Version date January 2025
This agreement explains the terms of service with AI Cash Flow Partners Pty Ltd ACN 683 628 097 (CP.ai)
The Client is engaged in the business of providing finance/mortgage broking services.
CP.ai is engaged in the business of providing the Services
If The Client opts for the full-service model, The Client agrees to provide CP.ai access to its systems and database to provide the services
The Client is entitled to a Profit Share in respect of any Profit under and in accordance with this Agreement (regardless of which service model is selected)
Definitions
In this document, unless the contrary intention appears:
Alternative Arrangement Profit Share Amount means the amount set out in the Schedule.
Commencement Date means the date of this Agreement.
Confidential Information means:
information which is confidential in nature concerning or in any way connected with:
either party to this Agreement;
a related body corporate of either party to this Agreement;
the businesses, activities, or operations of either party to this Agreement; or
which is the property of either party to this Agreement;
information, which is confidential in nature, which is disclosed in writing, orally or by any other means by either party to this Agreement; and
information, which is confidential in nature that arises from, is an output of, concerns or is in any way connected to the Services.
Systems and Database means The Client’s database and systems and any ancillary Confidential Information provided to CP/ai for the purposes of providing the Services.
Initial Profit Share Amount means the amount set out in the Schedule.
Insolvency Event in relation to the Client means:
a receiver, receiver and manager, trustee, administrator, controller (as defined in the Corporations Act), liquidator, provisional liquidator or similar official is appointed in respect of the person;
an application is presented against it (that is not discharged or withdrawn within 14 days of its presentation), or an order made, or a resolution is passed by its members or creditors for its winding up;
any execution or other process of any court or authority for an amount in excess of $100,000 is issued against or levied upon any of its assets and that execution or process is not discharged or withdrawn within 60 days of the date of issue;
the person suspends payment of its debts generally or enters into or resolves to enter into any arrangement, composition, or compromise with, or assignment for the benefit of, its creditors or any class of them;
the person is or becomes unable to pay its debts when they are due or is or becomes unable to pay its debts or is presumed to be insolvent within the meaning of the Corporations Act;
the person ceases to carry on business or threatens to cease to carry on business;
an application made against it for a sequestration order, or a controlling trustee is appointed to it under the Bankruptcy Act 1966 (Cth), or a meeting of its creditors approves a composition, compromise or arrangement under Part 10 of the Bankruptcy Act 1966 (Cth), or is bankrupt, as defined under the Bankruptcy Act 1966 (Cth);
or an event happens analogous to an event specified above to which the law of another jurisdiction applies and the event has an effect in that jurisdiction similar to the effect which the event would have had under any one or more of clauses 1.1(f)(i) to 1.1(f)(vii) if the laws of Australia had applied.
Profit means the aggregate net proceeds of the Services, less the costs, fees and charges incurred in connection with the provision for the Services,
Profit Share means the Client’s entitlement to any Profit in accordance with this document.
Reduced Profit Share Amount means the amount set out in the Schedule.
Schedule means a schedule of this document.
Services means the services described in the part A of the Schedule
In this document, unless the contrary intention appears:
headings to clauses are for convenience only and do not affect interpretation;
any reference to a clause, background recital, schedule or annexure is a reference to a clause of, recital in, schedule to or annexure to, this document;
if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
a reference to dollars and “$” is to Australian currency;
a reference to a document (including this document) includes any variation or replacement of it;
a reference to a statute, ordinance, code, or other law includes a regulation, rule or other statutory instrument issued under it and consolidations, amendments, re-enactments or replacements of any of them;
an agreement, representation, or warranty in favour of two or more persons is for the benefit of them jointly and each of them individually;
where any time period is required to be calculated from a specified date, that date will not be included in the calculation;
the singular includes the plural and vice versa;
a reference to a gender includes all genders;
the words “include,” “including”, “for example”, “such as” or cognate expressions are to be construed without limitation;
party means any party to this document;
the word “person” includes an individual, a firm, a body corporate, a partnership, a joint venture, an unincorporated body or association or any government authority;
a party enters into this document in its own right and as trustee of any trust of which it is trustee;
a reference to a person includes a reference to the person’s executors, administrators, substitutes (including, but not limited to, persons taking by novation), successors and permitted assigns;
a reference to time is to Sydney, Australia time;
where any obligation of this document is to be performed on a day other than a Business Day, that obligation is to be performed on the next Business Day;
if an act under this document to be done by a party on or by a given day is done after 5.00pm on that day, it is taken to be done on the next day;
a reference to a group of persons or things is a reference to any two or more of them jointly and to each of them individually;
no provision of this document is to be construed adversely to a party solely on the ground that the party was responsible for the preparation of this document or that provision.
Initial Term
This Agreement will have an initial term of twelve (12) months from the Commencement Date (Initial Term).
Extension of Term
The Client may choose to renew the Agreement for a further period of twelve (12) months following the Initial Term by providing CP.ai with at least 4 weeks written notice of its election. This option to extend may be elected for a further period of twelve (12) months following the expiration of any extended term by providing CP.ai with at least 4 weeks written notice of its election.
Alternative arrangement
Following the Initial Term, the Client may by providing CP.ai with at least 4 weeks written notice of its election choose to continue with a “Cash Flow Broker Hire and Train Service," whereby CP.ai will hire and train a new employee elected by the Client to take over the Services.
Failure to elect
Should the Client fail to elect an extension of the Agreement or the Alternative Arrangement after the Initial Term, the Initial Term will continue until terminated in accordance the with terms of this Agreement.
Payment of Profit Share
Subject to clause 2, CP.ai agrees to pay to the Client its Profit Share on a weekly or monthly basis.
Profit Share during the Initial Term
During the Initial Term, the Client will be paid the Initial Profit Share Amount.
Profit Share during any Extension of Term
During any extension of time (following the Initial Term) the Client will be paid the Reduced Profit Share Amount.
Profit Share for the Alternative Arrangement
During any period of Alternative Arrangement, the Profit Share will remain at Initial Profit Share Amount until the employee is fully trained, which is estimated to take 3 months.
After training has been completed, the revenue share will revert to the Alternative Arrangement Profit Share Amount for a minimum period of 2 years.
No transfer of ownership
Nothing in this Agreement grants CP.ai any ownership or proprietary rights to the Database or any information in the intellectual property of the Client other than a non-exclusive, non-transferable Licence to use the Database for the term of this Agreement.
No Re-Marketing Rights
Nothing in this Agreement grants CP.ai any rights to re-market or promote CP.ai's services directly to The Client's database for the provision of CP.ai's own services.
Termination
Subject to Clause 3.4, either party may terminate this Agreement upon 3 months’ notice to each other.
Liability
Other than an obligation to pay the Profit Share, CP.ai has no obligation to the Client whatsoever including for loss, damage, costs or otherwise as a result of the Client entering into this Agreement and the Client acknowledges and accepts that it has relied on his own enquires and obligations when considering whether to enter into this Agreement.
Obligations
Both parties agree to keep confidential, and ensure its employees, agents, and contractors keep confidential, and will not directly or indirectly disclose, reproduce, or transfer to any third party, any Confidential Information, without the prior written approval of the other party.
Each party acknowledges that any breach of these Terms could cause serious harm to the other party and agrees that in the event of such a breach, the other party shall be entitled to seek and obtain a restraining order, injunction, and other equitable relief in any court of competent jurisdiction, in addition to all other legal remedies available.
On termination of the Agreement or whenever reasonably requested by a party:
Each party must immediately return to the other party all Confidential Information in its possession, or under its care and control, belonging to the other party; and
Each party will destroy and confirm in writing to the other party the destruction of all duplicate copies created of the other party's Confidential Information, whether electronic, magnetic, printed, or otherwise.
Notices to be in writing
A communication in connection with this Agreement, including any obligation or right arising from it (including a notice, consent, request, waiver, or demand) (Notice) has no legal effect unless it is in writing.
Delivery
In addition to any other method of service provided by law, a Notice may be:
sent by prepaid ordinary post to the address for notices of the addressee, if the address is in the country of posting;
sent by prepaid airmail to the address for notices of the addressee, if the address is overseas;
sent by email to the email address of the addressee; or
delivered at the address for service of the addressee.
Timing of delivery
If the Notice is sent or delivered in a manner provided by clause 7.2, it must be treated as given to and received by the party to which it is addressed:
if sent by post to an address in the country of posting, on the second Business Day (at the address to which it is posted) after posting;
if sent by post to an address overseas, on the fifth Business Day (at the address to which it is posted) after posting;
if sent by email before 5.00pm on a Business Day at the place of receipt, on the day it is sent and otherwise on the next Business Day at the place of receipt; or
if otherwise delivered before 5.00pm on a Business Day at the place of delivery, upon delivery, and otherwise on the next Business Day at the place of delivery.
If a Notice is served by a method which is provided by law but is not provided by clause 7.2, and the service takes place after 5.00pm on a Business Day, or on a day which is not a Business Day, it must be treated as having been received on the next Business Day
Electronic communication
Despite clause 7.3, communications sent by email need not be marked for attention. However, the email must state the first and last name of the sender. Communications sent by email are taken to be signed by the named sender. an email is not treated as given or received if the sender’s computer reports that the message has not been delivered.
Time and days
If a Notice is served by a method which is provided by law but is not provided by clause 7.2, and the service takes place after 5.00pm on a Business Day, or on a day which is not a Business Day, it must be treated as having been received on the next Business Day.
Assumed delivery
A Notice sent or delivered in a manner provided by clause 7.2 must be treated as validly given to and received by the party to which it is addressed even if:
the addressee has been liquidated or deregistered or is absent from the place at which the Notice is delivered or to which it is sent; or
the Notice is returned unclaimed.
Addresses
Addresses and email addresses for notices for each party is described on page 1 of this document.
Change of address
A party may change its address for notices by giving Notice of that change to each other party.
Amendment
This document may only be amended by a document duly executed by the parties.
Approvals and consent
A party may give its approval or consent conditionally or unconditionally or withhold its approval or consent under this document unless this document expressly provides otherwise.
Assignment
No party may assign, encumber, or attempt to assign or encumber any right or interest under this document without the prior written consent of the other parties.
Counterparts
This document may consist of a number of counterparts and if so executed, the counterparts taken together constitute the one instrument. The parties agree that a fully executed and digitally scanned copy of this document, whether exchanged by facsimile or email (including in portable document format), will constitute evidence of due execution and any agreement so exchanged will serve as a legal and binding contract with the same force and effect as the original (where such facsimile or email address has been notified by a party to other party for these purposes).
Electronic execution
This document can be executed by using electronic signatures. Each party consents to the use of electronic signatures (in whole or in part). The parties acknowledge and agree that each electronic signature is to be treated as an original signature for all purposes and shall have the same force and effect as an original signature. If the signatory is a corporation, it, and each director or secretary (as applicable) that executes on behalf of the corporation, represents and warrants to the counterparty that the signing satisfies section 127(1) of the Corporations Act.
Entire understanding
This document contains the entire understanding between the parties concerning its subject matter and supersedes all previous agreements, understandings, and negotiations on that subject matter.
Further assurance
Each party must at all times and from time to time at its own expense do all further acts and execute and deliver all further deeds, documents, and instruments necessary or desirable in order to fully perform and give effect to and carry out the terms of this document.
Remedies cumulative
The rights, powers and remedies provided in this document are cumulative with and not exclusive of the rights, powers or remedies provided by law.
Legal costs
Each party must bear and is responsible for its own legal and other costs and expenses in connection with the negotiation, preparation, execution and performance of this document and all related documentation, except for stamp duty.
Time is of the essence
Time is of the essence to the obligations of the parties under this document.
Waiver and exercise of rights
In this document:
A single or partial exercise or waiver of a right relating to this document does not prevent any other exercise of that right or the exercise of any other right.
No party is liable for any loss or expense of another party caused or partly caused by the waiver, exercise, or failure to exercise a right.
Waiver of any right, power, authority, discretion, or remedy arising upon a breach of or default under this document must be in writing and signed by the party granting the waiver.
This clause may not itself be waived except in writing.
Prohibition or enforceability
Any provision of, or the application of any provision of this document which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.
Any provision of, or the application of any provision of this document, which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality, or enforceability of that provision in any other jurisdiction or of the remaining provisions of this document in that or any other jurisdiction.
The application of this clause 8.12 is not limited by any other provision of this document in relation to severability, prohibition or enforceability.
Third party rights
No person other than the parties to this document (including, but not limited to, any employees if any, of the parties) has or is intended to have any right, power or remedy or derives or is intended to derive any benefit under this document.
Governing law
This document is governed by the laws in force in New South Wales. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales and any courts having jurisdiction to hear appeals from those courts.
PART A
Services means:
EITHER
the provision of distributing business finance products under a referral only model whereby you can refer customers to CP.ai in exchange for the commission (detailed in PART B below). No access to the Client’s systems and database is required.
OR
the provision of distributing business finance products under a full-service model:
A comprehensive solution whereby CP.ai facilitates the setup, launch, and management of business lending operations. This includes:
PART B
Contribution Percentage payable to the Client
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