1. Purpose & Definitions

This Agreement sets out the terms on which the Representative will promote and secure wholesale orders for the Company’s products, primarily to cafés and food-service venues in Melbourne and broader Australia.

Key Definitions

• Customer: A business purchasing eligible products from the Company for resale or service.
• Eligible Products: Coffee beans and café consumables offered by the Company. Equipment sales are excluded unless agreed in writing.
• First Order: The first paid wholesale order placed by a new Customer introduced by the Representative.
• Reorder: Any subsequent paid order by that Customer within six (6) months of the First Order date.
• Net Revenue: Invoice value before GST, less discounts, credits, shipping, and taxes.

2. Engagement & Status

• The Representative is engaged as an independent contractor. This Agreement does not create an employment, partnership, or agency relationship.
• No base wage, superannuation, annual leave, or other employee entitlements apply.
• The Representative must provide a valid ABN. If an ABN is not provided, the Company may withhold tax at the highest rate as required by law.
• The Representative has no authority to bind the Company or make warranties beyond approved materials.

3. Scope & Professional Conduct

• Prospect and approach potential Customers, present the Company’s offering, and secure First Orders.
• Use only approved pricing, collateral, and talking points supplied by the Company.
• Maintain accurate records in the agreed tracking system.
• Represent the brand professionally at all times and comply with applicable laws (including spam, privacy, and fair trading).

4. Commission & Bonuses

• First Order Commission: 15% of Net Revenue on the Customer’s First Order.
• Reorder Commission: 5% of Net Revenue on Reorders placed within six (6) months of the First Order date.
• Monthly Volume Bonus: $200 for every five (5) new Customers whose First Orders are paid within the same calendar month.
• Commissions are calculated on cleared, paid invoices only and are exclusive of GST.

5. Orders, Payment & Chargebacks

• Commissions are accrued when the Company receives cleared funds and are paid weekly on Fridays to the Representative’s nominated Australian bank account.
• Refunded, cancelled, or unpaid invoices do not attract commission. Any overpayments may be offset against future commissions.
• The Company controls pricing, fulfilment, customer service, credit decisions, and reserves the right to decline any order.

6. Lead Registration & Client Ownership

• Leads must be registered in the agreed tracker before contact is made by the Company or another Representative.
• Lead protection applies for sixty (60) days from registration where meaningful activity occurs (e.g., call, meeting, sample). Ties are resolved by earliest timestamp.
• Reorder commissions are credited to the original Representative for six (6) months following the First Order, even if this Agreement ends, provided the Representative was the procuring cause and the lead was properly registered.

7. Territory & Exclusivity

• The engagement is non-exclusive. The Representative will generally focus on the Melbourne metropolitan area unless otherwise agreed.
• The Company may allocate or change territories, accounts, or channel strategies at its discretion.

8. Expenses & Samples

• The Representative is responsible for their own expenses (travel, phone, internet, etc.).
• Sample packs may be provided or reimbursed only in accordance with the Company’s sample policy communicated from time to time.

9. Confidentiality & Intellectual Property

• Pricing, customer information, and internal materials are confidential and may be used solely for performance under this Agreement.
• All brand assets, collateral, and materials remain the Company’s intellectual property and must be returned or deleted upon request.

10. Term, Termination & Post-Termination

• Either party may terminate with seven (7) days’ written notice.
• The Company may terminate immediately for material breach, misconduct, or misrepresentation.
• Commissions earned on paid First Orders before termination and Reorders within six (6) months of the First Order (per clause 4) remain payable subject to these terms.

11. Liability & Compliance

• Each party is responsible for its own taxes and insurance. The Representative is responsible for maintaining any required registrations (including ABN).
• To the extent permitted by law, neither party is liable for indirect or consequential loss.
• This Agreement is governed by the laws of Victoria, Australia. The parties submit to the non-exclusive jurisdiction of its courts.

12. Acceptance

By submitting the 441 Coffee onboarding form and ticking “I agree”, the Representative acknowledges having read and agreed to this Agreement, effective from the date of submission.