Last updated: October 2024

Thank you for your interest in joining upcover's Referral Partner Program.
By agreeing to this upcover Referral Partner Terms of Service you acknowledge you have read, understood and agree to be bound by these Terms and Conditions. If you do not agree to these Terms and Conditions, you may not participate in the upcover Referral Partner Program.

PARTIES:

upcover Pty Ltd ABN 17 628 197 437 (“upcover”, ”we”, “us”, “our”), a Corporate Authorised Representative (CAR 1299211) of Experience Insurance Services Pty Ltd ABN 41 657 596 506 (AFSL 539078).The entity stated in the upcover Partner Engagement Schedule (“Referral Partner”, “you”, “your”).

1. INTRODUCTION

upcover provides insurance and broking services and offers general insurance products to businesses.
The Referral Partner wishes to access and promote upcover Services through permitted marketing activities to prospective customers interested in subscribing to the upcover Services.
upcover has offered and the Referral Partner has accepted a partnership arrangement, subject to the terms in this Terms of Service, to develop and promote tailored insurance products, services and premiums to Referred Customers.
In exchange for the Referral Partner offering upcover’s products to the Referred Customers the Referral Partner may receive commission payments or may pass on discounts to its Referred Customer.

2. REFERRAL PARTNER ELIGIBILITY

To be approved as a Referral Partner and to participate in our Referral Partner Program, you must:

be a business with an ABN and remain registered in Australia;
maintain valid business licenses and registrations as required by law;
provide accurate information on your Referral Partner Program Application and promptly notify us of any changes;
comply with this Agreement, applicable laws, the upcover Privacy Policy and all reasonable directions provided by upcover.

We may suspend or terminate your participation in the Referral Partner Program, if you fail to meet these requirements.

3. REFERRAL PROCESS

3.1. Valid Referral

To qualify for a Valid Referral the Referral Partner must:

send Referred Customers to upcover through upcover’s unique UTM link; or if a UTM link does not exist, email or slack message Referred Customers to upcover personnel,
provide accurate information on your Referral Partner Program Application and promptly notify us of any changes;
have adequately disclosed your commercial relationship with us to potential customers,

and, the Referred Customer must:

not be an existing or past customer of upcover, or otherwise known to upcover prior to your referral; and
purchase a policy within 90 days of the referral and keep this active for at least 30 days.

4. PROGRAM BENEFITS

4.1. As a Referral Partner, you will receive the following in accordance with this Agreement:

Referred Customers will receive insurance and broking services from upcover;
marketing materials and promotional support;
a unique referral tracking link within 7 days of agreeing to this upcover Referral Partner Terms of Service;
access to quarterly reporting or the Referral Partner Dashboard when available;
receive referral fees; and/or pass on discounts to Referred Customers; and
opportunities to participate in upcover promotion activities.

4.2. Referral Benefit

Subject to compliance with these Terms of Service, the Referral Partner will receive a referral fee equal to 15% of the Broking Commission for each Valid Referral, along with other promotional benefits and discounts, as offered from time to time.

4.3. Payment Terms:

upcover will supply quarterly statements to the Referral Partner which will include all Valid Referrals including Referred Customer name, policy period, total premiums paid, cancellations/refunds (if any), and total referral fees payable.
The Referral Partner will be required to generate a Tax Invoice to upcover, following receipt of upcover monthly reporting, which is to be paid by upcover via bank transfer to your nominated account within 30 days of receipt of each quarterly invoice.
Payments will be adjusted for any cancellations, with either full or partial refunds from Referred Customers, and net of any promotions or discounts provided to the Referred Customer.
No referral fees will be payable in respect of referrals made in breach of this Agreement.

4.4. Taxes

Unless expressly specified otherwise, all amounts payable under this Agreement are exclusive of all applicable taxes (including goods and services tax) assessed or levied in connection with the supply of any goods or services under this Agreement.

5. YOUR ROLE

As Referral Partner, you will market upcover Services to potential customers but are not authorised to provide financial services or market specific products on behalf of upcover.

You must:

limit activities to marketing and lead generation only;
not provide Financial Product advice, General Advice or Personal Advice) and only provide factual statements about our insurance offerings using approved content;
refer any customer enquiries seeking financial advice to upcover.
not arrange insurance contracts or bind upcover to any coverage;
not represent yourself as an upcover employee, agent, or authorised representative and clearly disclose your independent status in all communications;
only use upcover approved marketing materials and content including required regulatory disclaimers;
submit co-branded materials for our review at least 10 business days prior to use;
maintain Records of all marketing communications and customer interactions;
comply with all applicable laws, regulations, and industry codes (including ADMA Code of Practice, privacy and spam regulations);
perform all responsibilities under this Agreement promptly and to professional standards;
remain solvent; and
not infringe upon third-party rights.

6. INTELLECTUAL PROPERTY

6.1.1. Restricted Use

You must not:

use our trademarks in search engine marketing without our prior written consent;
use our domains or URLs, or register any domain name incorporating our brand;
mask or redirect links to gain additional sales; or
misrepresent offers or mislead potential clients.

6.1.2. During the Term, we grant you a limited, non-exclusive licence to use our branding solely for approved marketing activities. All co-branded materials must be approved by us prior to use.

You must not change any material supplied by us, including but not limited to:

marketing materials such as brochures, advertisements, articles, editorials; or
upcover email or templated communications, including but not limited to upcover or its insurance partners insurance documents such as proposals, policy wordings, and certificates,

without our written consent.

6.1.3. All materials originating from us remain our property and must be returned or destroyed when requested and upon termination.

6.2. Ownership

6.2.1. Each party's trademarks, logos, service marks, and trade names ("Marks") remain that party's exclusive property.

Upcover's "Marks" include the upcover partner "badge" you may use to identify yourself as an upcover partner.
A party's Intellectual Property remains their sole property, and the other party does not by virtue of this Agreement obtain a proprietary or security interest in that Intellectual Property.
A party must not do or permit anything that might prejudice the ownership of the other party's Intellectual Property, or the value of the Intellectual Property to its owner.

6.3. Limited License:

During the term of this agreement, each party grants the other a restricted, non-transferable, non-exclusive, and revocable license to use its Marks for co-marketing activities.
These activities may include webinars, events, promotional campaigns, digital/printed marketing materials, and other co-branded assets.

6.4. Usage Requirements:

All co-branded assets and uses of either party's Marks must be submitted for compliance review and written approval at least 10 business days prior to use.
Use without prior written approval constitutes a material breach of this agreement.
you must not use our Marks in any way that may be objectionable or confusing regarding the nature of our relationship.
you must not register any brand confusingly similar to a brand in our Marks.
Each party must not change material supplied by the other party without the written consent of that party.
Where the material has originated from upcover, such material remains the property of upcover and must be returned to upcover, unless already distributed, when requested.

7. CONFIDENTIALITY AND DATA PROTECTION

7.1. Confidentiality

Each party must:

maintain the confidentiality of all Confidential information and Personal Information;
comply with applicable data protection laws, including the Privacy Act 1988 (Cth);
only collect, use, and share Personal Information with proper consent;
implement appropriate security measures to protect Confidential Information;
only use Confidential Information as permitted under this Agreement;
only share confidential information with employees who need to perform their duties under this Agreement; and
implement appropriate security measures to protect Confidential Information;
implement appropriate security measures to protect Confidential Information;

upcover Referral Partner Terms of Service