Referral Partners Terms and Conditions – Canada

Our agreement with you

These terms and conditions (the Referral Terms) detail our responsibilities as a service provider and your responsibilities as a referral partner to Employment Hero.

These Referral Terms are important. By referring businesses for Employment Hero products or services or using the Partner Portal, you agree to these Referral Terms. If you don’t agree with these Referral Terms, then you must not refer businesses for Employment Hero products or services.

This version of the Referral Terms take effect as of 17 March 2026. You can see our previous terms & conditions here.

1. Who ‘we’ are

When we say ‘Employment Hero’, ‘us’, ‘our’ or ‘we’ in these Referral Terms, we’re referring to Employment Hero Pty Ltd and its affiliates.
Depending on where your business is registered, these Referral Terms will apply between you and a specific Employment Hero Affiliate, as set out below:

2.1.

if you are registered in Australia or anywhere else other than in the jurisdictions specified below – Employment Hero Pty Ltd (ABN 11 160 047 709);

2.2.

if you are registered in Malaysia – Employment Hero Sdn Bhd (Company number 202201013362);

2.3.

if you are registered in New Zealand – Employment Hero NZ Ltd (NZBN 9429051216139);

2.4.

if you are registered in Singapore – Employment Hero Pte Ltd (Company number 202135719C);

2.5.

if you are registered in the United Kingdom – Employment Hero (UK) Limited (Company number 12861071); and

2.6.

if you are registered in Canada – Humi Holdings Corp (Business Number 783101694).

2. Who ‘you’ are

When we say ‘you’, ‘your’ or ‘Referral Partner’ in these Referral Terms, we’re referring to the business named in your Partner Portal account, together with the users that access that business’ Partner Portal account.

3. Other defined terms and rules for interpreting these Referral Terms

When capitalised in these Referral Terms, words defined in bold or listed below have a specific meaning:

1.1.

Active Referral Partner means a Referral Partner that has made at least one Qualifying Referral during the previous 24 months.

1.2.

Additional Terms means any terms agreed between the Referral Partner and Employment Hero, as contained in the Referral Partner’s Partner Portal account.

1.3.

Affiliate means, in relation to a person, any other person that (directly or indirectly) controls, is controlled by or is under common control with such person.

1.4.

Branding Materials means Intellectual Property Rights including materials, logos, trade marks and designs relating to a party’s brand or products that such party provides to the other party for the purpose of these Referral Terms.

1.5.

Business Day means a day on which banks are open for business excluding Saturdays, Sundays and public holidays in the jurisdiction of the Employment Hero Affiliate you contract with..

1.6.

Global Teams means the employer of record services provided by Employment Hero and its Affiliates.

1.7.

Intellectual Property Rights means all rights of any kind, in any jurisdiction, subsisting now or in the future (including, without limitation, business, company or trade names, domain names, patents, inventions, copyright, design rights, know-how, trade marks, the right to sue for passing off and rights to use, and protect the confidentiality of, confidential information), whether registered or unregistered, and including the rights to apply for or renew the registration of any such rights and any rights the subject of any lapsed application or registration.

1.8.

Personal Data has the meaning given to it in the applicable Privacy Laws, and if not defined in the applicable Privacy Laws means any information relating to an identified or identifiable natural person and an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

1.9.

Privacy Laws means (each, as amended or replaced from time to time):

1.9.1.

in all jurisdictions (because Employment Hero is headquartered in Australia) the Australian Privacy Act 1988 (Cth);

1.9.2.

in Malaysia, the Personal Data Protection Act 2010;

1.9.3.

in New Zealand, the Privacy Act 2020 (NZ);

1.9.4.

in Singapore the Personal Data Protection Act 2012 (No. 26 of 2012);

1.9.5.

in Canada, the Personal Information Protection and Electronic Documents Act, SC 2000, c 5 (PIPEDA) and any substantially similar provincial privacy legislation;

1.9.6.

in the United Kingdom, the GDPR as applicable as part of UK domestic law by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (as amended); and

1.9.7.

any other law (to the extent that such legislation applies to the parties or any other recipient of the Personal Data) from time to time in force in any jurisdiction which affects privacy, personal information or the collection, handling, storage, processing, use or disclosure of data.

1.10.

Referral Partner Agreement means the written agreement between Employment Hero and the Referral Partner relating to the Referral Partner’s referrals of the Services (if any).

1.11.

Representative means a director, officer, employee, agent, contractor or professional adviser of a party or of any of that party’s Affiliates.

1.12.

Sales Taxes means:

1.12.1.

in Australia, New Zealand and Singapore, GST,

1.12.2.

in Malaysia, SST,

1.12.3.

in the UK, VAT,

1.12.4.

in Canada, GST/HST, PST, QST, and any other applicable federal or provincial sales taxes, and

1.12.5.

in all jurisdictions, any other tax on the sale of goods or services that applies to amounts paid under this agreement and depends on the Referral Partner’s registration status in the relevant jurisdiction.

1.13.

Services means the cloud-based human resources and payroll software provided by Employment Hero across its Employment OS tiers, the Global Teams service, and optional upgrades offered for the Employment OS tiers, together with any other services from time to time offered by Employment Hero and which Employment Hero, by updating the list of Eligible Products in the Tier & Commission Policy in the Partner Portal, includes within the scope of these Referral Terms.

In these Referral Terms:

2.1.

headings are for convenience only;

2.2.

the singular includes the plural and vice versa;

2.3.

“including” and similar words are not used as, nor are they intended to be interpreted as, words of limitation; and

2.4.

a reference to:

2.4.1.

a person includes a natural person, body corporate, unincorporated body or other body corporate;

2.4.2.

a party includes its successors and permitted assigns; and

2.4.3.

conduct includes any omissions, statements or undertakings, whether or not in writing.

4. Priority of terms

These Referral Terms incorporate the terms of any Referral Partner Agreement signed between you and us, together with any Additional Terms contained in your Partner Portal.
In using the Partner Portal, you also accept and agree to be bound by the EH Platform Terms that apply to all of our websites and platforms.
If there is any inconsistency between any of the EH Platform Terms, your Referral Partner Agreement, these Referral Terms and any Additional Terms, then (to the extent of the inconsistency):

3.1.

the terms of your Referral Partner Agreement will take priority over these Referral Terms;

3.2.

any Additional Terms will take priority over these Referral Terms; and

3.3.

these Referral Terms (incorporating your Referral Partner Agreement and any Additional Terms) will take priority over the EH Platform Terms.

5. Changes to the Services and Referral Terms

From time to time, we may decide to make changes to the features or functionality of the Partner Portal, the Services or Eligible Products or change or replace any part of these Referral Terms by posting updated or amended terms to the Partner Portal or otherwise notifying you of the changes in your account. Please check your Partner Portal account for changes.
Generally, we will try to give you reasonable notice of material changes to the EH Referral Terms that we determine may adversely affect your rights before they become effective, unless we need to make changes immediately for reasons we can’t reasonably control (like a legal requirement).
If the change to the Partner Portal, the Services or Eligible Products or these Referral Terms is unacceptable to you, you may terminate your account in accordance with these Referral Terms. If you continue to refer to us or use the Partner Portal after any amended terms become effective, you agree to be bound by the amended terms.

6. When do referrals qualify for Referral Incentives?

Only referrals that are Qualifying Referrals, of Prospective Customers, for Eligible Products can receive Referral Incentives. Each of these terms has a specific meaning, as set out below.
Eligible Products means the Services listed as Eligible Products in the Tier & Commission Policy page of the Partner Portal from time to time.
Qualifying Referral means a referral of the Services made to a Prospective Customer by the Referral Partner, where:

3.1.

the Referral Partner has promoted and discussed Employment Hero as a potential solution to the Prospective Customer’s business and has provided relevant information about Employment Hero to the Prospective Customer;

3.2.

the Referral Partner has submitted the mandatory details of the Prospective Customer to Employment Hero through the Partner Portal;

3.3.

the Prospective Customer has subscribed to receive one or more of the Eligible Products from Employment Hero through the Employment Hero sales team; and

3.4.

the Prospective Customer has made their first payment for an Eligible Product to Employment Hero.

Prospective Customer means a business, that is not:

4.1.

a customer of Employment Hero; or

4.2.

a business that Employment Hero is or has been in discussions or negotiations with for provision of any Services by Employment Hero; and

4.3.

that has been referred to Employment Hero through the Partner Portal for any Services.

The Referral Partner must provide Prospective Customer details to Employment Hero through the Partner Portal before the Prospective Customer makes first contact with Employment Hero.
If a Prospective Customer is referred by more than one Referral Partner to Employment Hero, then Referral Incentives will only be payable in respect of the first referral that is submitted through the Partner Portal.

7. What Referral Incentives are payable for Qualifying Referrals:

Your Referral Incentive is based on your Partner Tier, which is displayed on the Home Page of your Partner Portal account. Your starting Partner Tier will be displayed when you first log in to the Partner Portal.
The Referral Incentive for each Qualifying Referral you make is based on your Referral Incentive Rate in place at the time you submit the referral in the Partner Portal. For each Qualifying Referral (other than for Global Teams, where applicable), your Referral Incentive Rate may include:

2.1.

a first year rate. For the first 12 months starting from the date you first accept the Referral Terms and Conditions, your Referral Incentive is a commission equal to your first year rate multiplied by the value of the Eligible Products contained in the subscription fee (excluding Sales Taxes) that is received by Employment Hero; and

2.2.

an ongoing rate. After the period of the first year rate expires, your Referral Incentive for the Qualifying Referral is a commission equal to your ongoing rate multiplied by the value of the Eligible Products contained in the subscription fee (excluding Sales Taxes) that is received by Employment Hero.

For Global Teams, where applicable, your Referral Incentive for each Qualifying Referral is a commission equal to 1 month’s management fee for the Global Teams service (excluding Sales Taxes) received by Employment Hero, payable after the referral becomes a Qualifying Referral.
Employment Hero may change the Referral Incentive Rate or Partner Tier from time to time with notice to you. Changes apply to new Prospective Customers submitted after the date on which the changes are notified to you. Changes made to your Referral Incentive Rate or Partner Tier will not affect the Referral Incentive payable in respect of Qualifying Referrals that have been submitted through the Partner Portal before the change.
Referral Incentives will only be payable in respect of a Qualifying Referral until the earlier of:

5.1.

the date on which the Qualifying Referral customer ceases to hold a paid subscription for Eligible Products; and

5.2.

the date on which you cease to be an Active Referral Partner.

When submitting a referral in the Partner Portal, if you choose to offer a discount to a Prospective Customer rather than receive a Referral Incentive, then:

6.1.

Employment Hero agrees to offer that Prospective Customer a discount on the price of the Eligible Products contained in their first year’s subscription equal to your first year Referral Incentive Rate; and

6.2.

you will not be eligible for any Referral Incentive in respect of that Prospective Customer.

8. Term of appointment and exclusivity

The Term of these Referral Terms commences on the date on which they are accepted by the Referral Partner, and continues until terminated under the termination clause below.
During the Term, Employment Hero appoints the Referral Partner on a non-exclusive basis to make Qualifying Referrals in favour of Employment Hero.
For the avoidance of doubt the parties acknowledge that these Referral Terms are not intended to restrict either party from entering into any arrangements similar to them with any other person.

9. Responsibilities

During the Term, the Referral Partner must:

1.1.

use its best endeavours to promote Employment Hero and its Services and make Qualifying Referrals during the Term;

1.2.

obtain consent from the Prospective Customer before disclosing details about the Prospective Customer to Employment Hero in accordance with any applicable Privacy Laws;

1.3.

not negotiate any terms that apply to the Services with a Prospective Customer;

1.4.

not make any representations or warranties about the Services that purport to bind Employment Hero;

1.5.

comply with all laws that apply to these Referral Terms, including those relating to preventing modern slavery, bribery and corruption, and in addition, all reasonable instructions of Employment Hero relating to these Referral Terms;

1.6.

where required, ensure that the business, banking and tax registration details provided in the Partner Portal (including GST/VAT registration status and number) remain accurate and current, and notify Employment Hero within 5 Business Days of any change; and

1.7.

not allow its interests to conflict with its responsibilities under these Referral Terms.

Employment Hero agrees to pay the Referral Incentive to the Referral Partner under the “Payment process” clause below.
During the Term, the Referral Partner must nominate a Representative to be the primary point of contact for Employment Hero. The first Representative to accept these Referral Terms on behalf of the Referral Partner will be nominated as the initial primary contact. The Referral Partner may update this Representative’s details or change its nominated Representative by notifying Employment Hero in writing.

10. Payment process

Reporting of Qualifying Referrals and payment of Referral Incentive for partners who have advised they are GST or VAT registered.

1.1.

A monthly summary detailing the quantity of Eligible Products sold and the total Referral Incentive payable to the Referral Partner for the relevant month will be available in the Partner Portal within 15 Business Days of the end of each month (Monthly Summary).

1.2.

By accepting these Referral Terms, the Referral Partner authorises Employment Hero to issue Recipient Created Tax Invoices (RCTIs) or the equivalent self-billed invoices permitted under applicable law for any Referral Incentive payable under these Terms. The Referral Partner must not issue its own tax invoices for those payments and must promptly (and in any event within 5 Business Days) notify Employment Hero if its GST/VAT registration details or status change.

1.3.

Employment Hero will pay the Referral Partner the total amount of Referral Incentive listed on the Monthly Summary on or about the 15th day of the following month.

1.4.

For each Qualifying Referral, the Referral Incentive will be paid in accordance with the following schedule:

1.4.1.

The first payment will be made in the monthly payment cycle following the Qualifying Referral and will include an upfront amount equal to 3 months of the Referral Incentive, representing 25% of the total Referral Incentive;

1.4.2.

The remaining balance of the Referral Incentive will be paid in equal monthly instalments over the following 11 months.

1.5.

Employment Hero may withhold or suspend payment of any Referral Incentive while the Referral Partner’s tax-registration information is incomplete, invalid or unverified.

1.6.

If the Referral Partner disputes all or a portion of the Monthly Summary, then the parties will first work in good faith to resolve the dispute within 5 Business Days. If the parties cannot resolve the dispute, then Employment Hero may suspend or terminate these Referral Terms immediately by notice to the Referral Partner.

1.7.

For Referral Partners registered in Canada, part 10.2 (Reporting of Qualifying Referrals and payment of Referral Incentive for partners who are not registered for GST or VAT) applies, regardless of whether the Referral Partner is registered for Sales Taxes, and part 10.1 does not apply.

Reporting of Qualifying Referrals and payment of Referral Incentive for partners who have advised they are not GST or VAT registered.

2.1.

Within 15 Business Days of the end of each quarter, Employment Hero will provide a report to the Referral Partner detailing the quantity of Eligible Products sold and the total Referral Incentive payable to the Referral Partner for that quarter (Quarterly Summary).

2.2.

Within 5 Business Days of receiving the Quarterly Summary, the Referral Partner will reconcile the information in the Quarterly Summary with its own records and respond to either accept or dispute the Quarterly Summary. If the Referral Partner accepts the Quarterly Summary, it will provide an invoice to Employment Hero for the relevant Fees.

2.3
.

If the Referral Partner accepts the Quarterly Summary and provides an invoice, then Employment Hero will pay the Referral Partner the total amount of Referral Incentive listed on the Quarterly Summary within 14 Business Days receiving the Partner’s invoice.

2.4.

For each Qualifying Referral, the Referral Incentive will be paid quarterly in arrears over 12 months, in equal instalments by bank transfer to the account nominated by the Referral Partner on its invoice.

2.5.

If the Referral Partner disputes all or a portion of the Quarterly Summary, then the parties will first work in good faith to resolve the dispute within 5 Business Days. If the parties cannot resolve the dispute, then Employment Hero may suspend or terminate these Referral Terms immediately by notice to the Referral Partner.

2.6.

Notwithstanding anything else in this clause 10, where the Referral Partner is registered in Canada:

2.6.1.

Referral Incentives are calculated by Employment Hero in accordance with these Referral Terms and the Tier & Commission Policy;

2.6.2.

Referral Incentives are paid monthly in arrears within 31 days of the end of the month in which the relevant Qualifying Referral is recorded as closed in Employment Hero’s systems;

2.6.3.

the Referral Partner is not required to issue an invoice in order to receive payment of a Referral Incentive; and

2.6.4.

If the Referral Partner considers that a Referral Incentive paid under this clause 10.2.6 has been incorrectly calculated or paid, the Referral Partner must notify Employment Hero in writing within 30 days of payment, and the parties will work in good faith to resolve the issue, with any agreed adjustment reflected in a subsequent payment.

Payment terms

3.1.

Referral Incentives will be paid only in the currency of the jurisdiction in which the Referral Partner’s business is registered. Where a Referral Incentive arises from a referral in another jurisdiction, Employment Hero may convert the amount to the Referral Partners’ local currency at the rate of exchange as at the date on which Employment Hero makes payment, as provided by the payment facility used by Employment Hero.

3.2.

Employment Hero may deduct any amount due and payable from the Referral Partner to Employment Hero from amounts otherwise due and payable to the Referral Partner under or in connection with these Referral Terms.

Payment is exclusive of Sales Taxes and other taxes

4.1.

Unless otherwise stated in the definition of Referral Incentive, all amounts payable for supplies made under these Referral Terms are exclusive of Sales Taxes or other taxes (if any). If a supply is a taxable supply, all amounts payable or other consideration provided must be increased by the amount of Sales Taxes or other applicable tax payable in relation to that supply.

Eligible Products

5.1.

A Prospective Customer must purchase one or more Eligible Products and commit to a minimum contract term of 12 months (or 6 months in respect of Global Teams, where applicable) for any Referral Incentive to be payable in respect of that Prospective Customer. The Referral Incentive will only be payable for the first purchase made by the Prospective Customer and will not include any upsells and free periods based on any promotions.

Errors and Clawbacks

6.1.

If there is an error or overstatement in the Partner Report that has resulted in an overpayment, Employment Hero has the right to deduct the overpayment from future payments. If a Prospective Customer cancels their subscription before the minimum term (12 months for Eligible Products excluding Global Teams, and 6 months for Global Teams, where applicable), Referral Incentives paid in respect of that Prospective Customer may be deducted from any amounts payable to the Referral Partner in any future Monthly Summaries or Partner Reports on a pro rata basis.

11. Intellectual Property Rights

The parties agree and acknowledge that all Intellectual Property Rights in and to the Services, the trade marks, logos and any materials provided to the Referral Partner by Employment Hero during the Term, are and will continue to be owned exclusively by Employment Hero. The Referral Partner agrees that it will not do anything that is inconsistent with Employment Hero’s ownership of such Intellectual Property Rights during or after the Term.
During the Term, each party providing Branding Materials to the other party (the Licensor) grants to the other party a non-exclusive, non-transferable limited licence (without the right to sublicense) to use the Licensor’s Branding Materials in accordance with the Licensor’s reasonable written instructions or any usage guidelines communicated to the other party, for the purposes of the other party fulfilling its obligations under these Referral Terms.
Each party agrees that:

3.1.

Employment Hero is the exclusive owner of its Branding Materials;

3.2.

the Referral Partner is the exclusive owner of its Branding Materials;

3.3.

its use of the other party’s Branding Materials will not create any right, title, or interest in such Branding Materials; and

3.4.

it will not do anything that is inconsistent with the other party’s ownership of its Branding Materials during or after the Term.

12. Confidential Information

Confidential Information means the existence and terms of these Referral Terms and their subject matter and any information relating to the party disclosing information or any of its Affiliates in any form (including oral, written or electronic form):

1.1.

That:

1.1.1.

is by its nature confidential;

1.1.2.

a reasonable person would understand to be confidential to the disclosing party; or

1.1.3.

the disclosing party has designated as confidential or proprietary; and

1.2.

that is made available by or on behalf of the disclosing party to the Recipient, directly or indirectly, before or during the Term, but does not include information which the Recipient can establish to the reasonable satisfaction of the disclosing party that:

1.2.1.

is or becomes publicly available other than through a breach of these Referral Terms by the Recipient or its Representatives;

1.2.2.

is developed independently by the Recipient or any of its Representatives without use of the Confidential Information; or

1.2.3.

is or becomes, before or after such information was disclosed by the disclosing party, in the Recipient’s possession and that was lawfully obtained from a third party without any restriction as to use or disclosure.

Any party that receives Confidential Information from the other party (the Recipient) must not disclose, publish, release or make available any Confidential Information of the other party to any third-party other than under this clause.
The Recipient:

3.1.

may only disclose Confidential Information to Representatives on a ‘need-to-know’ basis for the purpose of performing the Recipient’s obligations under these Referral Terms;

3.2.

must ensure that each Representative to whom Confidential Information is disclosed observes and complies with these Referral Terms as if each Representative was a party to these Referral Terms; and

3.3.

agrees it is fully responsible and liable for any breach by a Representative of the obligations stated in this clause as if it is its own breach.

If the Recipient or any of its Representatives is required by the operation of any law to disclose any Confidential Information to a third-party, the Recipient must (to the extent permitted by such law):

4.1.

notify the other party before doing so and give the other party a reasonable opportunity to take any steps that it considers necessary to protect the confidentiality of that Confidential Information; and

4.2.

notify the third person that the information is Confidential Information of the other party.

The Recipient must apply and maintain effective security procedures to safeguard the Confidential Information from unauthorised use and disclosure.
Each party acknowledges that monetary damages may not be a sufficient remedy for a breach of its obligations under this clause, and that the other party will be entitled, without waiving any of its other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction if any such breach occurs.

13. Data protection

If either party collects, holds, uses or discloses Personal Information in the course of or relating to these Referral Terms, that party must:

1.1.

comply with any applicable Privacy Laws;

1.2.

handle all Personal Information in accordance with that party’s privacy policy;

1.3.

only use Personal Information for the purpose of performing its obligations under these Referral Terms; and

1.4.

not disclose Personal Information to any third party (including any subcontractor) without the other party’s prior written consent or as required by law.

Each party must ensure that its Representatives who are required to handle Personal Information in connection with these Referral Terms are made aware of the obligations of that party relating to such Personal Information in these Referral Terms. Each party is responsible for a breach of its obligations relating to Personal Information in these Referral Terms by its Representatives as if such breach is a breach by that party.
The Referral Partner acknowledges that Employment Hero is reliant on the Referral Partner for direction as to the extent to which Employment Hero is entitled to use Personal Information disclosed to it in the course of and for the purpose of these Referral Terms.

14. Warranties

Each party warrants that:

1.1.

(where applicable) it has taken all necessary corporate action to authorise the creation, execution by its signatory, delivery and performance of these Referral Terms, and to observe and perform the provisions of these Referral Terms in accordance with their terms;

1.2.

it has all licences, authorisations, consents, approvals and permits required by applicable laws to perform its obligations under these Referral Terms;

1.3.

none of the Branding Materials or other information provided by it under these Referral Terms will infringe the Intellectual Property Rights of any other person;

1.4.

it has obtained all necessary consents from third parties to disclose their Personal Information to the other party, and to enable the other party to lawfully use the Personal Information to perform its obligations in accordance with these Referral Terms;

1.5.

it is under no legal or other impediment that may prevent it fully carrying out its obligations under these Referral Terms (including in respect of the Referral Partner, that the Referral Partner is not restricted from fully carrying out its obligations under these Referral Terms by any contract of employment or other engagement between the Referral Partner and any third party); and

1.6.

it will comply with applicable law when performing its obligations under these Referral Terms, including Privacy Laws and laws relating to the prevention of modern slavery, bribery and corruption.

All express or implied guarantees, warranties, representations, or other terms and conditions relating to these Referral Terms or its subject matter, not contained in these Referral Terms, are excluded to the maximum extent permitted by law.

15. Indemnities

Intellectual Property Rights indemnity

1.1.

Each party agrees to indemnify the other party and its Affiliates and Representatives against a claim asserted against the other party, its Affiliates or Representatives for claims of infringement of Intellectual Property Rights arising out of the other party’s use of the indemnifying party’s Branding Materials.

Referral Partner indemnities

2.1.

The Referral Partner indemnifies Employment Hero, its Affiliates and its Representatives against all losses, damages, claims or expenses of any kind including reasonable legal fees, which they or any of them may sustain or incur as a result of any claims:

2.1.1.

brought by a third party in connection with the Referral Partner breaching its responsibility not to make any representations or warranties about the Services that purport to bind Employment Hero;

2.1.2.

brought by any third party in connection with any act or omission by Employment Hero in relation to a third party’s Personal Information to the extent that such act or omission resulted from the Referral Partner’s instructions or the Referral Partner’s breach of these Referral Terms; and

2.1.3.

brought by a third party in connection with the Referral Partner breaching any warranty provided by the Referral Partner under the “Warranties” clause above.

16. Limitation of liability

To the maximum extent allowed by law, neither party will be liable to the other party or any third party under or in connection with these Referral Terms for any indirect, special, incidental, punitive, exemplary, consequential, or extra-contractual damages of any kind, including any loss of profit, loss of business, loss of opportunity or goodwill, loss of anticipated savings, loss of reputation or loss of data.
Subject to the following clause, the maximum liability of each party for all claims under or relating to these Referral Terms or their subject matter that are not excluded by part 1 of this clause above is limited to an amount equal to the total aggregate Referral Incentive paid or payable to the Referral Partner under these Referral Terms within the 12 months immediately preceding the event giving rise to the liability.
The limitations and exclusions of liability in this clause don’t apply to the extent that liability arises from:

3.1.

the indemnities provided under the “Referral Partner indemnities” clause above; and

3.2.

breach of any law or fraudulent act or behaviour.

17. Dispute resolution

The procedure set out in this clause must be followed in relation to the resolution of a dispute concerning the interpretation of a term of these Referral Terms or of the parties’ rights or obligations under them (Dispute).
If a Dispute arises, a party may give written notice to the other party that a Dispute exists, providing the other party with all relevant details about the Dispute (Dispute Notice).
The timetable and process for resolving a Dispute is as follows:

3.1.

within 5 Business Days after receipt of a Dispute Notice, each party must nominate a representative who has express authority to resolve the Dispute, and those representatives must meet to seek to resolve the Dispute by negotiation. All aspects of the negotiation must be kept confidential, and all communications between representatives during the negotiation are made on a without prejudice basis;

3.2.

if the Dispute is not resolved within 10 Business Days of the Dispute Notice, either party may refer the matter to mediation;

3.3.

in the 5 Business Days after a party refers the Dispute to mediation, the parties must attempt to agree on the appointment of a mediator. If a mediator is not appointed within 5 Business Days, a mediator is to be appointed in accordance with the Resolution Institute Mediation Rules;

3.4.

the parties to the Dispute must use their best endeavours to ensure the mediation takes place within 30 days of a mediator being appointed;

3.5.

any mediation under this clause is to take place in the relevant location and jurisdiction as set out in part 19.8; and

3.6.

if within 20 Business Days after receipt of the Dispute Notice, neither party has referred the Dispute for mediation in accordance with part 3.2 of this clause above or the Dispute has not been resolved, either party may commence court proceedings in relation to the Dispute.

18. Termination

Either party can terminate these Referral Terms (in which case, no further Referral Incentives will be payable to the Referral Partner) by written notice if:

1.1.

the other party commits a material breach of any of the terms of these Referral Terms and either:

1.1.1.

the breach is not capable of being remedied; or

1.1.2.

the breach is remediable, and the other party fails to remedy that breach within a period of 14 days after the other party has received written notice requesting it to do so;

1.2.

the other party engages in any unlawful business practices or other behaviour that is reasonably likely to bring either of the parties into disrepute; or

1.3.

the other party’s business becomes insolvent, goes into liquidation or has a receiver or manager appointed over any of its assets, makes any arrangement with its creditors, or becomes subject to any similar insolvency event in any jurisdiction.

Employment Hero may terminate your ability to submit new referrals of Prospective Customers at any time and for any reason by providing at least 15 Business Days’ notice to you. If Employment Hero terminates your ability to submit new referrals, then you will continue to receive Referral Incentives for Qualifying Referrals that were submitted before termination, for so long as you are entitled to receive Qualifying Referrals under the “What Referral Incentives are payable for Qualifying Referrals” clause above.

19. General

These Referral Terms constitute the entire agreement between the parties about their subject matter and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing.
Neither party may assign or novate these Referral Terms or otherwise deal with the benefit of it or a right under it, or purport to do so, without the prior written consent of the other party which must not be unreasonably withheld or delayed. Notwithstanding the previous sentence, Employment Hero may assign, novate or subcontract all or any part of these Referral Terms to any of its Affiliates at any time, by giving written notice of such dealing to the Referral Partner. The Referral Partner consents to any novation that satisfies the requirements of this clause.
No waiver of a right or remedy under these Referral Terms is effective unless it is in writing and signed by the party granting it. It is only effective in the specific instance and for the specific purpose for which it is granted.
A single or partial exercise of a right or remedy under these Referral Terms does not prevent a further exercise of that or of any other right or remedy. Failure to exercise or delay in exercising a right or remedy under these Referral Terms does not operate as a waiver or prevent further exercise of that or of any other right or remedy.
The provisions of these Referral Terms that are capable of surviving termination, will do so.
Any term of these Referral Terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of these Referral Terms is not affected.
Nothing in these Referral Terms is intended to constitute a fiduciary relationship or a partnership, trust, employment or agency relationship, and neither party has authority to bind the other party.
The law governing these Referral Terms and the courts that will have jurisdiction in regard to any matters or disputes arising from your engagement with us, will depend on the location in which you are based.

8.1.

If you are based in Australia, or any region not mentioned below – these Referral Terms will be governed by the laws of New South Wales, Australia, and the parties will be subject to the exclusive jurisdiction of the courts of New South Wales, Australia.

8.2.

If you are based in Canada – these Referral Terms will be governed by the laws of the Province of Ontario, and the federal laws of Canada, and the parties will be subject to the non-exclusive jurisdiction of the courts of the Province of Ontario.

8.3.

If you are based in the United Kingdom – these Referral Terms will be governed by the laws of England and Wales, and the parties will be subject to the non-exclusive jurisdiction of the courts of England and Wales.

8.4.

If you are based in New Zealand – these Referral Terms be governed by the laws of New Zealand, and the parties will be subject to the non-exclusive jurisdiction of the courts of New Zealand.

A notice, consent or other communication under these Referral Terms is only effective if it is in writing and it is received in full and legible form at the addressee’s address, email address or through the Partner Portal.
No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of these Referral Terms.
Laws may apply to you (or if you are an Organisation, your Organisation Users) or to us as a result of your specific location. If this is the case, and if those laws are inconsistent with any part of these Referral Term, those laws will prevail to the extent of the inconsistency.