Reseller and Partner Program Agreement

Aperim Pty Ltd (ABN 46150699737; ACN 150699737) is incorporated in New South Wales, Australia and operates the aicial brand. In this Agreement, “aicial” refers to that brand; “we”, “us” and “our” refer to Aperim Pty Ltd; and “you” refers to the person or organisation that applies for, or participates in, our partner program.

This Reseller and Partner Program Agreement (“Agreement”) governs your participation as a referral or affiliate partner, as described in section 2. It applies from when you accept it as described below and continues for as long as you participate in our partner program.

You accept this Agreement by applying to our partner program or otherwise participating in the program. If you accept this Agreement on behalf of an organisation, you confirm that you have authority to bind that organisation, and “you” then refers to that organisation.

If you are also an aicial customer, your use of our services is separately governed by our Terms of Service. This Agreement governs only your participation in the partner program, and does not change the terms on which you use a service as a customer.

aicial works with two types of partner.

A referral partner (also called an affiliate partner) introduces a prospective customer to aicial and earns a commission on the revenue we receive from that customer if they convert, as described in section 4. A referral partner does not sell aicial’s services itself, is not a party to the resulting agreement between us and the customer, and has no role in delivering a service.

A reseller partner resells aicial’s services under its own commercial relationship with the end customer — for example, invoicing the customer directly and setting its own price. We do not offer the reseller model to every partner, and it is available only under a separate, individually signed reseller agreement that sets out its own commercial terms, including how they may differ from the default terms in this Agreement.

This Agreement, including its default commission structure in section 4, is the agreement for referral partners. Where you and we have a separate signed agreement that expressly addresses a matter this Agreement also addresses — including a different commission rate, revenue period or conversion window — that separate agreement governs for that matter.

To become a referral partner, apply through the process we publish or otherwise make available to you, providing accurate information about you or your business and how you intend to refer customers to aicial.

Acceptance is at our discretion. We may accept or decline an application, or ask for more information first, and we do not have to give reasons for declining one. We may set, and change, the eligibility requirements or application information we require, and we may review your continued eligibility at any time.

Your participation as a partner does not begin until we confirm your acceptance to you in writing, and applying does not itself entitle you to any referral opportunity or commission.

We attribute a referral to you once you are a confirmed partner under section 3, and you introduce a prospective customer to us in a way we can verify — for example, through a referral link or code we provide, or another introduction that identifies you as the source — and we record it in our systems before the prospective customer has otherwise engaged with us. Our records, kept accurately and applied reasonably, are the basis for calculating commission, subject to the process for querying a statement described later in this section.

A prospective customer must be genuinely new to us to qualify: they must not already be an aicial customer, and must not already be in an active conversation with us, when you refer them. You may not refer yourself or a business you own or control. Where more than one person claims to have referred the same prospective customer, we pay commission only to the partner we determine, acting reasonably, referred them first.

If a person or organisation you refer becomes a paying aicial customer — by signing an order form or statement of work, or by starting a paid subscription to our planned self-serve software service once it becomes available — within 90 days of the referral being recorded, they become a “referred customer” and you earn commission on the revenue we receive from them. “Revenue” means fees a referred customer pays for an aicial service, excluding GST and any other tax, and excluding disbursements, third-party charges and amounts we pass through at cost.

Our default commission structure is 15% of the revenue we actually receive from a referred customer during the first 12 consecutive months after they convert, calculated for revenue we receive in each calendar month and paid within 14 days after the end of that month. Revenue that is later refunded, credited or charged back is deducted from that calculation. Each payment comes with a commission statement showing the referred customers, the revenue we received and how we calculated the commission. If you consider a statement contains a manifest error, tell us in writing within 30 days of receiving it; we will investigate in good faith and correct a confirmed error. This is our standard, currently-in-force commission structure for referral partners. A different rate, revenue period or conversion window applies instead where you and we have a separate signed agreement that expressly says so, to the extent of that difference, as described in section 2.

We calculate and pay commission in Australian dollars, unless we agree otherwise in writing. Commission is exclusive of GST and any other tax. Where GST applies to commission we pay you, we pay the applicable GST in addition, and you must give us a valid tax invoice. Where we agree in writing to use recipient-created tax invoices instead, that agreement will contain the statements the Australian Taxation Office (ATO) requires. You must give us your ABN and tell us if it changes; if you do not quote a valid ABN and no exemption applies, we must withhold from commission at the rate the law requires and remit it to the ATO. You are responsible for your own income tax and other tax obligations arising from commission we pay you.

Participating in our partner program does not guarantee that you will receive any referral opportunity, that a referral you make will convert, or that you will earn any commission. We make no commitment to any minimum volume of referrals, customers or commission.

This Agreement does not create an exclusive relationship in either direction: we may work with other partners on the same or different terms, and, as described in section 8, you remain free to work with others.

This Agreement is not an employment relationship, and participating in the partner program does not entitle you to any employee entitlement, benefit or protection.

When you promote aicial or refer a prospective customer, you must represent our services accurately. You must not misrepresent aicial’s services, or make a claim, promise or commitment about them that we have not authorised, including any claim about results, revenue, reach, engagement or algorithm treatment.

You must comply with the advertising, endorsement and disclosure laws that apply to you, including the Australian Consumer Law’s prohibition on misleading or deceptive conduct, and disclose your commission relationship with us where the law, a platform’s own rules, or your audience’s reasonable expectations require it.

When you refer a prospective customer, you must be lawfully entitled to share their personal information with us — including having their consent or another lawful basis, and having told them their details will be passed to us — and must comply with the Privacy Act 1988 (Cth) and the Spam Act 2003 (Cth), including its rules on unsolicited commercial electronic messages, when promoting aicial or submitting their details. You must not send us sensitive information about a prospective customer unless we specifically request it. We handle a referred prospective customer’s personal information in accordance with our Privacy Policy.

You must act consistently with the ethics commitments in clause 6 of our Terms of Service, which restate our Ethics Charter, when you promote us — including our commitment to sell outcomes honestly: we do not promise to fix a platform’s payouts, restore organic reach, or beat a platform’s algorithm, and you must not promise these things on our behalf either.

A breach of this section is a material breach of this Agreement. We may withhold or reclaim commission connected to a referral obtained through conduct that breaches this section.

You may use aicial’s name, logo and other brand assets only as permitted by our Trademark & Brand Usage Guidelines, and only to identify yourself as an aicial partner and promote aicial’s services as permitted by this Agreement. Your acceptance as a partner under this Agreement is the permission those guidelines require for that logo use and for identifying yourself as an aicial partner, subject to any conditions we notify to you; their other requirements, including the wordmark, factual-reference and prohibited-use rules, continue to apply in full. This licence is non-exclusive, non-transferable and limited to that purpose, and ends when your participation in the partner program ends.

You must not use our brand assets in a way that suggests a broader affiliation, partnership structure or endorsement than actually exists, or that you are our employee, agent or subsidiary.

You participate in our partner program as an independent contractor. Nothing in this Agreement makes you our employee, agent, franchisee or joint venturer, or creates a partnership between us in the legal sense. You have no authority to bind us, make a representation or commitment on our behalf, or incur an obligation for us. Section 6 states how you must describe our services when promoting us; it does not appoint you as our agent or authorise you to make a representation on our behalf.

You are responsible for your own business, including its expenses, staff or contractors, insurance, and its own compliance with law, including tax law applicable to your business and the commission we pay you.

This Agreement does not create any exclusivity. You may promote or refer other businesses, including a business that competes with aicial, and nothing in this Agreement restricts either of us from doing so.

Each of us retains ownership of our own intellectual property. Nothing in this Agreement transfers or licenses our platform, technology, methodology, trademarks or other intellectual property to you, except the limited licence described in section 7. Nothing in this Agreement transfers or licenses your own trademarks, content or other intellectual property to us, except that, with your consent, we may identify you as an aicial partner on our website or in our marketing materials.

If you give us feedback or ideas about our services or the partner program, we may use them to operate and improve our services and the program without any obligation to you, but this does not give us any licence to your own trademarks or brand assets beyond the consent described above.

Each of us must keep the other’s confidential information confidential, use it only to perform our obligations or exercise our rights under this Agreement, and protect it with at least the same care the receiving party uses for its own confidential information of a similar kind, and no less than reasonable care. Confidential information includes your commission details and any other non-public information about our respective businesses, technology or customers that a reasonable person would understand to be confidential.

This does not apply to information that is or becomes public other than through a breach of this section, that the receiving party already lawfully held, or that the receiving party is required by law to disclose.

To the maximum extent the law allows, neither of us is liable to the other for indirect, consequential or special loss, or for loss of profits, revenue, goodwill or anticipated savings, arising out of or in connection with this Agreement or the partner program, even if advised of the possibility of that loss.

To the maximum extent the law allows, each of our total liability arising out of or in connection with this Agreement or the partner program, whether in contract, tort (including negligence), under statute or otherwise, is limited to the greater of (a) the total commission we paid you in the 12 months before the event giving rise to the claim, and (b) A$1,000.

Nothing in this section excludes, restricts or limits a guarantee, right or remedy you have under the Australian Consumer Law or other law that cannot lawfully be excluded, restricted or limited. Beyond that, this section does not limit either party’s liability for death or personal injury caused by negligence, for fraud, or for anything else the law does not allow to be limited or excluded, or either party’s liability for a breach of section 9 (intellectual property) or section 10 (confidentiality), or your indemnity obligation below.

You indemnify us against damages and reasonable costs finally awarded against us by a court or arbitral tribunal of competent jurisdiction, or agreed in settlement with your prior written consent, arising from a third party claim caused by your breach of section 6 (your obligations as a partner) or by a representation you make about aicial. This indemnity is conditional on us giving you prompt written notice of the claim, allowing you to control its defence and any settlement at your expense, and providing you reasonable cooperation. You may not settle a claim in a way that admits fault by, or imposes an obligation on, us without our prior written consent.

Either of us may end your participation in the partner program at any time, for any reason, by giving the other written notice. We may also suspend or end your participation immediately where we reasonably believe you have breached this Agreement, misrepresented aicial’s services, or created a legal, security or reputational risk, and will tell you promptly if we do.

A referral you recorded before the date your participation ends keeps the full benefit of section 4: if it has not yet converted, it remains eligible to convert within the standard 90-day window, and the resulting commission is calculated and paid for the full 12 consecutive months described in section 4; if it has already converted, we continue to pay commission on it for the remainder of those 12 consecutive months. This applies, and is calculated and paid in the same way, even where the window or the 12-month period ends after your participation has ended. Where we end your participation because we reasonably believe you breached this Agreement, misrepresented aicial’s services, or created a legal, security or reputational risk, this paragraph does not apply, and we owe you only commission that had already accrued for revenue we received before the date your participation ends. Either way, we owe no commission for a person or organisation that you refer, or that first becomes aware of aicial through you, on or after the date your participation ends.

The licence described in section 7 ends when your participation ends, and you must stop presenting yourself as an aicial partner from that date. Sections 4 (to the extent needed to calculate and pay commission that accrues before or after your participation ends under this section), 6, 8, 9, 10, 11, 13 and 15, and this section, survive ending your participation, together with any other section that by its nature should continue.

This Agreement is governed by the law of New South Wales, Australia. A dispute arising out of or in connection with this Agreement is resolved in accordance with the dispute resolution procedure in Terms of Service, clause 16, including its binding arbitration administered by the Australian Centre for International Commercial Arbitration (ACICA), seated in Sydney, New South Wales, which applies to a dispute under this Agreement as if set out in full here.

For a non-binding, plain-language summary of that procedure, see our dispute resolution explainer. Nothing in this section limits either party’s non-waivable statutory rights or either party’s right to seek urgent injunctive relief in a court of competent jurisdiction to protect its intellectual property or confidential information pending the arbitration. Each of us submits to the non-exclusive jurisdiction of the courts of New South Wales, and the courts of appeal from them, for a proceeding of that kind.

We may update this Agreement to reflect changes to our services, the partner program or the law. We will give you reasonable notice of a material change, including by email or by publishing the updated Agreement on our website, and the change applies only from the end of that notice period, not before. A change does not reduce commission that has already accrued, and does not apply to a referral you recorded before the change takes effect.

If you do not agree with an update, you may stop participating in the partner program and end this Agreement as described in section 12. Continuing to participate in the partner program after an update takes effect means you accept it.

We may also change, pause or discontinue the partner program generally, including by closing it to new referrals, on reasonable notice. Discontinuing the program is treated the same way as ending your participation without cause under section 12: a referral you recorded before the program is discontinued keeps the full benefit of section 4 as described there.

Entire agreement. This Agreement, together with any separate signed reseller or partner agreement referenced in section 2 and any application information we have accepted, is the entire agreement between us about your participation in the partner program, and supersedes any earlier agreement or understanding about it.

Severability. If a provision of this Agreement is found unenforceable, the rest continues to apply, and the unenforceable provision is read down to the minimum extent needed to make it enforceable, or removed if it cannot be read down.

Assignment. You may not assign or transfer this Agreement without our prior written consent, except to a successor in a merger, acquisition or sale of substantially all of your business, of which you must give us prompt written notice. We may assign or transfer this Agreement in connection with a similar transaction affecting our business, or to a related body corporate.

No waiver. A failure or delay by either of us in exercising a right under this Agreement is not a waiver of that right. A waiver is only effective if given in writing.

Notices. Give us a notice under this Agreement by emailing legal@aicial.com. We may give you notice by email to the address on your partner application or account, or by a notice on our website for a change described in section 14.

For questions about this Agreement or our partner program, contact:

Aperim Pty Ltd, which operates the aicial brand
ABN 46150699737
ACN 150699737
New South Wales, Australia
Email: legal@aicial.com