Referral Agreement

1. Definitions

1.1 In these terms:

Business Day means a day that is not a Saturday, a Sunday or a public holiday in Victoria.

Complimentary Hours means the 5 consulting hours credited under clause 5 to each of the Referrer and the referred business, each set of 5 consulting hours having a value of $645 plus GST (5 hours at $129 plus GST per hour).

Introduction Date means the date on which Smartmates first receives the written introduction of a business.

Program means the Smartmates Referral Program described at https://smartmates.com.au/referral-program/ and governed by these terms.

Qualifying Referral has the meaning given in clause 4.

Referrer means an existing Smartmates client that introduces a business to Smartmates under the Program.

Valid Referral has the meaning given in clause 3.

2. Eligibility of Referrers

2.1 The Program is available to existing Smartmates clients only.

2.2 To be eligible, a Referrer must:

(a) hold an active Smartmates account; and

(b) have no overdue invoices on the Introduction Date or on the date the Complimentary Hours are credited.

3. Valid Referrals

3.1 A business is a Valid Referral if it:

(a) is introduced to Smartmates by the Referrer in writing (email is preferred), or by a direct introduction that Smartmates confirms in writing;

(b) is new to Smartmates, meaning it has not previously engaged Smartmates and is not an existing or past client;

(c) is not in active discussions with Smartmates, meaning that in the 90 days before the Introduction Date it has had no sales conversation, planning session, quote or proposal with Smartmates;

(d) has not already been introduced to Smartmates by another person or organisation;

(e) is not the Referrer, a related body corporate of the Referrer (within the meaning of the Corporations Act 2001 (Cth)) or an entity under common ownership or control with the Referrer; and

(f) has agreed to be introduced, and the Referrer is authorised to share its contact details with Smartmates.

3.2 Smartmates will use reasonable endeavours to confirm in writing, within 5 Business Days of the Introduction Date, whether a referral has been recognised as a Valid Referral.

4. Qualifying Referrals

4.1 A Valid Referral becomes a Qualifying Referral when the referred business:

(a) accepts Smartmates’ then-current Service Agreement and NDA and becomes a paying client; and

(b) purchases, and pays for in cleared funds, at least 10 consulting hours, in one or more purchases, within 12 months after the Introduction Date.

4.2 Complimentary Hours, including any credited under the Program, do not count towards the 10 consulting hours.

5. Reward

5.1 For each Qualifying Referral, Smartmates will credit 5 Complimentary Hours to the Referrer’s Smartmates account and 5 Complimentary Hours to the referred business’s Smartmates account within 5 Business Days after Smartmates receives payment for the 10th consulting hour.

5.2 A referred business that purchases and pays for 10 consulting hours will therefore receive 30 consulting hours in total.

5.3 No Complimentary Hours are provided to the Referrer or the referred business where the referred business does not proceed with Smartmates, does not purchase at least 10 consulting hours or does not pay for them.

5.4 If, within 30 days after Complimentary Hours are credited, a refund, credit or payment reversal reduces the referred business’s paid hours below 10, Smartmates may withdraw any unused Complimentary Hours credited to the Referrer and the referred business.

5.5 There is no limit on the number of Qualifying Referrals a Referrer may make. A referred business receives Complimentary Hours once only.

6. Use of Complimentary Hours

6.1 Complimentary Hours:

(a) may be used for Smartmates consulting services, subject to Smartmates’ standard Terms of Service;

(b) cannot be redeemed or exchanged for cash and cannot be transferred to any other person or organisation; and

(c) expire 12 months after the date on which they are credited.

7. Competing Introductions

7.1 If the same business is introduced by more than one person or organisation, Smartmates will recognise the first documented Valid Referral. Smartmates’ records of the date and time each introduction was received are conclusive, in the absence of manifest error.

8. Smartmates’ Discretion

8.1 Smartmates is not obliged to accept any referred business.

8.2 Smartmates may decline a referral, or treat it as ineligible, where an existing commercial relationship, previous engagement, active opportunity or prior introduction already exists, or where Smartmates reasonably considers the business unsuitable.

8.3 Smartmates will determine eligibility under these terms reasonably and in good faith.

9. Privacy and Confidentiality

9.1 The Referrer warrants that it has the referred business’s agreement to be introduced before sharing its details with Smartmates.

9.2 Smartmates will handle personal information in accordance with its Privacy Policy at https://www.smartmates.com.au/privacy-policy/.

9.3 Smartmates will tell the Referrer whether a referral has been accepted and when Complimentary Hours are credited, but will not disclose the referred business’s fees, scope of work or other commercial information.

10. Governing Law

10.1 These terms are governed by the laws of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Victoria and the Commonwealth of Australia.

11. Contact

11.1 Questions about the Program may be sent to help@smartmates.com.au or by calling 03 9982 4526. Smartmates Pty Ltd, Level 15, 28 Freshwater Place, Southbank VIC 3006.