Affiliate Agreement
Thank you for your interest in promoting and recommending Theratrak Pty Ltd (“Theratrak”) to your clients.
This document sets out the terms of our agreement for you to be an affiliate for both the benefit of your business and Theratrak.
Please read the whole agreement carefully. You agree that this document becomes a legally binding contract between us when you submit your details to request an Affiliate Account with Theratrak to provide you with a personalised affiliate code to use when you refer potential customers to the Theratrak website website.
Definitions:
You - means the Affiliate
Theratrak - means Theratrak Pty Ltd
Clients - means potential customers for Theratrak
Participants - means people accessing therapy services, also known as patients.
Affiliate - means the person or company sharing the unique code to recommend clients to purchase Theratrak subscriptions.
About Theratrak
Theratrak is a digital health company that provides digital health solutions to allied health practitioners to create, monitor and track custom therapy programs for people accessing therapy services. Therapists and clinic owners pay a monthly subscription to licence Theratrak. Therapists have access to a mobile app and web platform. Therapists use the mobile app to create and send custom therapy programs. Therapists use the web platform to track participant progress, customise Theratrak’s activity database and link Theratrk to their case management system. Participants have access to the mobile app for free they can; view and track therapy programs, connect all guardians and support workers and send real-time feedback about therapy treatments and recommendations to their therapist.
Contact Details
Laura Simmons
Theratrak Pty Ltd ABN 95 623 250 821
Email Address laura@theratrak.co
Postal Address – please email for postal address details.
Enrolment as Affiliate
Enrolment is via application, please email laura@theratrak.co to receive your application form.
You will be required to provide your name, business name, ABN, full contact details and PayPal address for payment for affiliate commission payments.
Theratrak reserves the right to refuse any application for any reason whatsoever in Theratrak’s absolute discretion. Applications will be automatically rejected if:
The forms are not complete
if the recipient's website contains images or content that is not acceptable to Theratrak
If the recipient's website content is inconsistent with the image that Theratrak wishes to create in association with its website
if we believe that you or your clients would not benefit from this affiliate relationship,
if there is a lack of shared business values
if there is a risk to Theratrak Pty Ltd’s professional reputation.
Affiliate Management System
The affiliate relationship with Theratrak is managed through Theratrak’s website and Moonclerk.
Affiliate codes are tracked manually by Theratrak staff.
Theratrak is not responsible for paying commissions where the Affiliate code has not been tracked for any reason including where the end-user has forgotten to put in the code.
As an affiliate, you will receive 20% recurring commission on customers you refer for all subscriptions for up to the first 12 months of use of the platform.
The commission is calculated solely on the sale after the 30-day free trial period ends and the client converts to a paying customer and money is recieved by Theratrak.
Where the client you refer under this Agreement chooses to upgrade, the Client will be directed to a different booking process which is expressly excluded from this Agreement.
No commission is payable on any further invoice paid by the client which relates to upgrades of plans.
All payments and all references to payments or money in this Agreement are in Australian dollars.
Theratrak may change this commission rate at any time, including increasing the commission percentage temporarily for promotional periods, from time to time.
At the conclusion of any promotional period, the rate will return to the regular commission percentage under this Agreement.
In order to generate a commission, the referred client must:
Use your unique Moonclerk code (it is your responsibility to ensure that the correct code is provided to the client) AND
Convert to a full paying customer after the 30-day free trial period; AND
Not request a refund within 30 days of their purchase. (Orders that are refunded for any reason whatsoever do not attract a commission payment.)
Commission payments will be made to you quarterly, through PayPal or the account that you specify for EFT (Australian bank transfers only) when you apply to be a Theratrak affiliate. Theratrak does not send payment if the total commission due to the account is not at least $50AUD. Amounts below $50AUD will acrrue to the affiliates account and payment will be made for the quarter when the affiliate total commissions achieve the minimum of $50 AUD. Theratrak reserves the right to amend the minimum commission payment at any time.
It is your responsibility to notify Theratrak of any changes to your contact details, email address or account.
The order price charged to clients includes GST.
Theratrak will be responsible for paying the GST on the whole purchase price charged to the client.
You are responsible for meeting all of your tax obligations in respect of your affiliate income, including paying GST out of your commission if you are registered to do so. Your 20% commission will be calculated on the base subscription price LESS GST.
Australian Consumer Law
Theratrak’s products and services are offered in compliance with Australian Consumer Law. Each product or service package includes a Terms of Purchase document which sets out the applicable refund policies for that product.
Commission on payments processed during the 30-day period before the end of the quarter will be held for the following quarter to ensure the funds are available for a refund if required.
If a client has any problems, difficulties or complaints, this is entirely the responsibility of Theratrak and your commission will not be impacted.
Order delivery and fulfilment
Theratrak is solely responsible for the digital delivery of the Templates purchased from the Theratrak website. Digital delivery of Templates, Template Bundles and products including Terms of Purchase (via download) is triggered immediately upon payment by the Client.
Your obligations as an affiliate
As an affiliate of Theratrak, you agree
You may not supply Theratrak products to your clients by any other means other than by your customised Theratrak affiliate code.
You are not authorised to collect payments from the sale of Theratrak products yourself.
You are not authorised to sell Theratrak products as a reseller through any other means other than using your official affiliate code.
You are not authorised to give away any Theratrak products for any reason whatsoever.
Any breach of this term (1-4) will result in immediate termination of your affiliate relationship with Theratrak, and Theratrak reserves the right to take appropriate legal action.
Customer Service
All clients who purchase products from Theratrak using your affiliate code become a client of Theratrak and are therefore subject to the terms and conditions of working with Theratrak.
There is no client responsibility relationship between you and the purchaser in relation to the subscriptions.
The affiliate commission is a fee paid to you for your recommendation and introduction of Theratrak resulting in a client purchasing from Theratrak.
This fee in no way alters either Party’s autonomy to meet their respective obligations of customer service through their individual businesses.
Theratrak may change terms and conditions, business processes, available products and services or prices at any time. You will be notified where any such change is likely to affect our current affiliate agreement.
Unacceptable Behaviour
Theratrak has a professional responsibility to maintain good standing in both the local and online community and therefore cannot be affiliated with any person who is found to be conducting themselves in a manner that is personally and socially offensive or seen to be advocating violence, discrimination of any kind, or engaging in illegal activity.
You agree that while this affiliate relationship is a means for you to benefit your clients by enabling them to access digital health products for their business, engaging in spam email or other forms of internet abuse including spamming forums, blogs, Twitter, Facebook, or other social media) as a means to market, advertise or solicit sales is strictly prohibited and will result in the termination of this Agreement.
Spam means:
Emails and email campaigns to people with whom you do not have an existing commercial or personal relationship
Emails and email campaigns to people who have not consented to receive marketing information and material from you through a properly compliant opt-in subscription
Posting irrelevant and off-topic message posts in Facebook groups without consideration of the group rules or theme days
Cold private messaging people with the intention to sell the products is the subject of this Agreement.
Posts and comments on all social media, emails, and personal calls and letters that include unsolicited attempts to sell to the recipient
You may not use your affiliate links to gain commission on your own purchases of Theratrak products.
However, if you wish to purchase any Theratrak products for your own use, please email laura@theratrak.co and you will be provided with an affiliate discount code of 25% off the full price.
Our Relationship
This agreement does not create any partnership, joint venture, agency, franchise, sales representative or employment relationship between you and Theratrak. Both parties are independent contractors in this affiliate relationship.
You understand and agree
You have no authority to make or accept any offers or representations on behalf of Theratrak.
You must not make any statement, whether on your website or in any other form, that would reasonably lead clients or members of the public to believe that you do have this authority.
Intellectual Property
You may use wording and imagery from Theratrak’s website when directly promoting the templates.
You understand and agree:
These images and copies and any other design resources remain the property of Theratrak; and
Your right to use them is limited to the term of this agreement and for the purposes set out in this agreement.
Your right to use them is non-exclusive; and
These images and copies and any other design resources are non-transferable and may not shared with another party for any reason;
These images and copies and any other design resources are provided to you royalty-free for the term of this agreement and for the purpose set out in this agreement only.
You acknowledge that Theratrak is the sole owner of the copyright in the products and services that are being sold under this agreement and that you have had no part in their creation.
Term and Termination
This agreement begins when you are issued with your affiliate code and will end when it is terminated by either party.
Either party may terminate this agreement at any time, by giving written notice to the other for any reason. Disclosure of reason is appreciated but not necessary.
On termination of this agreement, all licenses to use Theratrak intellectual property and branding immediately cease.
You must remove any element of Theratrak branding from your website, or anywhere else that it is displayed within 7 days of termination.
A final commission payment (if applicable) will be made on the next quarterly payment cycle.
Limitation of Liability
Theratrak is not liable for any damage or financial loss of any kind arising in connection with this agreement or your role as an affiliate, even if Theratrak had the knowledge or should reasonably have suspected that this damage or loss may occur. In any event, Theratrak’s entire liability arising in respect of this agreement or affiliate relationship will not exceed the total commission
paid or payable to you under this agreement.
In undertaking your role as an affiliate, you understand and agree
there is no guarantee that you will earn any income from this relationship.
Theratrak has no control over or responsibility for Squarespace or Moonclerk.
Theratrak cannot guarantee that the operation of the website or the affiliate codes provided to you will be uninterrupted or error-free.
If there is a failure of service through our website, every effort will be made to correct or mitigate the issues arising, however, Theratrak cannot be held responsible for any consequences that result from interruptions or errors in the service of these third parties.
Dispute Resolution
The services of Theratrak are located in Sydney and this agreement is subject to the governing law of New South Wales, Australia.
If you have any issue or complaint arising out of this Affiliate Agreement, all parties agree to make a genuine effort to resolve any issues through discussion and negotiation.
If we are unable to resolve a dispute by negotiation and discussion within 14 days, we agree to proceed to mediation with the assistance of an accredited mediator and we agree to share the costs of mediation equally.
If we cannot agree on a mediator, we will request a mediator to be appointed by the New South Wales Law Society.
Litigation is to be considered as a last resort and may not be commenced until, in the opinion of the accredited mediator, the potential for negotiation and mediation has been exhausted.
We agree that any dispute or issues will be confidential between the parties and the mediator and both Parties will refrain from discussing any dispute or related issues or referring to each other in a disrespectful manner on any social media or public forum. This is to protect both parties’ professional reputations and relationships.
Other Matters
If any part of this agreement cannot be enforced for any reason, that part of the agreement is severed and will not affect the rest of the agreement.
Agreement
This document represents the whole agreement between you and Theratrak and replaces any earlier agreements, undertakings or conversations.
Theratrak may modify this agreement or any of its terms at any time will notify you of any such modifications by providing you with a new copy of this agreement. If you do not agree with any of the modifications, you are invited to discuss your concerns or terminate the affiliate relationship in accordance with the terms of this agreement, if you feel your concerns have not been resolved to your satisfaction.
Failure to provide written notice of termination in accordance with this agreement resulting in your continued participation as an affiliate of Theratrak will be considered evidence of your acceptance of the modified terms.
By proceeding with your application to be an affiliate you are deemed to have read and accepted this Affiliate Agreement and agree to be bound by the terms and conditions contained within it.
