Kounta Specialist Terms & Conditions
The Kounta Specialist Program has been designed for POS Gurus, Cloud Integrators and IT Specialists who wants to add and promote Kounta as part of your mix of services.
Kounta provides certain products and services relating to the Kounta Platform of Sale (the “Service”).
By holding a Kounta account, submitting an application and being certified for the Kounta Specialist (“Specialist”) Program (“Program”) You agree to be bound by the following terms and conditions (“Terms”) by which Kounta will provide You with rights to market the Service to customers.
This Agreement is made between Kounta™ (“Kounta”, “us”, “we” or “our”) and You, or, if You represent an entity or other organization, that entity or organization (in either case “You” or “Your”).
Any referred end-user customers (“Customer”) will be subject to the Terms and Conditions at www.kounta.com/terms upon accessing the Service.
Kounta reserves the right to update and change this Agreement from time to time and without notice. You can review the most current version of the Agreement at any time at the link to this agreement in the partner resources section of your Kounta account.
1. Your application and registration
1.1 Subject to clause 1.2 below, these Terms will come into effect when You complete the following steps (Certification Steps):
(a) You complete and submit the Kounta Specialist Partner Certification.
(b) We certify You.
1.2 Once You successfully complete the Specialist Certification and We certify You, You will become a Specialist and can begin to source Customers and earn Commission (as set out below). Your Specialist Certification will expire at the end of each year on the anniversary of the day these Terms come into effect. To renew Your Specialist Certification for another year, You must repeat the Certification training, and You must meet the criteria set out in clause 5.7 below.
1.3 We reserve the right to accept or decline any individual or organisation from becoming a Specialist.
2. You as a Specialist
2.1 Once You successfully complete the Specialist Certification and We certify You, we’ll appoint You as our non-exclusive certified Specialist to market the Service to third parties under the Program. In accordance with our reasonable requirements and directions You will source new customers for us (Kounta Customers) and provide the first line of product support in respect of those Kounta Customers.
2.2 We authorise You to:
(a) market and promote our products;
(b) provide support to Your Kounta Customers in respect of our products;
(c) use our trademarks strictly in Your capacity as Specialist (and in this respect we grant You a limited, revocable, non-exclusive and non-transferrable license to use and display our trademarks).
3. Our obligations
3.1 In order to enable You to fulfil Your role as our Specialist, we will:
(a) provide You and any other members of Your organisation team with relevant training on the products that we provide in order to maximise the benefits of the Program to each of us (as further set out in clause 1.2 above);
(b) provide You with a free account to use for demonstrations to potential Kounta Customers for the term of our relationship;
(c) list You as an Specialist in the Specialist listing;
(d) provide You with priority assistance from our Partner support team (at our discretion and to the extent reasonably practicable) in relation to potential Kounta Customers and other assistance that You may reasonably require under the Program.
(e) provide You with partner resources to share Kounta, create a new account on behalf of Your Kounta Customers and track the commission You are earning from these Kounta Customers.
4. Your obligations
4.1 In relation to Your role as Specialist under the Program You are required to:
(a) provide the first level of contact and support to Your Kounta Customers at standards no less than we provide to our Kounta Customers (taking into account, at our discretion, the resources of Your organisation) and as otherwise determined by us. Only if You are unable to properly provide the necessary support to Your Kounta Customers should they contact us.
(b) at all times work diligently to protect and promote our interests and to act loyally and faithfully towards us in all matters;
(c) act in an orderly and businesslike manner and to comply with all relevant laws and regulations;
(d) ensure that at least one person within Your organisation has current Certification as an Specialist at all times;
(e) hold any:
(i) goodwill generated for our business under the Program; and
(ii) intellectual property created in relation to the Program or our business,
as bare trustee for us; and
(f) notify us:
(i) of any suspected infringement of our intellectual property and take such reasonable action as we may direct, at our expense, in relation to such infringement; and
(ii) if You believe we may be marketing or providing our products, or otherwise conducting our business, in breach of Your local laws or regulations.
4.2 In Your role as Specialist You must not:
(a) use any of our intellectual property except in the course of the Program, nor cause or permit anything which may damage or endanger our intellectual property or our title to it (including assisting or allowing others to do the same);
(b) pledge our credit in any way or commit us to any contractual obligation without our prior written consent;
(c) market our products via facsimile, telemarketing, spyware, malware, viruses or other forms of marketing that could potentially harm our business, or as may be communicated by us from time to time;
(d) enrol in the Program for the purpose of using our products for Yourself (nor do so at any time during the Program); and
(e) make any representations or give any warranties on our behalf to any third parties (except to the extent we may consent to in writing).
5. Payments to You
5.1 For as long as You remain an Specialist and comply with these Terms You will earn commission on a monthly basis (Commission).
The Commission is 20% of the gross monthly subscriptions (Subscriptions) that we receive from Your Kounta Customers.
5.2 You acknowledge that monthly subscriptions payable to us by Your Kounta Customers will differ between Kounta Customers depending on their Kounta Subscription.
5.3 We will pay You the Commission within 30 days from when Your Kounta Customers pay us their Subscriptions and once the Commissions due to You reach USD$150. Subscriptions are due from Your Kounta Customers 30 days after the Kounta Customer signs up and on a monthly basis thereafter.
5.4 We will pay Your Commission as a deposit to Your PayPal account. If You do not have a PayPal account, You will need to set one up.
5.5 The Commission is inclusive of all applicable taxes and duties and we reserve the right to alter our product pricing and the Commission, at our discretion, upon 15 days notice in writing to You and Your Kounta Customers. Details of our current pricing plans can be found here –www.kounta.com/pricing.
5.6 We reserve the right to disqualify and disregard any Commission that we believe (in our absolute discretion) to be earned through fraudulent, illegal, questionable or other methods that may be in breach of these Terms.
5.7 A minimum number of paid customers is required to renew Your Specialist certification:
• 0-12 Months : Minimum of 1 customers per month so 12 paid customers within the first 12 months.
• +12 Months : Minimum of 2 customers per month so 24 new paid customers per year.
6. The term of our relationship
6.1 Either of us may terminate these Terms and Your participation in the Program by giving one month prior notice in writing to the other. We may also terminate these Terms and Your participation in the Program immediately should You fail to pay Your annual registration fee by the date due or fail to renew Your Specialist Certification on time, or should we believe, in our absolute discretion, that You are either in breach of these Terms, that the standing or reputation of our business or products is at risk or if we believe such termination to be in the best interests of our business generally.
6.2 Once Your participation in the Program ends:
(a) Your Kounta Customers become our customers and You will not be entitled to any further Commissions other than those owed to You at that time; and
(b) You must:
(i) remove any and all of our intellectual property from Your website, business premises, stationery and other property within 15 days;
(ii) cease using our intellectual property;
(iii) return to us any property (including intellectual property) which we have supplied to You, together with any records relating to Your role as Specialist that we may reasonably request; and
(iv) not solicit any of our customers (including Your former Kounta Customers) or our former customers with the intent of taking their custom without our prior written consent.
7. Our liability
7.1 We are not liable (whether in contract, tort (including negligence) or otherwise) for any indirect, incidental, special or consequential damages You may suffer, and any loss of profits, whether direct or indirect, resulting from You acting in Your role as Specialist, including as a result of affiliate tracking failures, loss of database files, and any party intending to harm or compromise the Program or its systems.
7.2 We do not make any expressed or implied warranties with respect to the Program or our products and any use of our products by You or Your Kounta Customers is subject to our terms and conditions as set out at http://www.kounta.com/terms (Terms and Conditions).
7.3 You indemnify us and keep us indemnified from and against any and all loss, damage or liability (whether criminal or civil) suffered (including any legal fees and costs incurred by us) resulting from any act or omission made by You as our Specialist or any breach by You of these Terms.
8. Other terms and further information
8.1 We both agree to treat the terms of our relationship as confidential provided that we may disclose the general nature of Your role as Specialist to any Kounta Customers or potential Kounta Customers as may be necessary and where disclosure is required by law.
8.2 Your role as Specialist is as our independent contractor. Notwithstanding Your title of “Specialist”, nothing in these Terms creates a partnership, joint venture, agency, franchise, sales representative, or employment relationship between us.
8.3 If we do not exercise a right we may have under these Terms it does not mean we are waiving that right.
8.4 You may not transfer Your role as Specialist, or any of Your rights and obligations under these Terms without our prior written consent.
8.5 We reserve the right to amend these Terms from time to time without notice and Your continued enrolment in the Program constitutes Your consent to any changes. You can review the most current version of the Agreement at any time at the link to this agreement in the partner resources section of your account.
8.6 Our Terms and Conditions are incorporated into and supplement these Terms except to the extent they are negated by, or are inconsistent with these Terms, in which case these Terms will prevail.
8. Governing Law
These terms and conditions and any contract to which they apply are governed by the laws of the State of New South Wales in Australia. You irrevocably agree to submit to the non-exclusive jurisdiction of the courts of the State of New South Wales, for the purpose of resolving any dispute relating to the Terms.