Partner Terms & Conditions

1. Parties, Definitions & Interpretation

These Partner Terms and Conditions ("Agreement") govern the relationship between RSquared Solutions Pty Ltd (ABN 54 679 038 058), trading as RewardIf ("RewardIf", "we", "us"), and the individual or business entity ("Partner", "you", "your") accepted into the RewardIf Partner Programme.

IMPORTANT: This Agreement creates an independent contractor relationship only. It does not create an employment, agency, franchise, or joint venture relationship. You have no authority to bind RewardIf legally, make commitments on RewardIf's behalf, or incur expenses in RewardIf's name.

1.1 Definitions

"Commission" means the fee payable to Partner for a Qualifying Referral, as set out in the Partner Portal.

"Confidential Information" means all non-public business, technical, financial, or strategic information of RewardIf, including pricing, commissions, roadmaps, merchant lists, and platform architecture.

"Merchant" means a business that subscribes to the RewardIf platform.

"Partner Portal" means the online dashboard provided to Partner to track referrals, view commissions, and access approved materials.

"Qualifying Referral" means a referral that meets all conditions in clause 5.2.

"Referral Link" means the unique URL or promo code assigned to Partner for tracking referrals.

"RewardIf Materials" means any logo, brand asset, marketing content, or documentation provided by RewardIf to Partner.

2. Eligibility & Application

2.1 Eligibility

To be accepted and remain a RewardIf Partner, you must at all times:

• Be at least 18 years of age
• Hold a valid Australian Business Number (ABN) and be registered for GST (if your annual turnover exceeds the GST registration threshold)
• Be a legally operating business or registered contractor in Australia
• Not operate, develop, or have a material interest in a product or service that competes directly with RewardIf (a digital loyalty or customer engagement SaaS platform targeting Australian businesses)
• Disclose any actual or potential conflicts of interest to RewardIf in writing before or immediately upon becoming aware
• Not have previously had a partner agreement with RewardIf terminated for cause
• Not be subject to any insolvency, bankruptcy, or external administration proceedings

2.2 Application & Approval

Applications are subject to RewardIf's review and approval at its sole and absolute discretion. Submission of an application does not create any obligation on RewardIf to approve, and no partnership exists until RewardIf provides written confirmation of approval. RewardIf may decline any application without providing reasons.

2.3 Ongoing Eligibility

You must notify RewardIf promptly if you no longer meet any eligibility criterion. RewardIf may carry out periodic eligibility reviews and may suspend or terminate this Agreement if you no longer qualify.

3. Partner Types & Programme Structure

3.1 Referral Partner

Refers prospective Merchants to RewardIf using a unique Referral Link or promo code, earning a Commission for each Qualifying Referral. Referral Partners do not enter into contracts with Merchants on RewardIf's behalf.

3.2 Channel / Reseller Partner

Actively promotes and sells RewardIf subscriptions as part of their own service offering (e.g. POS resellers, business consultants, accountants). May access custom pricing arrangements only if agreed in a separate written addendum executed by both parties. No verbal arrangement constitutes a Channel Partner agreement.

3.3 Association / Industry Partner

Promotes RewardIf to their membership or network base. Association-specific terms (including any co-branding, exclusive arrangement, or non-cash consideration) must be set out in a separately executed written Memorandum of Understanding. No verbal understanding is binding.

3.4 Programme Changes

RewardIf may modify, create, or discontinue partner programme tiers at any time with 30 days' written notice. Your continued participation constitutes acceptance. If you do not accept changes, you may terminate under clause 13.2.

4. Partner Obligations & Conduct

4.1 Affirmative Obligations

As a Partner, you must at all times:

• Make only truthful, accurate, and current representations about RewardIf and the Platform
• Use only RewardIf-approved, current marketing materials and messaging
• Clearly and prominently identify yourself as an independent partner, not an employee, officer, or agent of RewardIf
• Comply with all applicable Australian laws including the Australian Consumer Law, Privacy Act 1988, Spam Act 2003, and Competition and Consumer Act 2010
• Maintain professional standards in all interactions with prospects and Merchants
• Promptly notify RewardIf of any complaint, dispute, or negative feedback from a prospect or referred Merchant
• Maintain adequate professional indemnity insurance if required by law or your industry

4.2 Absolute Prohibitions

You must not:

• Offer, promise, or provide discounts, rebates, free periods, or incentives to prospects beyond RewardIf's current publicly available promotions, without RewardIf's prior written approval
• Make oral or written commitments, guarantees, or representations on RewardIf's behalf
• Misrepresent any feature, capability, uptime, security standard, or pricing of the Platform
• Create any website, social media account, marketing material, advertisement, or content that references or imitates RewardIf without prior written approval
• Conduct a self-referral (i.e. refer your own business, any entity you own or control, or any family member's business) to earn Commission
• Refer prospects you know or reasonably suspect to be acting in bad faith, intending to exploit the free trial, or otherwise ineligible under RewardIf's Merchant Terms
• Use or disclose any Confidential Information for any purpose other than performing your obligations under this Agreement
• Register domain names, social handles, or brand names incorporating 'RewardIf' or confusingly similar terms
• Sub-contract, delegate, or assign your referral activities to any third party without prior written consent
• Engage in disparagement of competitors in RewardIf's name or use RewardIf's platform materials to make competitive comparisons without prior approval

4.3 Compliance with Laws

You are solely responsible for your legal and regulatory compliance in conducting partner activities, including compliance with the Spam Act 2003 (Cth) if you conduct outreach via email or SMS. You indemnify RewardIf for any fines, penalties, or claims arising from your non-compliance.

4.4 Audit Rights

RewardIf reserves the right to audit your compliance with this Agreement (including your use of RewardIf Materials and your referral practices) on reasonable notice. You must cooperate fully with any such audit and provide relevant records within 10 business days of request.

5. Referral Tracking & Qualifying Referrals

5.1 Referral Mechanism

All referrals must be submitted through one of the following approved channels:

• The prospect registers using your unique Referral Link
• The prospect enters your unique promo code at registration
• A written referral submission through the Partner Portal (where this feature is available)

Referrals submitted by any other method (including verbal, email introductions, or WhatsApp introductions) are not eligible for Commission unless RewardIf confirms eligibility in writing before the referral is made.

5.2 Qualifying Referral Conditions

A referral qualifies for Commission only when ALL of the following conditions are satisfied:

• The referred Merchant is a genuinely new RewardIf customer with no prior paid subscription
• The referred Merchant registers using your Referral Link or promo code, or is submitted through the Partner Portal before any direct contact with RewardIf's sales team
• The referred Merchant completes any applicable free trial and activates a paid subscription
• The referred Merchant's first subscription payment is successfully processed and not reversed, charged back, or refunded within 90 days
• The referral is not a self-referral or otherwise excluded under clause 6.6

5.3 Authoritative Records

RewardIf's Partner Portal records are the sole authoritative source for referral attribution, qualification, and Commission calculations. In any dispute, RewardIf's records are final and binding, absent manifest error.

5.4 Duplicate Referrals

Where a prospect has been referred by multiple Partners, the first recorded referral by timestamp receives the Commission. RewardIf will not split, share, or duplicate Commission payments. Partners are encouraged to register prospects in the Portal before making introduction.

5.5 Referral Expiry

A referral submitted via the Partner Portal or Referral Link expires if the referred prospect does not activate a paid subscription within 120 days of referral. Expired referrals are not eligible for Commission even if the prospect later subscribes.

6. Commission Structure, Payments & Tax

6.1 Commission Rates

Commission rates are as published in your Partner Portal and/or your partner onboarding agreement. Rates may vary by plan tier, payment frequency, and partner type. RewardIf may update Commission rates with 30 days' written notice. The rate applicable at the time a referral qualifies governs that referral's Commission.

6.2 Commission Types

Your Commission structure will be one of the following, as specified at onboarding:

• One-time flat fee: a single payment per Qualifying Referral
• Recurring: a percentage of the referred Merchant's monthly subscription fee for a defined period (e.g. 12 months)
• Hybrid: an upfront fee plus a shorter recurring tail

Commission structure is confirmed in your partner onboarding materials. No verbal representation as to Commission type or rate is binding.

6.3 Payment Schedule & Threshold

Commissions are calculated monthly in arrears and paid within 15 business days of the end of each calendar month. Minimum payout threshold is AUD $50. Amounts below this threshold roll over to the next month. Payments are made to your nominated Australian bank account only.

6.4 GST & Tax Invoices

If you are registered for GST, RewardIf will issue Recipient-Created Tax Invoices (RCTIs) covering each Commission payment, provided you have agreed to RCTI arrangements in writing. If you are not registered for GST, you must issue a valid tax invoice to RewardIf before payment is processed. You are solely responsible for your own income tax, GST, and other tax obligations arising from Commission payments.

6.5 Commission Clawback

If a referred Merchant: (a) cancels their subscription; (b) receives a full or partial refund; or (c) initiates a chargeback — within 90 days of their first payment, RewardIf will deduct the Commission paid for that referral from your next Commission payment. If insufficient Commission is outstanding, you must repay the clawback amount within 14 days of written demand.

6.6 Ineligible Referrals — No Commission

No Commission is payable for:

• Self-referrals of any kind
• Referrals where the prospect had already commenced discussions with RewardIf's direct sales team prior to your referral submission
• Trial accounts that do not convert to a paid subscription within the 120-day referral window
• Referrals determined by RewardIf to have been made in bad faith, through misrepresentation, or in breach of this Agreement
• Referrals where the referred Merchant is found to have created a duplicate account to exploit a free trial
• Referrals submitted after termination of this Agreement

6.7 Commission Disputes

Commission disputes must be raised in writing within 30 days of the relevant Commission statement. Disputes raised after 30 days are deemed accepted. RewardIf will investigate in good faith and respond within 20 business days.

7. RewardIf Brand, IP & Materials

7.1 Limited Licence

RewardIf grants you a limited, non-exclusive, non-transferable, revocable licence to use RewardIf's approved logo and marketing materials solely to promote the RewardIf platform to prospective Merchants in accordance with this Agreement and RewardIf's brand guidelines.

7.2 Brand Guidelines

You must comply with RewardIf's brand guidelines (as updated and provided to you from time to time). This includes:

• Using only current, approved versions of the RewardIf logo and assets
• Not altering, distorting, animating, or combining the RewardIf logo with other marks without approval
• Not using the RewardIf brand in a way that could imply RewardIf endorses your other products or services
• Not using the RewardIf brand in a disparaging, offensive, or misleading context

7.3 Approval of New Materials

Any materials you create that reference or feature RewardIf (including social posts, flyers, websites, videos, or email templates) must be submitted to legal@rewardif.com for written approval before use. Approval will generally be provided within 7 business days and will not be unreasonably withheld. Materials published without approval may result in immediate termination.

7.4 IP Ownership

All intellectual property in the Platform, brand, and materials remains exclusively owned by RSquared Solutions Pty Ltd. This Agreement does not transfer any ownership rights to you. Upon termination, all licences granted under this clause immediately cease and you must remove or destroy all RewardIf Materials in your possession.

7.5 No Registered IP

You must not register, or attempt to register, any trade mark, domain name, social media handle, company name, or other identifier incorporating 'RewardIf', 'RSquared Solutions', or any confusingly similar term in any jurisdiction. Breach of this clause entitles RewardIf to seek injunctive relief and damages without proving actual loss.

8. Confidentiality

8.1 Obligation

You agree to keep all Confidential Information strictly confidential and not to disclose it to any person (including your own employees, beyond those who strictly need to know to fulfil this Agreement) without RewardIf's prior written consent.

8.2 Scope of Confidential Information

Confidential Information includes but is not limited to:

• Pricing, Commission rates, discount arrangements, and revenue data
• Product roadmap, unreleased features, and technical architecture
• Merchant names, contact details, account values, and subscription data
• RewardIf's sales strategies, go-to-market plans, and target market information
• Any information marked confidential or that a reasonable person would understand to be confidential given its nature and circumstances of disclosure

8.3 Permitted Disclosure

You may disclose Confidential Information only: (a) with RewardIf's prior written consent; (b) to your employees or contractors who need it to carry out this Agreement, provided they are bound by equivalent confidentiality obligations; or (c) as required by law or court order, with prior written notice to RewardIf where legally permissible.

8.4 Survival

Confidentiality obligations survive termination of this Agreement for 3 years.

9. Privacy & Data Handling

In conducting partner activities, you may collect or handle personal information about prospective Merchants. You agree to:

• Collect only the personal information strictly necessary for the purpose of making a referral to RewardIf
• Handle all personal information in accordance with the Privacy Act 1988 (Cth) and Australian Privacy Principles
• Not disclose prospect personal information to any third party other than RewardIf as part of a referral submission
• Delete or destroy prospect personal information if the referral does not proceed within 120 days or upon request
• Immediately notify RewardIf if you suffer a data breach involving any personal information related to RewardIf or referred Merchants

You must maintain your own Privacy Policy if you collect personal information in the course of your business, and ensure prospects are informed about how their information is handled.

10. Independent Contractor

You are an independent contractor. Nothing in this Agreement creates any employment, agency, partnership, joint venture, or franchise relationship. Specifically:

• You have no authority to bind RewardIf contractually or incur liabilities in RewardIf's name
• You are responsible for all your own business expenses, equipment, and operating costs
• RewardIf does not control the manner or means by which you conduct referral activities, subject to the restrictions in this Agreement
• You are responsible for your own workers compensation, superannuation, and tax obligations
• You may not hold yourself out as an employee, officer, or authorised agent of RewardIf

11. Representations & Warranties

You represent and warrant to RewardIf on a continuing basis that:

• You have the legal authority to enter and perform this Agreement
• You hold a valid ABN and all licences and approvals required to conduct your business and carry out partner activities
• You are not subject to any legal restriction, court order, or contractual obligation that would prevent or limit your ability to perform this Agreement
• You will not engage in any fraudulent, deceptive, misleading, or unlawful conduct in connection with this Agreement
• All information you provide to RewardIf, including in your application and Partner Portal, is and will remain accurate and complete

12. Limitation of Liability & Indemnification

12.1 Cap on RewardIf Liability

RewardIf's total aggregate liability to you under or in connection with this Agreement is limited to the total Commission payments made to you in the 3 calendar months immediately preceding the event giving rise to the claim. RewardIf is not liable for any indirect, incidental, consequential, or punitive loss, including lost referral opportunities or loss of income.

12.2 No Guarantee of Merchant Behaviour

RewardIf does not guarantee that any referred prospect will subscribe to the Platform, remain a subscriber, or generate ongoing Commission. Merchant behaviour is outside RewardIf's control and is not grounds for Commission claims beyond a legitimately qualifying referral.

12.3 Partner Indemnity

You agree to indemnify, defend, and hold harmless RSquared Solutions Pty Ltd, its directors, officers, employees, and contractors from all claims, losses, damages, fines, and costs (including legal costs on an indemnity basis) arising from or in connection with:

• Any breach of this Agreement
• Misrepresentations you make about RewardIf or the Platform to any person
• Your failure to comply with applicable laws in your partner activities
• Unauthorised use of RewardIf's brand, materials, or intellectual property
• Any claim by a prospect or third party arising from your conduct

12.4 ACL Preservation

Nothing in this clause excludes any guarantee under the Australian Consumer Law that cannot be lawfully excluded.

13. Term & Termination

13.1 Term

This Agreement commences on the date RewardIf confirms your partner application in writing and continues until terminated.

13.2 Termination by Either Party

Either party may terminate this Agreement at any time by providing 30 days' written notice to the other party without cause.

13.3 Immediate Termination by RewardIf

RewardIf may terminate this Agreement immediately and without notice or compensation if:

• You breach clause 4.2 (Absolute Prohibitions), clause 7 (Brand & IP), or clause 8 (Confidentiality)
• You make any false or misleading representation about RewardIf to any person
• You engage in any fraudulent activity including self-referrals, artificial referrals, or account manipulation
• An undisclosed conflict of interest is discovered
• Your ABN, business registration, or required licences lapse or are cancelled
• You become insolvent, bankrupt, or subject to external administration
• You engage in conduct that is, in RewardIf's reasonable opinion, detrimental to RewardIf's reputation or business

13.4 Effect of Termination

Upon termination:

• Partner Portal access is immediately revoked
• No new referrals after the termination date qualify for Commission
• Commissions already earned and payable for Qualifying Referrals made before termination are paid in the next regular payment cycle, subject to clause 6.5 (Clawback) and only if the referred Merchant remains a paying subscriber
• Recurring Commission on existing referred Merchants ceases immediately upon termination (unless otherwise agreed in writing)
• All licences to use RewardIf's brand and materials immediately cease; you must remove all RewardIf Materials from any platform, website, or collateral within 5 business days
• Confidentiality, IP, and indemnification obligations survive in accordance with their respective terms

13.5 Survival

Clauses 7 (IP), 8 (Confidentiality), 9 (Privacy), 10 (Independent Contractor), 11 (Representations), 12 (Liability & Indemnification), 13.4, 14 (Dispute Resolution), and 15 (General Provisions) survive termination.

14. Dispute Resolution

If a dispute arises, the disputing party must give written notice to the other identifying the nature of the dispute and remedy sought. Both parties must attempt good faith senior-level negotiation within 21 days. If unresolved, either party may refer the matter to mediation administered by the Resolution Institute (Australia). This Agreement is governed by the laws of the Commonwealth of Australia.

Nothing prevents RewardIf from seeking urgent injunctive relief to protect intellectual property, confidential information, or to prevent reputational harm.

15. General Provisions

15.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties in relation to the Partner Programme and supersedes all prior representations, discussions, and agreements. No oral agreement, verbal representation, or email exchange constitutes a binding variation to this Agreement.

15.2 Amendments

RewardIf may amend this Agreement with 30 days' written notice. Continued participation constitutes acceptance. To reject changes, you must terminate under clause 13.2 before the effective date.

15.3 Anti-Circumvention

You must not attempt to circumvent any provision of this Agreement through technical means, use of related entities, third parties, or any other mechanism. Any circumvention is a material breach entitling RewardIf to immediate termination and recovery of all Commissions paid.

15.4 Non-Solicitation

During the term and for 12 months after termination, you must not directly solicit, approach, or recruit any employee or contractor of RSquared Solutions Pty Ltd for employment or engagement with you or any third party.

15.5 No Waiver

Failure to enforce any provision is not a waiver. A waiver must be in writing to be effective.

15.6 Severability

If any provision is invalid or unenforceable, it will be modified minimally to be enforceable, and remaining provisions continue in full force.

15.7 Assignment

You may not assign, novate, or transfer this Agreement without RewardIf's prior written consent. RewardIf may assign in connection with a restructure, acquisition, or sale of business with notice to you.

15.8 Force Majeure

Neither party is liable for delay or failure to perform due to events beyond their reasonable control, provided prompt notice is given. Force Majeure does not excuse payment obligations.

15.9 Notices

Notices in writing: RewardIf to your registered email; you to legal@rewardif.com. Effective on the next business day after email transmission.

15.10 Governing Law

This Agreement is governed by the laws of the Commonwealth of Australia. Each party submits to the non-exclusive jurisdiction of Australian courts.

© RSquared Solutions Pty Ltd (ABN 54 679 038 058) trading as RewardIf | rewardif.com | Document Ref: RI-PTC-2026-001 | Effective 22 June 2026