This Affiliate Network Agreement (the “Agreement”) is made and entered into by and between Internet Law Pty Ltd (ACN 130 464 574) as trustee trading as Law Tram (hereinafter referred to as “Law Tram”), and the affiliate (hereinafter referred to as the “Affiliate”).
WHEREAS, Law Tram operates a platform that connects potential clients to Australian legal practitioners;
WHEREAS, the Affiliate desires to refer legal partners and clients to Law Tram and earn commissions as set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:
1. Definitions:
• “Legal Partner” refers to any legal professional or firm referred to Law Tram and registered on the Law Tram platform by the Affiliate.
• “Client” refers to any individual or entity referred to Law Tram by the Affiliate who subsequently is legally represented by the Legal Partner.
• “Commission” refers to the payment made by a Legal Partner or Client to Law Tram for legal services facilitated through the Law Tram platform.
2. Affiliate Obligations:
• The Affiliate shall disclose their relationship with Law Tram to potential Legal Partners and Clients and obtain their informed consent regarding the referral program, including the specific percentage of referral fees paid by Law Tram to the Affiliate.
• The Affiliate agrees to comply with all applicable laws and regulations in the conduct of their activities under this Agreement.
• The Affiliate must adhere to the Code of Conduct as outlined in Appendix A of this Agreement.
- The Affiliate must not refer any client or legal partner if there is an actual or possible conflict of interest between the Affiliate and the party referred.
3. Method of Acceptance of Referrals:
• The sole method of acceptance of a referral by Law Tram is that the Legal Partner or Client must arrive at the Law Tram platform and register an account originating from a specific URL provided by Law Tram to the Affiliate. No other form of evidence will be accepted as evidencing a link between an Affiliate and a Legal Partner or Client.
4. Commission Structure:
• For a Legal Partner referred to Law Tram by the Affiliate, the Affiliate will be paid a commission equal to 20% of the total commissions paid by that Legal Partner to Law Tram within only the first 12 months of their engagement.
• For a Client referred to a Legal Partner of Law Tram by the Affiliate, the Affiliate will be paid a commission of 20% of the commission from that Client’s first matter only.
• Commissions are inclusive of GST and any other applicable taxes.
• If an Affiliate refers both a Legal Partner and a specific Client for whom that Legal Partner pays a commission to Law Tram, the Affiliate will receive commissions for both referrals as per the terms above.
5. Payment of Commissions:
• Commissions will be calculated and paid quarterly.
• Law Tram reserves the right to withhold or delay payment of any commissions subject to dispute or verification of the referral.
6. Disclosure of Affiliate Rewards:
• The Affiliate consents to Law Tram disclosing information about the Affiliate rewards paid to the Affiliate for particular matters without requiring further permission from the Affiliate.
7. Prohibited Referrals:
• The Affiliate is prohibited from referring any personal injury related matters that have a connection to the state of Queensland, Australia. This includes, but is not limited to, referrals where the payment of referral fees for legal matters relating to personal injuries is banned under Queensland legislation, such as matters under the Motor Accident Insurance Act 1994, the Workers’ Compensation and Rehabilitation Act 2003, Personal Injuries Proceedings Act 2002 and other relevant statutes and regulations.
8. Term and Termination:
• This Agreement shall commence on the Effective Date and shall continue until terminated by either party with a 30-day written notice.
• Law Tram reserves the right to terminate this Agreement immediately in the event of any breach by the Affiliate.
• In the event of a breach of clause 7 above by the Affiliate, Law Tram may cancel all accrued commissions and terminate this agreement and close the Affiliate’s account immediately.
9. Confidentiality:
• Both parties agree to keep confidential any proprietary information received during the term of this Agreement.
10. Indemnification:
• The Affiliate agrees to indemnify and hold harmless Law Tram from any claims arising out of their actions or omissions in violation of this Agreement.
11. Governing Law:
• This Agreement shall be governed by and construed in accordance with the laws of Victoria, Australia.
12. Electronic Agreement
- This Agreement is an electronic contract that sets out the legally binding terms of the Affiliate’s participation in the Law Tram Affiliate Network. This Agreement is deemed to be in “writing” and to have been “signed” by both parties at the time the Affiliate accepts this Agreement in accordance with the Electronic Transactions Acts of the Australian States and Territories or the Commonwealth.
13. Entire Agreement:
• This Agreement constitutes the entire agreement between the parties and supersedes all prior communications, understandings, or agreements.
Appendix A: Code of Conduct for Affiliates
This Code of Conduct outlines the standards and expectations for the behavior and practices of affiliates (the “Affiliates”) of Law Tram Pty Ltd. (“Law Tram”). All Affiliates are required to adhere to this Code of Conduct as a condition of their participation in the Law Tram Affiliate Network.
1. Professional Conduct:
• Affiliates must conduct themselves in a professional manner at all times.
• Affiliates should represent Law Tram in a positive and respectful manner.
2. Transparency and Disclosure:
• Affiliates must fully disclose their relationship with Law Tram to potential Legal Partners and Clients.
• Affiliates must clearly communicate the nature of the referral program and the specific percentage of referral fees they receive from Law Tram.
3. Informed Consent:
• Affiliates must obtain informed consent from potential Legal Partners and Clients regarding the referral program.
• Consent must be obtained in a manner that is free from coercion and undue influence.
4. Compliance with Laws and Regulations:
• Affiliates must comply with all applicable laws, regulations, and guidelines in the conduct of their referral activities.
• This includes adherence to data protection and privacy laws.
5. Prohibition of Coercion:
• Affiliates must not coerce, unduly influence, or pressure any individual or entity to use Law Tram’s services.
• All referrals should be made based on the merits of Law Tram’s services and the needs of the potential Legal Partner or Client.
6. Prohibited Referrals:
• Affiliates are prohibited from referring any personal injury related matters that have a connection to the state of Queensland, Australia.
7. Confidentiality:
• Affiliates must respect and maintain the confidentiality of any proprietary or sensitive information related to Law Tram, its Legal Partners, Clients, and their affairs.
8. Conflict of Interest:
• Affiliates must avoid any actions or situations that could create a conflict of interest with Law Tram or adversely affect Law Tram’s reputation.
9. Reporting and Communication:
• Affiliates must provide accurate and honest reports regarding their referral activities.
• Affiliates should maintain open and transparent communication with Law Tram.
10. Sanctions for Non-Compliance:
• Non-compliance with this Code of Conduct may result in termination of the Affiliate Agreement, forfeiture of commissions, and possible legal action.
Affiliates are expected to review and understand this Code of Conduct thoroughly. Adherence to these standards is essential for maintaining a trustworthy, ethical, and legally compliant affiliate network.