Amber Electric Powered by Energy Locals - Affiliate Program Terms and Conditions (“Terms”)

1. Introduction
1. The interpretation provisions at paragraph 10 shall apply to these terms.
1.1 These are the standard affiliate terms referred to in the Letter.
1.2 Amber Electric and the Partner agree to comply with these Terms which shall prevail over any other terms and conditions in any other document or communication that may relate to the subject matter of the Letter.

2. Term 
These Terms will commence on the Commencement Date and shall terminate on the End Date.

3. The Promotion
1.1 Amber Electric will provide the Materials to the Partner.  The Partner may promote the Product in good faith to Customers using the Materials.  The Partner must:
(a) use the Materials in a safe and proper manner and in accordance with the instructions of Amber Electric;
(b) not market or promote the Product otherwise than through approved Materials, communications or messages;
(c) not alter or amend the Materials in any way without the prior written consent of Amber Electric; and
(d) not claim any proprietary right or interest in any of the Materials and shall not use the Materials to the detriment or commercial disadvantage of Amber Electric

4. Commission
1.1 Amber Electric must pay the commission as set out in the letter for each customer that signs up and remains with Amber Electric after the standard industry cooling off period of 10 working days.
1.2 Commission will become payable at the end of the calendar quarter in which Amber Electric becomes the financially responsible market participant (FRMP) for each customer.
1.3 Amber Electric must pay the Partner within 30 days after the end of each quarter. 
1.4 Amber Electric will deduct from future revenue, the value of any previously paid commissions for customers who churn within an initial 3-month period, from the date Amber Electric becomes FRMP.
1.5 The Partner shall be entitled to Commission to the extent that is accrued before the End Date.
1.6 All specified commissions are GST inclusive.

5. Termination
1.1 Either the Partner or Amber Electric may terminate these Terms with one month’s notice by the giving of written notice to the other party.
1.2 On termination:
(a) Amber Electric shall have no further obligation to supply the Services;
(b) The Partner shall have no further obligation to promote the Product; and
(c) the Partner must return or destroy (at the discretion of Amber Electric) all Materials and shall remove all references to Amber Electric, the Product and the Services from the social media, websites and other communications and media of the Partner.
1.3 The provisions of paragraphs 6, 8 and 9 shall survive termination of these Terms together with any necessary interpretation provision.

6. Partner obligations
The Partner must:
(a) cooperate with Amber Electric in good faith so as to give effect to the Terms and to promote the Product;
(b) provide Amber Electric with such reasonable information and assistance as may be required to enable Amber Electric to provide the Services and the Product and comply with its legal and regulatory obligations;
(c) (save for as required by law, court order or the rules of any applicable regulatory body) keep these Terms, the Materials and all other information relating to the Services and the Product strictly confidential and not disclose or divulge to any third party any information of a secret or confidential nature without the written consent of Amber Electric;
(d) not (directly or indirectly) act in anyway which is harmful or detrimental to the reputation or business of Amber Electric or which may lead a person to cease to deal with Amber Electric on substantially equivalent terms to those previously offered or at all;
(e) make any representation or guarantee on behalf of Amber Electric or hold itself out as having any authority to act on behalf of or bind Amber Electric;
(f) acknowledge Energy Locals as the licensed retailer, as any promotional material that mentions or promotes a retail energy product must disclose the name of the authorised retailer with the following information:
The retailer and provider of energy to customers of the Amber energy product is Amber Electric Pty Ltd ACN 606 408 879, a licensed electricity retailer (trading under business name Amber Electric Retail Services);
(g) not refer to Amber Electric as the following:
(i) A retailer;
(ii) An electricity provider;
(iii) An electricity supplier;
(iv) Or similar
(h) not use the following phrases to describe Amber:
(i) The cheapest way to buy power;
(ii) Using definite statements like “You will save with Amber”;
(iii) Guarantee you will never pay more than the DMO/VDO every month;
(iv) State that all of Amber’s power comes from renewable energy (all the power comes from the grid and we can’t control the mix of renewables in the grid at any point in time);
(i) not claim any proprietary right or interest in any information or Materials (including customer lists) that are created or provided to it in the course of the provision of the supply of the Services; and
(j) notify Amber Electric in writing if it becomes aware of any breach of these Terms.

7. Notices
Amber Electric and the Partner agree that they may communicate with each other via electronic means (including electronic mail).  Formal notices under these Terms must be sent in writing (which includes electronic written form).  A notice sent under these Terms must be sent using the contact details contained in the Letter or such updated details as may be notified in writing from time to time and notices are taken to have been received:
(a) on the date it is handed to the party, left at the party’s premises; or
(b) on the date 2 working days after it is posted; or
(c) on the date of transmission (unless the sender receives notice that delivery did not occur or has been delayed) if sent electronically.

8. Liability
1.1 The quality and reliability of electricity supply is subject to a variety of factors that are beyond the control of Amber Electric. To the extent permitted by law, Amber Electric gives no condition, representation, warranty or undertaking about the condition or suitability of the Services, their quality, fitness for purpose or safety, other than those expressly set out in these Terms.
1.2 To the extent permitted by law, Amber Electric excludes all liability arising in relation to any incorrect information, error or omission contained in the Materials or any other information provided to the Partner or the failure to correctly supply the Services.
1.3 The maximum aggregate liability of Amber Electric and each of its related entities and their respective directors, officers, partners, employees, contractors, agents and advisers for any claim, damage or loss arising in relation to the Services or these Terms shall be the amount of any Commission payable to the Partner under these Terms or A$10,000 (whichever is the lesser amount). No party shall be liable for any indirect or consequential loss or damage suffered in relation to these Terms.

9. General provisions
1.1 No provision of these Terms shall apply to the extent that the application of such provision would constitute a breach of applicable law or regulation.
1.2 If any part of these Terms is or becomes invalid, illegal or unenforceable in any respect then such happening shall not affect or impair the remainder of these Terms in any way.
1.3 These Terms may be amended or altered from time to time by Amber Electric (at its sole discretion).
1.4 No assignment or transfer of any right, entitlement or obligation arising under these Terms may occur without the written consent of Amber Electric.
1.5 The Letter and Terms may be executed in counterparts and electronic or pdf copy of original signatures shall constitute valid and proper execution.  All executed counterparts constitute one document.
1.6 These Terms constitute the entire agreement between Amber Electric and the Partner in relation to the subject matter of these Terms.
1.7 The parties acknowledge and agree that, by virtue of these Terms or otherwise, they shall not enter into a relationship in the nature of employer/employee, franchiser/franchisee or fiduciaries of any kind.
1.8 Each party shall pay its own costs and expenses that may be incurred in relation to these Terms. 
1.9 These Terms are governed by the law of New South Wales, Australia and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales, Australia.

10. Definitions