Be Daring Affiliate Program

Standard Terms for Affiliates

Joining the Affiliate Program

By submitting an Application Form, the Person named in the Application Form (the "Affiliate") is offering to participate in the ‘Be Daring Affiliate Program’, and agrees to participate, in accordance with:

These Standard Terms and;
Be Daring's privacy policy, which can be found here: https://www.bedaring.com.au/privacy-policy-cookie-restriction-mode

Acceptance of the Application Form is subject to the sole discretion of Be Daring Pty Ltd (Be Daring) incorporated in Australia A.C.N 079 120 326. Acceptance or rejection of the Application Form will be notified to the proposed Affiliate by email at the email address detailed on the Application Form.

On acceptance of the Application Form by Be Daring, the Application Form and these Standard Terms, will together constitute a legally binding "Agreement" entered into by Be Daring and the Affiliate.

The Affiliate is an individual or entity delivering content to an audience, both online and offline. By entering this Agreement with Be Daring, the Affiliate will join the program to market Be Daring Products.

Any individual contracting on his or her own behalf warrants that he / she / they are aged 18 or over. Any individual completing the Application Form on behalf of a proposed Affiliate warrants that he / she / they has all necessary authority to bind that proposed Affiliate.

On acceptance of the Application Form by Be Daring, the Affiliate warrants that the Person named on the Application Form is the sole Owner of the Affiliate Account.

Prior to acceptance by Be Daring, of an Affiliate into its Program, Be Daring must be in possession of either:

(a) The Affiliate’s ABN and their GST status or

(b) A completed ‘Statement of Supplier Form’.

Definitions

"Advertising Materials" means any trademarks, advertising content, images, text, video, data or other material provided by Be Daring to the Affiliate.

"Affiliate Account" means the respective account of the Affiliate on the Interface.

"Affiliate Service" means a website, application or service operated by the Affiliate capable of marketing Be Daring and its products.

“Application Form” means the Be Daring Affiliate Registration Form located HERE by which Affiliates apply to participate in the program.

“Be Daring” means Be Daring Pty Ltd of Unit 5, 1-3 Business Dr, Narangba Queensland Australia, A.C.N. 079 120 326.

"Business Day" means a day other than a Saturday, Sunday or a Queensland state or national public holiday in Australia.

“Chargeback” means payment for a sales order acquired and tracked via an Affiliate Link has been rejected by a bank, e.g., when a customer disputes ordering or receiving the goods and Be Daring is debited the amount of the disputed sales transaction.

"Click" means the intentional and voluntary following of a Link by a Visitor as part of marketing services as reported by the Tracking Code.

"Commission" means the amount payable to the Affiliate in return for marketing Be Daring and its Products, in accordance with Be Daring’s Affiliate Program and the terms of this Agreement. Commission is paid on the eligible sales AFTER deducting GST, discounts and freight.

"Confidential Information" means any information disclosed by or relating to a party, including: information arising during the Term of this Agreement; information about a party's business affairs; operations, products or trade secrets; information about a party's technology (including any know-how and source code) which are not readily available in the public domain.

"Data Regulation" means any applicable data protection, privacy or similar laws that apply to data processed in connection with this Agreement, including the Privacy Act 1988.

"Interface" means the intranet and software platform provided by Be Daring, to provide the Services.

“Link” means a hyperlink, provided to the Affiliate by Be Daring for the purpose of tracking commission.

"Owner" means the individual named on the Application Form and approved by Be Daring who has full access to, and control of, the Affiliate Account and who is at all times authorised to act on behalf of the Affiliate and bind the Affiliate.

‘Personal Data’ has the meaning applied in any applicable regulation. Person includes an individual, company, partnership, or unincorporated association.

“Processing” has the meaning applied in any applicable regulation.

“Program” means any promotional offers including, offers, discount offers, made available to the Affiliate’s audience as well as commission and offers made available to the Affiliate.

"Program Terms" means any terms and conditions, or other requirements applied by Be Daring to the participation in its Program.

“Refund” means for any reason Be Daring has refunded a sale to a customer, acquired, and tracked via an Affiliate Link.

“Sales” means a customer sales order acquired via an Affiliate link and tracked via the Tracking Code has been Shipped.

"Services" means the services or assistance provided by Be Daring under this Agreement.

“Shipped’ means when the customer sales order has been paid in full, packed for forwarding to the customer, is ready for collection by the Be Daring logistics provider and indicated ‘Shipped’ in the Be Daring CRM software.

"Suspension" means the suspension by Be Daring of the provision of the Services to the Affiliate for a period of time, including the following:

Preventing the Affiliate from accessing the Interface;
Withholding payments otherwise due to the Affiliate;
Ceasing to track sales generated by the Affiliate;
Removing any Advertising Materials from the Affiliate Service.

"Tracking Code" means the Be Daring software code for the recording of, amongst other things, web traffic and sales.

"Visitor" means any Person who follows a Link.

Access to the Service and Interface

Subject to the Affiliate's compliance with this Agreement, Be Daring will permit the Affiliate's participation in the Program. and grant the Affiliate access to the Interface under the following conditions:

Be Daring may change any aspect of the Interface at its sole discretion.
Each Affiliate Account may have only one Owner and must have an Owner at all times.
The Owner may assign its Owner status to another party with written authorisation from Be Daring.
Be Daring may Suspend or withdraw any Affiliate Accounts at its discretion, or on request by the Affiliate.

Marketing

Be Daring may apply Program Terms at its discretion, which shall become effective on notice to the Affiliate. Affiliates will be notified of changes to the Program Terms by publication on the Interface and/or by email to the email address of the account holder. Be Daring may change its Program Terms at any time. The Affiliate is solely responsible for ensuring it is aware of any changes to the Program Terms.

Be Daring may deactivate any Links at its sole discretion.

The Affiliate shall remove any Advertising Materials from the Affiliate Service immediately on request by Be Daring.

Tracking and validation

Sales will only be attributed to the Affiliate where the Tracking Code records that the Affiliate was responsible for the most recent referral of the Visitor to the Be Daring URL prior to that Sale.

Commissions

The amount of any Commissions will be displayed on the Interface.

Commission is paid on eligible sales AFTER any offered Visitor discounts have been applied and GST and freight have been deducted.

Commissions will be deducted from the Affiliate in situations of Refund or Chargeback to a sale upon which commission has previously been paid.

Be Daring may change the amount of Commission offered on notice to Affiliates with seven (7) days notification.

If Be Daring reasonably suspects that any Commissions paid under this Agreement have been generated in breach of this Agreement, Be Daring may deduct the amount of such Commissions from any future payments due to the Affiliate or from any funds held to the Affiliate's account.

Invoicing and Payments

The Affiliate authorises Be Daring to prepare and issue tax invoices and adjustments notes for Commissions on the Affiliate's behalf to Be Daring.

Tax invoices will be issued with every commission payment made by Be Daring to the Affiliate.

Tax invoices are raised, and commissions paid on or before the 10^th of every month for commissions payments requested by the Affiliate for the calendar month prior.

Where the Affiliate is registered for GST, the Tax Invoice will indicate: ‘including GST’ and the amount.

Where the Affiliate is not registered for GST, the Tax Invoice will indicate: ‘excluding GST’ and no GST amount will be included.

The Affiliate agrees not to issue invoices or tax invoices for any Commissions generated pursuant to this Agreement.

The Affiliate warrants that:

Any information regarding the Affiliate's ABN and GST registration provided to Be Daring is correct; and
The Affiliate will immediately notify Be Daring if it becomes GST registered, cancels its GST registration, cancels its ABN or commences operating under a new ABN.
The Affiliate indemnifies Be Daring against any loss, cost or expense incurred by Be Daring including any penalties and interest incurred as a result of incorrect information provided by the Affiliate which may affect GST collection or payment.

The Affiliate will immediately notify Be Daring if it:

no longer has an active ABN; or
have changed or updated its GST status; or
transfer its business as a going concern; or
become registered under another ABN.

In cases where the Affiliate is not, or ceases to be registered for GST, the Affiliate will provide Be Daring with the reasons for not quoting for an ABN using the applicable form issued by the ATO.

Be Daring will pay all Affiliate Commission invoices subject to:

any minimum payment thresholds implemented by Be Daring from time to time being satisfied;
the correct, accurate and complete payment option and tax information of the Affiliate being shown application form
the provision of any additional information reasonably requested by Be Daring in respect of the Affiliate's location or residence;
the payment not being subject to any internal audits from time to time.

All payments will be made to the account nominated by the Affiliate on the Affiliate Account on the Interface. Be Daring is not obligated to take steps to verify the accuracy of the account information provided by the Affiliate.

The Affiliate will immediately repay any amounts paid to the Affiliate in error, or other than in accordance with the Affiliate's rights under this Agreement.

Any underpaid Commission must be notified to Be Daring immediately. Subject to the terms of this Agreement (as applicable), any underpaid Commission notified by the Affiliate to Be Daring within 12 months of the underpayment will be remedied. The Affiliate hereby waives its right to recover any underpaid Commissions that the Affiliate fails to report to Be Daring within 12 months of the underpayment.

Be Daring shall be entitled to retain unclaimed Commissions and the Affiliate shall forfeit any claim in respect of such unclaimed Commissions if (i) an invoice has been generated but Be Daring has been unable to transfer payment and (ii) correct and up to date payment details have not been provided to Be Daring within 12 months of the invoice in question.

The Affiliate will not receive any interest on Commissions held to the Affiliate's account.

Any payment or amount required to be made under this agreement, which is calculated by reference to sales, will be calculated by reference to that Revenue exclusive of GST.

Warranties and indemnity

Each party warrants and undertakes to the other for the Term that:

it has full power and authority to enter into this Agreement;
it holds all licenses and approvals necessary for the performance of its obligations under this Agreement;
it will perform its obligations under this Agreement in accordance with all applicable laws and using reasonable skill and care; and
it will not make any false, misleading or disparaging representations or statements regarding the other party.

The Affiliate warrants and undertakes to Be Daring for the Term that:

all information about the Affiliate set out in the Application Form or on the Interface is complete, true, accurate, not misleading and will be kept up to date;
it's marketing of Be Daring will comply with all Advertising Standards and Data Regulation;
the Affiliate Service will be operated in accordance with all applicable laws (including Advertising Standards and Data Regulation);
it shall comply with all relevant tax laws;
it is the owner or valid licensee of any Intellectual Property Rights appearing on the Affiliate Service, and that no part of the Affiliate Service infringes the rights of any third party; and
all Be Daring Advertising Materials will be accurately and faithfully reproduced.

Intellectual property

Be Daring grants to the Affiliate, for the duration of its participation in the Affiliate Program, a revocable, non-exclusive, non-transferable license to publish Advertising Materials, without modification, on the Affiliate Service to enable the Affiliate to market Be Daring and its Products in compliance with the Agreement and the Program Terms.

Be Daring hereby grants to the Affiliate a revocable, non-exclusive, non-transferable, license to use the Interface to the extent necessary for the Affiliate to participate in the Program and perform its obligations under this Agreement.

Confidentiality

Each party will only use Confidential Information to enjoy its rights or comply with its obligations under this Agreement. Save as set out in this Agreement, neither party will disclose any Confidential Information. Confidential Information shall be kept confidential.

The obligations of confidentiality in this Agreement will not apply to Confidential Information to the extent it:

is in the public domain (other than as a result of a breach of this Agreement);
can be demonstrated as having been independently developed by the receiving party;
is required to be disclosed by law or court order.

This clause will survive termination of this Agreement for five years.

Data protection and cookies

Be Daring and the Affiliate will comply with their respective obligations under Data Regulation. Each party will provide the other party any co-operation reasonably requested to enable the other party's compliance with data and privacy legislation.

In accordance with Data Regulation, the Affiliate will obtain the prior, freely given, specific and informed consent of any Visitors to any cookies served by Be Daring on the Visitor as a result of a Click.

The Affiliate will not provide any Personal Data to Be Daring without Be Daring's prior written consent.

As soon as practicable after becoming aware, notify Be Daring of any communication it receives relating to the Processing of Personal Data.

As soon as practicable after becoming aware, inform Be Daring if any Personal Data is lost, disclosed, damaged, destroyed or unlawfully Processed.

Within three Business Days of receipt of a Data Subject access request, notify Be Daring and, assist Be Daring’s response; and take appropriate technical and organisational measures against accidental loss and damage to, and the unlawful Processing of Personal Data.

The Affiliate will not do or omit to do any act which may cause Be Daring to be in breach of any of its obligations under the Data Regulation.

Limitation of liability

The following heading and points 1-10 below set out the entire liability of Be Daring under or in connection with the Agreement.

Be Daring will not be liable for any losses of the Affiliate if Be Daring's compliance with the Agreement is prevented by the acts or omissions of the Affiliate.
Be Daring will not be liable to the Affiliate for: loss of profit, business, goodwill, anticipated savings, goods, contract, use or data; losses arising from the acts or omissions of a technology partner or any third party; or for any special, indirect, consequential, or pure economic loss, costs, damages, charges or expenses.
The total liability of Be Daring in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the Agreement will be limited to the amount of Commissions paid to the Affiliate in the one (1) month period preceding the date on which the claim arose.
Except as expressly stated otherwise in this Agreement, all warranties, conditions, and other terms implied by statute or common law are excluded to the fullest extent permitted by law.
The Interface, the Tracking Code, the Services, their use and the results of such use are provided "as is" to the fullest extent permitted by law. Be Daring disclaims all express or implied warranties, including warranties of satisfactory quality and fitness for a particular purpose, which may be implied in respect of the Interface, the Tracking Code, the Services, their use and the results of such use. The performance of the Tracking Code and the Interface relies on third parties beyond Be Daring's control.

Be Daring accepts no liability for and cannot guarantee:

that the use or operation of the Interface or the Tracking Code will be uninterrupted or error-free;
that the Tracking Code accurately records Actions at all times;
that defects will be corrected;
that the Program, the Interface or the Tracking Code are free of viruses or malicious code;
that any security methods employed will be sufficient.

Termination and suspension

This Agreement will start on date of acceptance and confirmation advice by email to the Affiliate and continue until terminated in accordance with its terms.

Either party may terminate the Agreement on 14 days' written notice to the other party for any reason.

Without prejudice to its other rights or remedies, a party may terminate the Agreement immediately on written notice to the other party, if the other party materially breaches this Agreement;

Be Daring may (i) terminate this Agreement or (ii) Suspend the Affiliate, or (iii) suspend and withhold all payments due to the Affiliate (at its sole and absolute discretion) immediately on written notice, if the Affiliate:

does not access the Affiliate Account for a period of six months or if no Commissions have been generated for a period of six months;
is reasonably suspected by Be Daring to have breached any part of this agreement, including the Privacy Agreement.

Consequences of termination and suspension

During any period of Suspension:

the Affiliate is not permitted to access the Interface;
all licenses will be Suspended, and the Affiliate shall immediately deactivate the Links and remove any Advertising Materials from the Affiliate Service; and
no payments will be made to the Affiliate.

On termination of the Agreement:

All licenses will terminate, and the Affiliate shall immediately deactivate the Links and remove any Advertising Materials from the Affiliate Service;
Each party will return or at the other party's option destroy all confidential information in its possession within five Business Days; and
Unless terminated by Be Daring for breach of this agreement by the Affiliate, Be Daring will pay all outstanding Commissions due to the Affiliate as per the payment schedule set out in ‘Commissions’.
Termination of this Agreement will not affect any existing rights or remedies.

Notices

Notices given under this Agreement will be in writing by email or registered post.

Emails sent by Be Daring will be sent to the Affiliate's email address set out in the Application Form and shall be considered received within two (2) business days of sending.

Emails from the Affiliate to Be Daring are to be sent to: adminmanager@bedaring.com.au

Items posted to Be Daring are to be sent to:

5/ 1-3 Business Dr, Narangba Qld 4504

General

Be Daring may change the terms of this Agreement on 14 days' notice to the Affiliate.
Be Daring may set off any liability of the Affiliate against any liability of Be Daring.
Nothing in the Agreement constitutes a partnership or joint venture between the parties, nor constitutes a party the agent of the other. No party has the authority to bind the other.
This Agreement constitutes the entire agreement between the parties relating to its subject matter.
This Agreement is governed by the law of Australia and the courts of Australia and Queensland have exclusive jurisdiction.