Effective Date: January 25, 2026 Last updated: January 25, 2026
1. Operative part
QUBS International Pty Ltd (ACN 618 205 351) (QUBS) operates the QUBS
Platform (Program). QUBS is prepared to grant Resellers the right to
resell access to the Program to End Users on the Terms and
Conditions of this Resellers Agreement.
The Reseller makes this offer to QUBS to resell the Program in
exchange for the Referral Fees described herein. QUBS and the
Reseller are referred to as a Party or the Parties to this Agreement
the case may be.
1.1 Defined terms
Agreement means the terms and conditions contained
in this Resellers Agreement.
Confidential Information means all information,
know how, trade secrets, expressions, ideas, concepts, technical and
financial information and other commercially valuable or sensitive
information in whatever form disclosed by a Party to the other
Party, and in the case of Reseller includes all information in or
relating to the Program , Documentation, Licensed IP, sales volumes,
Referral Fees paid, except information which lawfully is or comes
into the public domain, which is lawfully in a Party’s possession
prior to disclosure under this Agreement.
Documentation means any user operating manual,
explanatory notes or memoranda that may or may not be supplied with
the Program provided by QUBS as updated from time to time on QUBS's
Website or provided during training.
End User means a customer of QUBS that has been introduced by the
Reseller.
Service Agreement means the QUBS Service Agreement which all End Users of the Program agree to be bound by
available at:
https://qubs.com/legal/service-agreement.html
Force Majeure means an act of God, fire, lightning,
explosions, flood or other natural disaster, subsidence, act of
terrorism, insurrection, civil disorder or military operations,
power or gas shortage, government or quasi-government restraint,
expropriation, prohibition, intervention, direction or embargo,
inability or delay in obtaining governmental or quasi-governmental
approvals, consents, permits, licences or authorities, strikes,
lock-outs or other industrial disputes of any kind and any other
cause, whether similar or not to the foregoing, outside of the
affected Party’s control.
Intellectual Property means statutory and other
proprietary rights in respect of copyright and neighbouring rights,
all rights in relation to inventions, patents, registered and
unregistered designs, utility models, circuit layouts, know-how and
rights to require information to be kept confidential, and all other
rights arising from intellectual activity and rights to apply for
the above, but does not include Moral Rights that are not
transferable.
Program means QUBS platform.
Services mean any services which may be provided by
the Reseller in conjunction with the Program.
Referral Fee means the amount of money to be paid
to the Reseller within fourteen (14) days after the Reseller
requests a payment through the Reseller Control Panel based on the
amount of End Users introduced and the amount paid by End Users.
Reseller Control Panel means a section of QUBS’s
website which is designed for use by Resellers to monitor various
details in regard to the End Users they have introduced and to
monitor and make claims for Referral Fees.
Technical Information means Confidential
Information being artwork, specifications, designs, research and
development results, test results, and other technical information
relating to the Program, or the and any material form in which the
above materials or information are contained or embodied, or from
which they can be reproduced.
Term means the period of five (5) years.
1.2 Interpretation
Reference to:
(a) one gender includes the others;
(b) the singular includes the plural and the plural includes the
singular;
(c) a person includes a body corporate;
(d) a Party includes the Party’s executors, administrators,
successors and permitted assigns;
(e) to an amount of money, to $, $A or dollar is a reference to the
currency of Australia;
(f) a statute, regulation or provision of a statute or regulation (a
Statutory Provision) includes:
(i) that Statutory Provision as amended or re-enacted from time
to time; and
(ii) a statute, regulation or provision enacted in replacement of
that Statutory Provision.
(a) including and similar expressions are not words of
limitation.
(g) where a word or expression is given a particular meaning, other
parts of speech and grammatical forms of that word or expression
have a corresponding meaning.
(h) headings are for convenience only and do not form part of this
Agreement or affect its interpretation.
(i) a provision of this Agreement must not be construed to the
disadvantage of a Party merely because that Party was responsible
for the preparation of this Agreement or the inclusion of the
provision in it.
2. Appointment of Reseller
2.1 Appointment
(a) In signing this Agreement, communicating your acceptance, or
clicking the “I Accept” button, the Reseller is making an offer to
QUBS to resell the Program on the terms and conditions contained in
this Agreement.
(b) QUBS accepts the offer contained in this Agreement by
communicating its acceptance of the Resellers offer to the Reseller.
(c) QUBS appoints the Reseller and the Reseller agrees to act as a
reseller of QUBS’s Program.
2.2 Grant of rights
(a) The Reseller agrees to promote, market and sell the Program to
potential End Users on the terms and conditions contained herein.
(b) The Reseller acknowledges that its appointment under this
Agreement is not exclusive and that QUBS may appoint other resellers
to sell the Program.
(c) The Reseller has a limited right to:
(i) introduce End Users of the Program to QUBS;
(ii) customise and configure the Program supplied by QUBS for End
Users;
(iii) in exchange for receiving the Referral Fees earned because
of the introduction as contained in clause 11.
2.3 Separate contract
(a) Each order for the Program made by the Reseller on behalf of an
End User constitutes a separate agreement between QUBS and the End
User.
(b) QUBS may choose at its sole discretion not to accept an End User
introduced by a Reseller for any reason.
(c) An End User introduced by the Reseller must accept the Service Agreement.
3. Financial arrangements
3.1 Pricing
(a) The Reseller acknowledges that the Program price provided is
determined by QUBS and does not include the Reseller’s right to
charge End Users fees associated with:
(i) consulting on the use of the Program;
(ii) installing, configuring and customising the Program for an
End User;
(iii) an element related to promoting, consulting, and the right
to install and configure the client.
(b) The Reseller may contract separately with End Users to provide
these services.
3.2 Goods and Services Tax
Referral Fees are exclusive of GST unless the Reseller is registered for GST.
3.3 Recipient created tax invoices
(a) If the Reseller is registered for GST:
(i) QUBS agrees to issue tax invoices to the Reseller and the
Reseller has agreed to accept those invoices in respect of
Referral Fees in satisfaction of the taxation requirements for
recipient created tax invoices.
(ii) the Reseller acknowledges its registration status for GST is
current on the day that the Reseller accepts this agreement and
that the Reseller will notify QUBS if it ceases to be registered
for GST.
(b) If the Reseller is not registered for GST then the recipient
created tax invoices will not include GST.
3.4 Expiration of Referral Fees
Unclaimed accrued Referral Fees will expire after a period of two (2) years.
3.5 Minimum payment
The Reseller may request a payment of Referral Fees once the accrued amount reaches $100.
3.6 Timing and method of payment
The payment for the End Users introduced to QUBS by the Reseller will occur fourteen (14) days after the Reseller requests a payment through the Reseller Control Panel. The amount payable will be determined in accordance with the amount of End Users introduced in accordance with clause 12.
4. Reseller’s obligations
4.1 Care and skill
The Reseller must market and promote the Program and solicit and obtain End Users for the Program with all due care and skill and in a competent and prudent manner and in compliance with all guides and documents provided by QUBS.
4.2 Duty of diligence
The Reseller must:
(a) make it’s best endeavours to introduce potential End Users to
the Program whilst this Agreement in force;
(b) diligently, faithfully and conscientiously carry out its
obligations under this Agreement;
(c) at all times preserve and enhance QUBS’s good reputation;
(d) use its best endeavours to sell, promote, market and support
the Program; and
(e) not do anything that may interfere with the sale, promotion,
marketing and support of the Program.
4.3 Use of QUBS’s name, logos and trademarks
(a) The names and logos specified used by QUBS and any logo or
characteristic decoration used in relation to them may not be used
as part of the business or corporate name or trading style of the
Reseller but may be used by the Reseller only in connection with
the performance of the Reseller's obligations under this
Agreement.
(b) The Reseller must not disseminate in any manner whatsoever to
any person any promotional or marketing documentation (whether in
paper or electronic form) which bears any of:
(i) the name or logos of QUBS
(ii) the name of QUBS; or
(iii) unless QUBS has first been provided with a copy of such
proposed promotional or marketing material and has provided its
written consent to its dissemination, which will not be
unreasonably withheld.
4.4 Promotional assistance
(a) To assist the Reseller in the performance of its obligations
under this Agreement, QUBS may:
(i) provide the Reseller with sales literature and other sales
aids that QUBS considers necessary; and
(ii) list the Resellers of its Program on its website and in
other promotional literature including the names and contact
details of the Reseller.
4.5 No sub-agents
The Reseller must not appoint sub-agents to carry out any of the functions which it is required or permitted by this Agreement to perform, without the prior written consent of QUBS, which may be withheld at QUBS’s absolute discretion.
4.6 Representations
(a) The Reseller must not:
(i) make any representation or claim or give any warranty or
guarantee regarding the Program which has not been authorised by
QUBS in writing or which is inconsistent with any Documentation
or information provided by or on behalf of QUBS, including all
warranties and disclaimers contained in such documentation or
information;
(ii) without the prior express approval of QUBS commit QUBS in
any way to the performance of any contract whatever nor incur
any liabilities on behalf of QUBS nor pledge the credit of QUBS
nor make any representations nor give any warranty on behalf of
QUBS, nor will it hold itself out, or permit any person to hold
itself out as being authorised to bind QUBS in any way.
4.7 Reseller training
(a) The Reseller must submit to a quality and accreditation
process administered by QUBS to ensure that they have achieved
competence using and customising the Program for End Users.
(b) At any time during the Term of this Agreement QUBS may require
any of the Resellers staff to pass any form of reasonable test to
establish that they possess sufficient skills to comply with the
obligations contained in this Agreement.
4.8 Invoicing options
For any End Users introduced by the Reseller, the Reseller must elect to have QUBS invoice the End User directly, with the Referral Fees accruing in the Reseller’s Control Panel
5. QUBS’s obligations
5.1 Promotional assistance
(a) QUBS will provide to the Reseller such information and
documentation regarding the nature, characteristics, operation and
use of the Program as QUBS considers necessary to enable the
Reseller to promote and market the Program.
(b) QUBS will provide reasonable technical support for the Program
to the Reseller and or to End User.
5.2 QUBS's exclusions
(a) QUBS excludes all liability to the Reseller in respect of the
suitability of the Program, the quality or performance or the
claims of third Parties arising from the commercialisation of the
Program.
(b) Without limiting the generality of the foregoing, QUBS is to
have no liability to the Reseller, however arising and under any
cause of action or theory of liability, in respect of special,
indirect or consequential damages, loss of profit or loss of
business opportunity, unless this Agreement expressly provides
otherwise.
5.3 Non-competition by QUBS
QUBS agrees not approach End Users to offer competitive services of the Reseller to any End Users introduced by the Reseller whilst this agreement is in force.
6. Warranties and representations
6.1 Mutual warranties
(a) Each Party warrants that as at the Commencement Date:
(i) it has the power and authority to enter into and perform its
obligations under this Agreement and that the execution of this
Agreement by it has been duly and validly authorised by all
necessary corporate action; and
(ii) its obligations under this Agreement are valid and binding
and enforceable against it in accordance with their terms.
6.2 QUBS warranties
(a) QUBS warrants that, to the best of its knowledge and belief as
at the Commencement Date, it is entitled to grant the right to
resell its Program to the Reseller in accordance with the terms of
this Agreement.
(b) QUBS has permission to use all registered or common law trade
marks and produce names as specified throughout this Agreement and
any End User Licence Agreement.
6.3 Reseller warranties
The Reseller warrants that to the best of its knowledge and belief
that:
(a) it has the resources, skills, knowledge and abilities
necessary to perform its obligations under this Agreement; and
(b) it will at all times comply with all applicable laws and
regulations and hold all necessary approvals in performing its
obligations under this Agreement and in any of its dealings with
respect to the Program.
7. Restraint and non-competition
7.1 Definitions for this clause
Engage In means to carry on, participate in,
provide competitive services, or otherwise be directly or indirectly
involved as a Reseller, unit holder, director, consultant, adviser,
contractor, shareholder, agent, manager, employee, beneficiary,
partner, Associate, trustee or financier.
Business means the business of QUBS when this
Agreement is terminated.
7.2 Prohibited activities
(a) The Reseller undertakes to QUBS that it will not:
(b) engage in a business or an activity that is:
(i) the same or similar to the Business or any material part of
the Business; and
(ii) in competition with the Business or any material part of
the Business;
(iii) solicit, canvass, approach or accept an approach from a
person who was at any time whilst this Agreement is in force
ending on the date when the Reseller stops being a Reseller, a
customer of QUBS with a view to obtaining their custom in a
business that is the same or similar to the Business and is in
competition with the Business;
(iv) interfere with the relationship between QUBS and its End
Users, employees or suppliers;
(v) apply for or maintain any copyright, trademark or
Intellectual Property registrations held in the Reseller’s name
in relation to the Program.
(vi) induce or help to induce an employee of officer or other
Resellers of QUBS to cease involvement with QUBS.
7.3 Duration of restraint
(a) The Reseller agrees that they will not in any capacity, either
directly or indirectly:
(i) whist this Agreement is in force; and
(ii) for the period of eighteen (18) months after termination;
(b) be involved in any of the prohibited activities as specified
in clause 7.2.
7.4 Interpretation
Clauses 7.2 and 7.3 have effect together as if they consisted of separate provisions, each being severable from the other. Each separate provision results from combining each undertaking in clause 7.2, with each period in clause 7.3 If any of those separate provisions is invalid or unenforceable for any reason, the invalidity or unenforceability does not affect the validity or enforceability of any of the other separate provisions or other combinations of the separate provisions of clauses 7.2 and 7.3.
7.5 Exceptions
(a) This clause 7 does not restrict a Reseller from:
(i) holding 5% or less of the Shares of a competitor that is
listed on a Stock Exchange;
(ii) holding Shares in QUBS; or
(iii) recruiting a person through a recruitment agency (except
if the agency targets employees of QUBS) or in a response to a
public employment advertisement.
7.6 Acknowledgments
(a) The Reseller acknowledges that:
(i) the prohibitions and restrictions in this clause 7 are
reasonable in the circumstances and necessary to protect the
goodwill of QUBS;
(ii) damages are not an adequate remedy if the Reseller breaches
this clause 7; and
(iii) QUBS or another Reseller may apply for injunctive relief
if:
(iv) the Reseller breaches or threatens to breach this clause 7;
or
(v) QUBS or the other Reseller believes the Reseller is likely
to breach this clause 7.
8. Termination
8.1 Termination by End User
(a) If at any time, the End User is dissatisfied with the service
provided by the Reseller, because the Reseller’s conduct is deemed
to be offensive or unprofessional for any reason (as solely
determined by the End User), then by providing notice to QUBS, the
End User may elect to continue using the Program without the
assistance of the Reseller.
(b) QUBS will provide a notice on its website to allow End Users
to report Resellers that are not representing QUBS in a
professional manner, the completion of which gives effect to this
clause.
(c) If the End User terminates with the Reseller according to this
clause, then:
(i) the End User will continue directly with QUBS; and
(ii) the Reseller’s administrative access to the Program for the
terminated End User will be revoked;
(d) the Reseller’s Commission for the terminated End User will
cease immediately.
8.2 Termination by QUBS
(a) QUBS may terminate this Agreement with immediate effect by
giving written notice to the Reseller at any time if QUBS loses
its rights to provide the Program.
(b) The Parties agree that should QUBS lose its right to provide
the Program then the terms and conditions contained in this
Agreement are terminated and each Party will have no recourse to
the other.
(c) QUBS, may at its sole discretion terminate this Agreement for
cause, if:
(i) it has received complaint from at least 10% of End Users in
accordance with the clause 8.1;
(ii) the Reseller fails to provide a reasonable level of support
of the Program to the End User, after first being provided with
notice that its level of support is insufficient;
(iii) the Reseller fails to achieve a reasonable standard of
skill in using the System after having received training;
(iv) the Reseller harasses or otherwise interferes with the
contract between QUBS and the End User;
(v) the Reseller encourages at least 10% of End Users to move to
another System; and
(vi) the Reseller engages in any conduct which casts QUBS’s good
name into disrepute.
(vii) the Reseller is unable to be contacted or appears to have
abandoned its business after QUBS has made reasonable attempts
to contact the Reseller;
(viii) the Reseller is the subject of an insolvency event or
becomes personally bankrupt.
8.3 Termination by the Reseller
The Reseller may terminate this Agreement by providing ninety (90) days notice to QUBS.
8.4 Termination notice period
QUBS may terminate this Agreement with immediate effect or by giving ninety (90) days written notice to the Reseller.
8.5 Force Majeure
(a) If the performance of this Agreement or any obligation under
this Agreement is prevented, restricted, or interfered with by
reason of Force Majeure, the affected Party, upon giving prompt
notice to the other Party, is excused from such performance to the
extent of such prevention, restriction, or interference.
(b) The affected Party must use its best efforts to avoid or
remove the Force Majeure or to limit the impact of the event on
its performance and must continue performance with the utmost
dispatch when the Force Majeure is removed.
(c) If an event of Force Majeure has the effect of substantially
preventing performance of this Agreement by a Party for a period
of more than ninety (90) days, the unaffected Party may by notice
to the other Party terminate this Agreement.
8.6 Effect of termination
(a) Upon termination or expiry of this Agreement for any reason,
the Reseller must:
(i) immediately cease offering QUBS’s Program to End Users;
(ii) immediately discontinue the display or use any of QUBS’s
name or logos;
(iii) or any name, logo or decoration bearing any resemblance to
them which may be likely to cause confusion or to mislead any
person.
(b) The Reseller acknowledges that its Referral Fees will cease
after ninety (90) days if for any reason this Agreement is
terminated.
9. Confidential Information
9.1 Permitted use
The Reseller may use the Confidential Information in or relating to the Program solely for the purpose of marketing and promoting the Program and soliciting and obtaining sales in accordance with this Agreement.
9.2 Use of Confidential Information
Subject to clause 9.1, each Party undertakes to keep the Confidential Information of the other Party confidential at all times, not to use or disclose that Confidential Information except to the extent necessary for the purpose of this Agreement or as required by law, and to take all action reasonably necessary to maintain the confidential nature of that Confidential Information.
10 Injunctive relief
(a) In the event that any of the terms contained in this Agreement
are breached by the Reseller, the Parties acknowledge that
irreparable damage will result to the Company, and to its business
and that damages may not be an adequate remedy.
(b) The Parties agree that the Company will be entitled to
injunctive relief should the Reseller breach any of the terms and
conditions of a clause which references this clause 10, which
include provisions relating to Confidential Information and property
of the Company.
(c) This equitable remedy shall be in addition to (and will not
supersede) any action for damages the Company may have for breach of
any part of this Agreement.
(d) Should QUBS be the prevailing Party in any action, at law or
equity, to enforce the terms of this Agreement, it will be entitled
to legal fees and costs incurred enforcing its rights on an
indemnity basis.
11 General provisions
11.1 Assignment
QUBS may assign its rights and obligations contained in this Agreement to a third party at any time without notice or permission of the Reseller. The rights of the Reseller cannot be assigned without the permission of QUBS.
11.2 Amendment
This Agreement may only be amended by agreement of the Parties evidenced in writing.
11.3 Entire Agreement
This Agreement contains the entire Agreement of the Parties with respect to its subject matter.
11.4 Further assurances
Each Party agrees, at its own expense, on the request of another Party, to do everything reasonably necessary to give effect to this Agreement and the transactions contemplated by it, including, but not limited to, the execution of documents.
11.5 Form of notice
A notice, approval, consent or other communication in connection with this Agreement must be in writing and sent by electronic mail to the address notified by the receiving Party (including via the Reseller Control Panel or otherwise in writing). A notice is deemed received when sent, provided the sender does not receive an automated delivery failure notice.
11.6 Governing law
The laws of Western Australia and Australia govern this Deed. The Parties submit to the non-exclusive jurisdiction of the Supreme Court of Western Australia and the Federal Court of Australia.
12. Referral Fee structure
12.1 Fees payable to the Reseller
The Reseller Commission will be calculated based on the following:
| Number of End Users | Referral Fee Amount |
|---|---|
| 2-5 | 10% |
| 6-10 | 15% |
| Over 11 | 20% |
Reseller Fees are only payable on licence fees invoiced to and paid
by End Users.
Reseller Fees exclude excess usage fees for overages beyond the
limits of the package selected by the End User. These include but
are not limited to excessive: storage, bandwidth, e-mail marketing
sends, and SMS sends.
