Referral Partner Agreement

1. The Program

Parties: NAI Technologies Pty Ltd (ABN 16 637 716 995), trading as ComplySite ("ComplySite," "we," "us"), and the individual who accepts this Agreement during Partner sign-up ("Partner," "you").

1.1 ComplySite operates a referral program under which Partners may refer prospective customers ("Referred Customers") to ComplySite using a unique referral link or code issued to the Partner upon sign-up.

1.2 Acceptance into the Program is at ComplySite's discretion. ComplySite may decline, suspend, or terminate a Partner's participation at any time, for any reason, on reasonable notice.

2. How a Referral Is Attributed

2.1 A prospective customer is attributed to a Partner only if they sign up for a ComplySite account via the Partner's unique referral link, and have not previously created a ComplySite account.

2.2 Each customer account can be attributed to one Partner only, determined on a first-referral basis. ComplySite's records of attribution are final.

2.3 Attribution does not transfer if the Referred Customer is later acquired by, merges with, or changes ownership to a different entity.

3. Commission

3.1 ComplySite will pay the Partner a recurring commission calculated as a percentage of the Referred Customer's subscription payments actually received by ComplySite, excluding GST, for as long as the Referred Customer maintains an active paid subscription.

3.2 The commission rate is 15%, and may be increased by ComplySite at its discretion to up to 20% based on referral volume or other factors ComplySite determines from time to time. Any rate change applies prospectively only, from the date ComplySite confirms the new rate in writing to the Partner -- it does not apply retroactively to commission already earned or paid.

3.3 No commission is payable on: free trial periods, refunded or charged-back payments, discounted or promotional amounts actually waived, or any period during which the Referred Customer's subscription is suspended or cancelled.

3.4 If a payment on which commission was already paid to the Partner is subsequently refunded or reversed, ComplySite may deduct the corresponding commission amount from the Partner's next payment, or invoice the Partner for it directly.

4. Payment

4.1 ComplySite will calculate commission owing on a monthly basis and pay accrued, non-disputed commission within 30 days of month-end, by direct bank transfer to an account nominated by the Partner.

4.2 The Partner is responsible for providing accurate payment details and for any tax obligations arising from commission received, including registering for and remitting GST if required under Australian law. Commission amounts stated in this Agreement are exclusive of GST; if the Partner is registered for GST, the Partner must issue a valid tax invoice to receive payment.

4.3 ComplySite may set a minimum payout threshold and carry forward any balance below that threshold to the following payment period.

5. Partner Conduct

5.1 The Partner may share their referral link through any legitimate channel (direct conversation, email, website, social media) but must not:

• (a) make false, misleading, or exaggerated claims about ComplySite's product, pricing, or capabilities;
• (b) purchase paid search advertising on ComplySite's own brand name or close misspellings of it;
• (c) offer to split or rebate any part of their commission to the Referred Customer as an inducement to sign up;
• (d) represent themselves as an employee, agent, or official representative of ComplySite, or otherwise imply an authority they do not have.

5.2 The Partner is an independent participant in the Program, not an employee, agent, partner (in the legal partnership sense), or joint venturer of ComplySite. This Agreement does not create any employment, agency, or partnership relationship, and the Partner has no authority to bind ComplySite to any obligation.

6. No Guarantee

6.1 ComplySite makes no guarantee as to the number of referrals the Partner will generate, or the amount of commission the Partner will earn. Participation in the Program carries no minimum earnings guarantee.

7. Term and Termination

7.1 This Agreement remains in effect until terminated by either party. Either party may terminate at any time by written notice (including email).

7.2 On termination, commission already accrued on Referred Customers up to the termination date remains payable in the ordinary course, for as long as those customers remain active subscribers, unless the termination was for a breach of Section 5 (Partner Conduct), in which case ComplySite may withhold or cease future commission at its discretion.

7.3 No new referrals may be attributed to the Partner after the termination date.

8. Confidentiality

8.1 The Partner must keep their specific commission rate and the terms of this Agreement confidential, and not disclose them to any third party, including other Partners or Referred Customers, without ComplySite's prior written consent.

9. Limitation of Liability

9.1 To the maximum extent permitted by law, ComplySite's total liability to the Partner arising from or in connection with this Agreement is limited to the total commission paid to the Partner in the 3 months preceding the event giving rise to the claim.

10. General

10.1 This Agreement is governed by the laws of Victoria, Australia.

10.2 This Agreement constitutes the entire agreement between the parties regarding the Program and supersedes any prior discussions or representations.

10.3 ComplySite may update this Agreement from time to time. Continued participation in the Program after notice of an update constitutes acceptance of the updated terms.

By checking "I agree" during Partner sign-up, you confirm you have read and accept this Agreement.