Terms and Conditions

1. Partner Plus Referral Program
These Terms and Conditions govern the American Express Partner Plus Referral Program (“Partner Plus Program”) and operate in accordance with the Partner Plus Participation Agreement entered into by American Express Australia Limited and its Related Bodies Corporates (“Amex”) and You (“Referral Agreement”). The Referral Agreement and these Terms and Conditions are together referred to as the “Agreement”.

The Agreement will govern Your promotion of Amex Expense Management Solutions to Referred Prospects. Your participation in the Partner Plus Program is deemed to be acceptance of the Agreement.

Any capitalised terms used in these terms and conditions without definition will have the meanings assigned to them in the Referral Agreement.

2. Definitions
“Amex Client” means a Referred Prospect who executes an Amex Expense Management Solution Agreement and becomes a customer of Amex.

“Amex Expense Management Solution” means an Amex issued corporate card, corporate purchasing card, corporate meeting card, small business card, or business travel account.

“Amex Expense Management Solution Agreement” means an executed agreement between Amex and Referred Prospect for an Amex Expense Management Solution.

“Approved Account” is a Referred Prospect which completes an Amex Expense Management Solution Application and is approved by Amex to hold an Amex Expense Management Solution.

“Confidential Information“ of a party means all information, in whatever form which is:

(i) treated by that party as confidential; and

(ii) disclosed by that party to the other party as confidential or of which the other party becomes, or ought to become aware (whether before or after the date of the Agreement) is confidential,

Except information:

(i) the other party creates (whether alone or with any third person) independently of that party;

(ii) that is public knowledge (other than because of a breach of confidentiality by the other party); or

(iii)that is required by law to be disclosed.

“Intellectual Property Rights” means trademarks, service marks, logos, trade names, copyright (and moral rights) and rights in designs, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world, and rights of the same or similar effect which now or in the future may subsist.

“Partner” means the entity, including its office holders and employees, that has entered into a Referral Agreement with Amex, and that have registered at the Partner Plus Portal for the Partner Plus Program.

“Referred Prospect” means a customer, contact or related entity of Partner who is interested in applying for an Amex Expense Management Solution and is referred to Amex by Partner via the Partner Plus Portal .

“Partner Plus Portal” means the online portal available at www.americanexpress.com.au/partnerplus for You to submit referrals in accordance with the Agreement.

“Partner Plus Program” means the Amex Partner Plus referral program in which Partner is eligible to participate in once entering into the Agreement with Amex.

“Personal Data” means any: (i) individually identifiable information from or about an identified or identifiable individual, or any information that is combined with such individually identifiable information, including information that can be used to authenticate that individual or access an account, or (ii) information protected as personal data under any applicable data privacy laws and regulations.

“Related Body Corporates” means Related Body Corporates as defined in Section 50 of Corporations Act 2001

“You” or “Your” means the legal entity or person who entered into a Referral Agreement and includes any employees or contractors that utilise the Partner Plus Portal.

3. Participation

In order to participate in the Partner Plus Program, You must first register at the Partner Plus Portal. You must log into the Partner Plus Portal and enter the details of a valid business mailing address or telephone referral for an Amex Expense Management Solution. Details must be entered according to the instructions on the Partner Plus Portal and the Agreement. Email referrals will not be accepted as the primary contact information.

4. Partner Referral Obligations

(a) Following referral of the Referred Prospect, You will use commercially reasonable efforts to support Amex’s communications with the Referred Prospect including but not limited to, facilitating introductory meetings and joining Amex for presentations either face to face or via conference calls as necessary.

(b) You will not be responsible for verifying or monitoring the financial standing of any Referred Prospect to which it recommends Amex Expense Management Solutions..

5. Referred Prospect Eligibility

(a) You agree that Referred Prospects will be corporations that, to the best of Your knowledge, meet one of the following criteria:

1. Corporations legally domiciled in Australia;


2. Australian branches of foreign corporations;


3. Trusts (including the trustees of the trust and directors of the trustee where the trustee of the trust is a corporation);


4. Partnerships (including the directors of a party that is a corporation);


5. Sole proprietorships

(b) Amex reserves the right to disqualify the following Referred Prospects from eligibility:

1. Referred Prospects domiciled outside of Australia;


2. Referred Prospects that already have an Amex Expense Management Solution.


3. Referred Prospects that are submitted but do not execute an Amex Expense Management Solution Agreement within twelve (12) months of the referral by Partner;


4. Referred Prospects that are submitted by a third party within the preceding twelve (12) months of the referral by Partner.

(c) Referrals are only open to employees and contractors of the Partner indicated in Your registration form who are Australian or New Zealand residents over the age of 18 years.

6. Amex Expense Management Solutions
(a) If Amex chooses to enter into an Amex Expense Management Solution Agreement with a Referred Prospect, Amex will be solely responsible for all activities related to issuing and servicing the relevant Amex Expense Management Solution to the Amex Client.

(b) Amex may, from time to time, and at its sole discretion, exercise its rights (contractual or otherwise) to add, change or discontinue any feature of any Amex Expense Management Solution including but not limited to benefits, services and fees applicable to such Amex Expense Management Solution.

7. Intellectual Property Rights

(a) Neither party may use the Intellectual Property Rights of the other party without the written approval of the other party.

(b) All Amex Intellectual Property is and remains the property of Amex. Any modifications or derivative works of the Amex Intellectual Property made by either party in connection with the Agreement will vest in Amex.

(c) All Partner Intellectual Property is and remains the property of Partner. Any modifications or derivative works of Partner Intellectual Property made by either party in connection with the Agreement will vest in Partner

8. Confidentiality

Each party:

(a) must keep the Confidential Information of the other party confidential.

(b) may use Confidential Information of the other party but only for the purposes of the Agreement.

(c) may disclose the Confidential Information of the other party only to those of its employees, contractors and advisers who need to know the information for the purposes of the Agreement and who have been directed to keep it confidential.

(d) must notify the other party of any actual or suspected breach of confidentiality.

(e) must keep the other party’s Confidential Information safe and secure.

(f) must comply with any reasonable directions given by the other party concerning the other party’s Confidential Information; and

(g) must return the Confidential Information of the other party to the other party on request or when the Agreement terminates or expires

9. Data Protection

(a) All information disclosed by You to Amex relating to Referred Prospect (which is obtained prior to such Referred Prospect becoming Amex Clients) will only be used by Amex for the purposes of providing information regarding Amex Expense Management Solutions.

(b) After a Referred Prospect has become an Amex Client, all information relating to such Amex Client will be used by Amex pursuant to Amex’s privacy and disclosure policy to administer Amex Expense Management Solutions pursuant to the Amex Expense Management Solution Agreement.

10. Warranties

(a) Each party warrants to the other that (i) it has full authority to enter into the Agreement; and (ii) in performing its obligations under the Agreement, it will comply with all applicable laws and regulations

b) You acknowledge that under the Partner Plus Program, Your corporation is duly organized, validly existing and in good standing under the laws pursuant to which it is incorporated. You also represent and warrant that you have the right to provide Amex with the personally identifiable information included in each Referred Prospect and that you have provided notice of Your enrolment in the Partner Plus Program. Further, Your corporation shall be solely responsible for obtaining all necessary consents/approvals from the Referred Prospect to enable you to carry out Your obligations under the Agreement, in particular but not limited to requirements under all data privacy laws and regulations.

11.Indemnification and Limitation of Liability
(a) Subject to the mutual indemnity described below, Amex and its Related Bodies Corporate, officers, employees and agents shall not be liable for any loss or damage whatsoever suffered (including but not limited to direct or consequential loss) or for any injury suffered in connection with the Partner Plus Program, or the use of any referral lead, except for any liability which cannot be excluded by law.

(b) Amex is not responsible for any problems or technical malfunctions that may affect the Partner Plus Program. If for any reason the Partner Plus Program is not capable of running as planned due to a cause beyond the control of Amex which affects the security, fairness or integrity or proper conduct of the Partner Plus Program, Amex reserves the right to take any action necessary, such as refusing to provide a referral payment (if applicable), cancelling, terminating, modifying or suspending the Partner Plus Program.

(c) Each party agrees to defend, indemnify and hold harmless the other from and against any and all liabilities, claims, suits, damages, judgments, cost and expenses, including reasonable attorney’s fees, arising out of any third party complaints in connection with its negligent performance or its failure to perform as contemplated in the Agreement, its negligence, acts or omissions in connection with the Agreement, any material breach of the Agreement or breach of its representations and warranties.

(d) Subject to clause 11(e) below but otherwise notwithstanding any other provision in the Agreement, in no event will either party, its direct or indirect subsidiaries, controlled affiliates, agents, employees or representatives be liable for any indirect, incidental, special, punitive, exemplary or consequential damages of any kind, nor for any loss of profits or revenues, in connection with or arising out of the Agreement.

(e) Nothing in the Agreement will limit or exclude any liability of any party: (i) for death or personal injury caused by the negligence of a party or its employees, agents or subcontractors; (ii) for any fraud or fraudulent misrepresentation; and (iii) to the extent such limitation or exclusion is not permitted by applicable law.

12. General Provisions

(a) No Partnership or Agency. The Agreement does not constitute or imply any partnership, joint venture, agency, fiduciary relationship, or other relationship between the parties other than the contractual relationship expressly provided for in the Agreement. Neither party has, nor represents that it has, any authority to make any commitments on the other party’s behalf.

(b) No Exclusivity. The Agreement is non-exclusive. Both parties understand and agree that the Agreement in no way restricts either party from entering into other referral arrangements or agreements with any third party.

(c) Third Party Rights. The Agreement is made for the sole benefit and protection of the parties, and no other person will benefit from or have any right of action under the Agreement.

(d) Waiver. Failure or delay of a party to enforce any provision of the Agreement, or to exercise any right, power or remedy under the Agreement, will not be a waiver of its exercise of that provision, right, power or remedy or preclude its exercise later.

(e) Assignment. Neither party may assign or otherwise transfer the Agreement, or any of its rights and obligations under the Agreement, to any third party without the written consent of the other party, such consent not to be unreasonably withheld or delayed, except that Amex may assign the Agreement to its parent, affiliate, or subsidiary without Partner’s prior written consent

(f) Survival. Any provision of the Agreement which contemplates performance or observance after the termination or expiry of the Agreement (including, without limitation, confidentiality, and limitation of liability provisions) will survive such termination or expiry and continue in full force and effect.

(g) Severability. If any provision of the Agreement, or portion thereof, is held to be unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement shall continue in full force and effect.

(h) Privacy. Amex will collect the personal information of Your employees who participate in the Partner Plus Program for the purposes of fulfilling referral payments (if applicable), program reporting, and publicity including periodic updates about the Partner Plus Program. By participating in the Partner Plus Program, You and your employees consent to Amex using their personal information for each of the above purposes for more information, please refer to the following Privacy Statement found here
You may access your information held by American Express, and advise if you think it is inaccurate, incomplete or out-of date. You may do so by contacting:

The Privacy Officer
American Express Australia Limited
GPO Box 1582
Sydney NSW 2001
Phone: 1300 132 639

(i) Notice. You agree to promptly notify Amex in writing of any changes to Your telephone number or e-mail address.

(j) Electronic Agreement. By clicking “I Agree”, you signify that you have read, met and agreed to all terms and conditions of the Agreement. Clicking “I Agree” shall communicate Your consent to the terms shown above in the manner described herein and shall be binding upon you to the same extent as if you agreed to be bound via a handwritten signature.

(k) Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the laws of the State of New South Wales, Australia.

(l) Amendments. Amex reserves the right to terminate the Partner Plus Program and/or amend these Terms and Conditions at any time giving notice to you as soon as practicable.

(m)Miscellaneous. Amex reserves the right to verify the validity of Referred Prospect and Approved Accounts, and to disqualify any Partner who submits a lead that is not in accordance with the Agreement, or who tampers with the submission process. Errors and omissions will be accepted at Amex’s absolute discretion. Failure by Amex to enforce any of its rights at any stage does not constitute a waiver of those rights. Amex’s decision is final in relation to all matters pertaining to the Partner Plus Program.