Terms of Use: CLC Referral Agent Program

Version 1.1: Dated 14 December 2020


1)    Preamble

1.1 The Terms of Use is provided by Compliance and Learning Center (Pty) Ltd. From here on the Terms of Use will refer to Compliance and Learning Center (Pty) Ltd as the Company.

1.2 A Referral Agent is a natural person that refers to prospective clients to the Company for a commission paid on successful transaction between the Company and the prospective client.

1.3 The Terms of Use is a legal document between The Referral Agent and the Company.

1.4 The purpose of the Terms of Use is to describe the referral relationship The Referral Agent are entering into with the Company.

1.5 The Terms of Use covers The Referral Agent responsibilities and the responsibilities of the Company to the Referral Agent.

1.6 Ensure that you read and understand the document in its entirety before applying to the Referral Agent Program.


2)    Definitions

2.1 Primary website:  www.virtualclc.co.za

2.2 Pyramid scheme: Receiving compensation primarily from the respective recruitment of other referral agents.

2.3 Qualified purchased: A qualified purchase is a purchase that adheres to all of the following:

2.3.1       Must not be referred by any other partner or Referral Agent links of the Company (in other words, Qualified Purchases are only available through the specific Referral Agent Link.

2.3.2        May not be purchased by an already-existing partner or Referral Agent of the Company.

2.3.3        May not be purchased before the Referral Agent joining the Referral Agent Program.

2.3.4        May only be purchased through a properly-tracking Referral Agent Link.

2.3.5        May not be purchased by a client in violation of any legal terms or Acceptable Use Principle.

2.3.6        May is not fraudulent in any way, in the Company’s sole and exclusive discretion.

2.3.7        May not have been induced by the Referral Agent, offering the client any coupons or discounts.

2.4 Referral Program: The program the Company set up for Referral Agents as set out in the Terms of Use

2.5 Terms: Terms of Use – this document.

2.6 The Link: Specific links and other marketing tools provided by the Company to a Referral Agent which corresponds to product offerings. The Links sends users to the Company’s Website (s). The links are accessible by the Referral Agent on the Primary Website Referral Agent Portal.


3)    Assent and Acceptance

3.1 The Referral Agent must be at least 18 (eighteen) years of age to join the Referral Agent Program. By applying to the Referral Agent Program, The Referral Agent warrant that The Referral Agent are at least 18 years of age and may legally agree to this Terms.

3.2 By applying to the Referral Agent Program, The Referral Agent warrant that The Referral Agent have read and reviewed the Terms and that The Referral Agent agree to be bound by it.


4)    Program sign-up

4.1 To sign up, a Referral Agent Program Application must be completed. The application may be found on the following Link of a user as registered on the primary Website.


4.2 The Company has the right to approve to disapprove an application at the discretion of the CEO of the Company.

4.3 The CEO’s decision is final. If an application is rejected, The Referral Agent may not reapply.

4.4 The Company may ask for additional information to complete a Referral Agent Program Application.

4.5 The Company may ask the Referral Agent to undertake additional steps to ensure and maintain eligibility to the Referral Agent Program.


5)    Program details

5.1 The Referral Agent is provided with The Links. The Links are keyed to the identity of the Referral Agent.

5.2 The Referral Agent must cooperate with the Company regarding the Link.

5.3 The Referral Agents send/post the Link to families and/or friends that might be interested in the services of the Company.

5.4 If a user clicks through the Link and completes a sale of a Qualified Purchase; the Referral Agent receives 8% (eight present) commission on the sale.

5.5 The commission is added to the account of the Referral Agent.

5.6 Real-time data regarding the Referral Agent Account is available to the Referral Agent at all times via the Referral Agent Portal on the Primary Website.

5.7 It is the sole discretion of the CEO of the Company to determine whether a payout is permissible.

5.8 Processing and fulfilment of a sale is the responsibility of the Referral Agent.


6)    The Referral Agent information

6.1 Payment due to a Referral Agent will only be processed if the Referral Agent entered their payment details under the Referral Agent Profile on the Primary Website and submitted any other documentation requested to facilitate the payment.

6.2 The Referral Agent must inform the Company within two (2) business days should any personal, payout or account details change.

6.3 Payments are made into the designated bank account, or any other agreed payment method on the last Saturday of each month.

6.4 A payout report will be sent via email to the Referral Agent on a payout.

6.5 The Referral Agent must inform the CEO of the Company of any dispute concerning a payout in writing within 30 days of receipt of payout or payout due date.


7)    Term of relationship, termination and suspension

7.1 The relationship commences on approval of the Referral Agent by the Company.

7.2 The Company has the right to terminate the relationship with immediate effect by notice to the Referral Agent in writing.

7.3 At the termination of the relationship, any provisions in The Terms that would be expected to survive termination by their nature shall remain in full force and effect.


8)    Intellectual  Property

8.1 The intellectual property owned by the Company includes all copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to the Company

8.2 The Referral Agent, subject to limitations listed in the Terms, is granted the non-exclusive, non-transferable, revocable authorisation to access the Company Primary Website in conjunction with the Referral Agent Program and use the Company Intellectual Property solely and exclusively in conjunction with identifying the Company and brand on the Referral Agent Portal to send persons The Links.

8.3 The Referral Agent is prohibited from modifying the Company Intellectual Property in any way, form or manner.

8.4 The Referral Agent is not permitted to use any of the Company Intellectual Property or any confusingly similar variation of the Company Intellectual Property without the CEO of the Company’s express prior written permission. This includes a restriction on using the Company Intellectual Property in any domain or website name, in any keywords or advertising, in any metatags or code, or in any way that is likely to cause consumer confusion.


9)    Variation of The Terms of Use

9.1 The Company may, from time to time and at any time, modify The Terms of Use.

9.2 Modifications or variations will replace any prior version of The Terms of Use unless previous versions are specifically referred to or incorporated into the latest modification or variation of The Terms.

9.3 The Referral Agent will be notified by email should the Terms of Use be modified. However, the Referral Agent must monitor the Terms of Use on the Primary Website frequently and refer to the Effective Date posted at the top of the Terms of Use to note modifications or variations.

9.4 The Referral Agent has the responsibility to clear their cache before accessing The Terms of Use to ensure the latest version is accessed.


10)   Capacity

10.1 Nothing contained within The Terms of Use shall be construed to form any partnership, joint venture, agency, franchise, or employment relationship.

10.2 The Referral Agent is an independent contractor of the Company and will remain so at all times.

10.3 The Company shall not provide fringe benefits, and the Referral Agent is liable for paying his personal taxation in terms of any payout received from the Company.


11)   Acceptable Use

11.1 The Referral Agent agrees to not to use the Referral Agent Program or the Company for any unlawful purpose or any purpose prohibited under this clause.

11.2 The Referral Agent agree not to use the Referral Agent Program in any way that could damage the Company’s websites, products, services, or the general business of the Company.

11.3 The Referral Agent agree not to use the Referral Agent Program-

11.3.1        To harass, abuse, or threaten others or otherwise violate any person’s legal rights.

11.3.2        To violate any intellectual property rights of the Company or any third party.

11.3.3        To upload or otherwise disseminate any computer viruses or other software that may damage the property of another.

11.3.4        To perpetrate any fraud or misrepresentation.

11.3.5        To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme.

11.3.6        To publish or distribute any obscene or defamatory material.

11.3.7        To publish or distribute any material that incites violence, hate, or discrimination towards any group.

11.3.8        To unlawfully gather information about others.

11.4 The Referral Agent is to ensure that any information provided to persons regarding the Company’s offerings and services must be correct and not misleading.

11.5 If the Referral Agent uses their own website to promote The Links, The Referral Agent is responsible for ensuring operation and maintenance of this site.

11.6 The Referral Agent must comply with all applicable statutes, regulations, and guidelines concerning the marketing and advertising of products and services as well as privacy and data security.

11.7 The Referral Agent is not permitted to reverse engineer or attempt to reverse engineer or disassemble any code or software from or on any of The Company websites or services.

11.8 The Referral Agent is not permitted to violate the security of any of The Company websites or services through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.

11.9 The Referral Agent are strictly prohibited from using the Referral Agent Program for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.

11.10 The Referral Agent will always act in Good Faith towards the Company.


12)  Indemnification

12.1 The Company does not accept responsibility for the security of The Referral Agent account or content. The Referral Agent agree that The Referral Agent participation in the Referral Agent Program is at The Referral Agent’s own risk.

12.2 The Referral Agent agree to defend and indemnify the Company and any of its agents (if applicable) and hold the Company harmless against any legal claims and demands, including reasonable attorney’s fees, which may arise from or relate to The Referral Agent’s use or misuse of the Referral Agent Program, The Referral Agent breach of the Terms, or The Referral Agent conduct or actions.

12.3 The Referral Agent agree that the Company shall be able to select its own legal counsel and may participate in its own defence if the Company wishes.


13)   Service Interruptions

13.1 The Company may need to interrupt The Referral Agent access to the Referral Agent Program to perform maintenance or emergency services on a scheduled or unscheduled basis. 

13.2 The Referral Agent agree that The Referral Agent access may be affected by unanticipated or unscheduled downtime, for any reason, but that the Company shall have no liability for any damage or loss caused as a result of such downtime.


14)  No Warranties

14.1 The Referral Agent use of the Referral Agent Program is at The Referral Agent sole and exclusive risk and that any services provided by the Company are on an “As Is” basis.

14.2 The Company expressly disclaims any express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability.

14.3  The Company makes no warranties that the Referral Agent Program will meet The Referral Agent needs or that it will be uninterrupted, error-free, or secure.

14.4 The Company also makes no warranties as to the reliability or accuracy of any information.

14.5 The Referral Agent agree that any damage that may occur to The Referral Agent, through The Referral Agent electronic mediums, or as a result of a loss of The Referral Agent data from The Referral Agent use of the Referral Agent Program is The Referral Agent’s sole responsibility and that the Company is not liable for any such damage or loss.


15)  Determination of Disputes

15.1 Any dispute (other than where an interdict is sought or urgent relief may be obtained from a court of competent jurisdiction) arising out of or under this Terms including, but not limited to, any dispute or difficulty arising in connection with the interpretation, application and/or effect of any of the terms or conditions contained in this Terms and/or arising out of the termination or cancellation of the Referral Agent relationship or any provisions of this Terms, and any question in respect of which no agreement can be reached (“the Dispute”) shall, unless resolved between the parties to the Dispute, be referred to such person as may be agreed upon between the parties to the Dispute or, failing such agreement within five (5) days after the occurrence of such Dispute, to a counsel practising at the Johannesburg Bar and nominated by the president of the Johannesburg Bar Council.

15.2 Any person agreed upon or nominated as contemplated in clause 15.1 (“the Referee”) shall in all respects act as a referee with the combined duties and powers of a mediator and arbitrator.

15.3 The Referee shall be vested with entire discretion as to the procedure and manner to be followed in arriving at his decision.

15.4 The parties to the Dispute shall use their best endeavours to procure that the decision of the Referee shall be given within 5 days or so soon after as reasonably possible after it has been demanded.

15.5 The Referee’s decision shall be final and binding on the parties to the Dispute, shall be carried into effect and may be made an order of any competent court at the instance of any of the parties to the Dispute.

15.6 The provisions of this clause constitute an irrevocable consent by the Referral Agent to any proceedings in terms of this clause, and none of the parties to a Dispute shall be entitled to withdraw from them or claim at any such proceedings that the provisions of this clause do not bound him.


16)   Governing Law

This Terms and the performance under the Referral Agent Program, and all suits and special proceedings under this Terms of Use, be construed under and governed by the Republic of South Africa without regard to the jurisdiction in which any action or special proceeding may be instituted.


17)   Miscellaneous

17.1 Language: All communications made or notice given under the Terms and Referral Agent Program shall be in the English language.

17.2 Assignment: This Terms, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by The Referral Agent. Should the Terms, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by the Company, the rights and liabilities of the Company will bind and inure to any assignees, administrators, successors, and executors.

17.3 Severability: If any part or subpart of the Terms is held invalid or unenforceable c whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of the Terms of Use.

17.4 No Waiver: If the Company fail to enforce any provision of the Terms, this shall not constitute a waiver of any future enforcement of that provision or any other provision. Waiver of any part or subpart of the Terms will not constitute a waiver of any other part or subpart.

17.5 Headings: Headings of parts and subparts under the Terms are for convenience and organization, only. Headings shall not affect the meaning of any provisions of the Terms.

17.6 Gender: Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

17.7 Force Majeure: The Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

17.8 Electronic Communication Permitted: Electronic communications are permitted to both Parties under the Terms, including email or fax. For any questions or concerns, please email the Company at [email protected]