookie, the first referrer will be identified as the referrer.

We reserve the right to withhold payment of fees to Affiliates who are new to the Affiliate Program, or who have referral rewards that are potentially fraudulent as determined by Us. It is at our sole discretion, to determine the legitimacy and cancellation rates of Referred Customers.

We reserve the right to deduct from Affiliate's current and future fees any and all fees corresponding to any fraudulent, questionable, and cancelled applications or loans. If no subsequent fee is due and owing, We will send the Affiliate a bill for the balance.

We reserve the right to immediately cancel or withhold for later review any fee that fails to meet the criteria of a “Qualified Client.” The Affiliate is responsible for monitoring the payment, denial, and withholding of fees; We are not obligated to actively notify Affiliates of the status of fees. If the Affiliate has a question about fees that have been cancelled or withheld, the Affiliate has thirty (30) days from the day the payment would have been due to contact Us to request that the fee be paid. Any changes to decisions about cancelled or withheld fees are strictly made in Our sole discretion.

Tax Compliance

You agree that You shall be solely responsible for the accurate and timely calculation, reporting and payment of any tax or other government revenue obligations or liabilities that arise from or are related to your participation in the Program, regardless of any reporting or other obligations we may bear by operation of the law, or any performance of such obligations or lack of compliance thereof on our part.

Term, Termination & Suspension

The term of this Agreement will begin when we accept you into the Affiliate Program. It can be terminated by either Party at any time with or without cause by providing written notice.

You may only earn payouts as long as you are an Affiliate in good standing during the term. If you terminate this Agreement with us, you will qualify to receive payouts for Qualified Clients who have loans that have settled. Compensation is not payable for Qualified Clients who have loans settling post the termination date..

If you fail to follow the terms of this Agreement or any other legal terms we have posted anywhere on our website or websites, you forfeit all rights, including the right to any unclaimed payout.

We specifically reserve the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material.

At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.

Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site and any other locations, all links to our site, all Trademarks and logos, together with all other materials provided by or on behalf of the Company in connection with the Affiliate Program. You will not earn referral fees on Referrals that occur after the Term.

After Termination We may withhold your final payment under the Affiliate Program for a reasonable time to ensure that the correct amount is paid and that you have ceased use of, and removed from your site(s), all Affiliate Promotional Links and are not in breach of this Agreement in any other respects.

Intellectual Property

For the purposes of this Agreement, the term, "Trademark(s)" means all common law or registered trademarks, logos, service marks, trade names, Internet domain names, or other indications of origin now or in the future used by the Company.

Nothing contained herein grants or shall be construed to grant you any rights to use any Trademark, except as Affiliate Promotional Links placed on your site. You acknowledge that the Company owns all right, title and interest in and to its Trademarks. Your use of the Affiliate Promotional Links shall conform to the Company’s then-current use policies and any additional usage guidelines provided by the Company.

You agree that you will not use our Trademarks in any manner that might tarnish, disparage, or reflect adversely on such Trademarks or the Company. Nor will you contest or otherwise challenge (e.g., in any legal action or otherwise), or assist or encourage any other person or entity to contest or challenge the validity of any Trademarks or the Trademark rights claimed by the Company.

You agree that you will not use any Trademark or any variant thereof as a domain name or as part of a domain name regardless of the top-level domain, or as a metatag, keyword, or any other type of programming code or data, except pursuant to policies and rules issued by the Company, if any, in connection with the Affiliate Program.

You may not at any time, adopt or use, without the Company’s prior written consent any word or mark which is similar to or likely to be confused with the Company’s Trademarks, except as Promotional Links placed on your site.

The look and feel of the Company’s websites, including all page headers, custom graphics, button icons, and scripts, is the trade dress and/or trademark or service mark of the Company and may not be copied, imitated or used, in whole or in part, without the prior written consent of the Company, except as Promotional Links placed on your site.

You may not use a Trademark, logo, image or other proprietary graphic of the Company to link to the Company’s website without the prior written consent of the Company, except as Affiliate Promotional Links placed on your site and used in compliance with the terms of this Agreement.

You may not frame, ‘iframe’ or hotlink to the Company’s website or any image other than your own without our prior written consent of.

You may not use any Trademarks to market, promote or endorse the goods and/or services or cause of any other individual or entity without our prior express permission in writing, signed by an authorized officer of the Company.

You agree that the intellectual property owned by the Company includes all copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to the Company ("Company IP").

You hereby provide us a non-exclusive license to use your name, trademarks and servicemarks if applicable and other business intellectual property to advertise our Affiliate Program.

Modification & Variation

The Company may, from time to time and at any time, modify this Agreement. You agree that the Company has the right to modify this Agreement or revise anything contained herein.

You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement.

If we update or replace the terms of this Agreement, we will let you know via electronic means, which may include an email. If you don't agree to the update or replacement, you can choose to terminate this Agreement as described below. To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court of law, you agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.

You agree to routinely monitor this Agreement and refer to the Effective Date posted at the top of this Agreement to note modifications or variations. You further agree to clear your cache when doing so to avoid accessing a prior version of this Agreement.

Relationship of the Parties

Nothing contained within this Agreement shall be construed to form any partnership, joint venture, agency, franchise, or employment relationship. You are an independent contractor of the Company and will remain so at all times.

Acceptable Use

You agree not to use the Affiliate Program or our Company for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Affiliate Program in any way that could damage our websites, products, services, or the general business of the Company.

Affiliate Program Terms and Conditions

You further agree not to use the Affiliate Program:

To harass, abuse, or threaten others or otherwise violate any person's legal rights;
To violate any intellectual property rights of the Company or any third party;
To upload or otherwise disseminate any computer viruses or other software that may damage the property of another; iv. To perpetrate any fraud;
To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
To publish or distribute any obscene or defamatory material;
To publish or distribute any material that incites violence, hate, or discrimination towards any group;
To unlawfully gather information about others.

Affiliate Obligations & Compliance

You are responsible for ensuring operation and maintenance of your Affiliate Site, including technical operations, written claims, links, and accuracy of materials.

You must ensure, as noted above, that the Affiliate Site does not infringe upon the intellectual property rights of any third party or otherwise violate any legal rights.

We may monitor your account, as well as clicks and/or purchases coming through your account. If we determine you are not in compliance with any of these the terms of this Agreement, we have the right to immediately terminate your participation in the Affiliate Program.

Reverse Engineering & Security

You agree not to undertake any of the following actions:

Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on any of our websites or services;
Violate the security of any of our websites or services through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.

Data Loss

The Company does not accept responsibility for the security of your account or content. You agree that your participation in the Affiliate Program is at your own risk.

Indemnifcation

You agree to defend and indemnify the Company and any of its agents (if applicable) and hold us harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to your use or misuse of the Affiliate Program, your breach of this Agreement, or your conduct or actions. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense, if the Company wishes.

Spam Policy

You and/or your site will not transmit unsolicited emails or engage in so-called "spamming" to publicize or promote your relationship with the Company or to increase the number of your Referrals - nor will you advertise or otherwise publicize your relationship with the Company through the use of pay per click search engine advertising or the like. You acknowledge that such advertising might infringe on the intellectual property rights of the Company and/or third parties. In addition to its other rights and/or remedies under this Agreement, We shall be under no obligation to pay you any referral fees or other compensation if you violate the terms of this paragraph.

Entire Agreement

This Agreement constitutes the entire understanding between the Parties with respect to the Affiliate Program. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral.

Service Interruptions

The Company may need to interrupt your access to the Affiliate Program to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access may be affected by unanticipated or unscheduled downtime, for any reason, but that the Company shall have no liability for any damage or loss caused as a result of such downtime.

No Warranties

You agree that your use of the Affiliate Program is at your sole and exclusive risk and that any services provided by us are on an "As Is" basis. The Company hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability.

The Company makes no warranties that the Affiliate Program will meet your needs or that it will be uninterrupted, error-free, or secure. The Company also makes no warranties as to the reliability or accuracy of any information. You agree that any damage that may occur to you, through your computer system, or as a result of loss of your data from your use of the Affiliate Program is your sole responsibility and that the Company is not liable for any such damage or loss.

Limitation on Liability

The Company is not liable for any damages that may occur to you as a result of your participation in Affiliate Program, to the fullest extent permitted by law. The maximum liability of the Company arising from or relating to this Agreement is limited one hundred ($100) Australian Dollars. This section applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.

Language

All communications made or notices given pursuant to this Agreement shall be in the English language.

Governing Law & Jurisdiction

This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

Joint and Several Liability

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

Assignment

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

Entire Agreement

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

Interpretation

(singular and plural) words in the singular includes the plural (and vice versa);
(currency) a reference to $; or "dollar" is to Australian currency;
(gender) words indicating a gender includes the corresponding words of any other gender;
(defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(person) a reference to "person" or "you" includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture(whether incorporated or unincorporated), a partnership, a trust and any other entity;
(party) a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
(document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
(headings) headings and words in bold type are for convenience only and do not affect interpretation;
(includes) the word "includes" and similar words in any form is not a word of limitation; and
(adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

APPENDIX A: Payment Schedule

Loan Value	Referrer Reward	Applicant Reward
<$300,000	$0	$0
$300,000+	$250	$250