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This Agreement is between Feasly Pty Ltd ABN 25 651 937 763 of Queensland, Australia (Feasly, we, us, our) and the person or entity enrolling in the Feasly Affiliate Partner Program (Affiliate, you, your).

By enrolling in the Program, creating an account on the Partner Portal, or accepting an Affiliate Link, you agree to be bound by this Agreement.

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1. Definitions

In this Agreement:

ABN means an Australian Business Number issued under the A New Tax System (Australian Business Number) Act 1999 (Cth).

Affiliate, you, your means the individual or entity participating in the Program.

Affiliate Dashboard means the reporting interface within the Program Platform through which you may view your referral activity, Customer Transactions and Commission balances.

Affiliate Lead means a prospective customer who clicks your Affiliate Link.

Affiliate Link means the unique tracking link issued to you by Feasly.

Active Lead means a person or entity recorded in Feasly’s customer relationship management system with whom Feasly has had a substantive, individually conducted sales interaction, being a demonstration delivered to that person, a quote or proposal prepared for that person, or direct sales correspondence exchanged individually with that person. A person is not an Active Lead merely because they have joined a waitlist or mailing list, received automated, sequenced or bulk marketing communications, registered for the Trial Period, downloaded content, or otherwise interacted with Feasly’s website or marketing.

Business Day means a day that is not a Saturday, Sunday or public holiday in Brisbane, Queensland.

Commission means the payment earned by you in respect of eligible Customer Transactions, calculated in accordance with clause 7.

Commission Period means the period of 12 months commencing on the date of Conversion, during which Commission may accrue in respect of that Customer.

Commission Rate means the percentage rate set out in your Partner Schedule or, where no Partner Schedule applies, the standard rate published on the Partner Portal as at the date of the relevant Conversion.

Conversion means the date on which a Customer makes their first successful payment for the Subscription Service, whether or not that payment is preceded by a Trial Period.

Customer means an Affiliate Lead who purchases a subscription to the Subscription Service in circumstances satisfying clause 6.

Customer Transaction means a payment of Subscription Fees that qualifies for Commission under clause 6.

Full Published Price means the price published by Feasly for the plan and billing period the Customer actually purchases, before any discount.

Other Feasly Product means any product, application, platform, module or service made available by Feasly other than the Subscription Service, whether existing at the date of this Agreement or released, acquired, rebranded or made available at any time afterwards.

GST has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Initial Subscription means the Customer’s first paid subscription to the Subscription Service, commencing at Conversion. For the avoidance of doubt, registration for the Trial Period is not an Initial Subscription and does not itself give rise to Commission.

Partner Portal means the online portal made available by Feasly to Affiliates, incorporating the Affiliate Dashboard, marketing materials and published Commission Rates.

Partner Schedule means any written schedule, partner agreement or order form executed between Feasly and you that varies or supplements the commercial terms of this Agreement.

Payment Method means the valid and current bank account or other payment details you provide to receive Commission.

Payment Provider means Feasly’s subscription management and payment providers used to process Customer subscriptions and Commission payments.

Personal Information has the meaning given in the Privacy Act 1988 (Cth).

Published Subscription Plan means a subscription plan for the Subscription Service that Feasly offers for purchase at a published price on Feasly’s website as at the date the Customer purchases it, charged as a single recurring fee. A Published Subscription Plan may include access to one or more Other Feasly Products where that access is included in the plan’s single recurring fee.

Platform Terms means Feasly’s standard platform terms of use published on Feasly’s website, as varied in accordance with their terms.

Program means the Feasly Affiliate Partner Program governed by this Agreement.

Program Platform means the third party affiliate management software used by Feasly to operate the Program, currently supplied by Tolt, Inc. (United States), or such other provider as Feasly may notify to you from time to time.

Qualification Period means the period of 30 days immediately following Conversion.

Subscription Fees means the recurring fees payable by a Customer for a Published Subscription Plan, excluding GST. Subscription Fees do not include the amounts listed in clause 6.3.

Subscription Service means Feasly’s web based property development feasibility platform.

Tracking Window means the period of 30 days commencing when an Affiliate Lead first clicks your Affiliate Link.

Trial Period means Feasly’s standard free trial of the Subscription Service, currently 14 days and requiring valid payment card details at registration, as varied by Feasly from time to time.

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2. Eligibility and Enrolment

2.1 The Program is presently open to Australian resident individuals and entities only. To participate you must be at least 18 years of age, be resident in or incorporated in Australia, and hold a current ABN.

2.2 You must provide accurate enrolment information, including your legal name or entity name, ABN, GST registration status and Payment Method, and must keep that information current.

2.3 Feasly may decline any enrolment application at its discretion, acting reasonably.

2.4 The Program is single tier. You must not appoint, recruit or operate sub-affiliates, and no Commission is payable in respect of referrals generated by any person other than you through your own Affiliate Link.

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3. Non-Exclusivity

3.1 This Agreement is non-exclusive. Each party may work with other affiliates, partners, resellers and service providers.

3.2 Nothing in this Agreement restricts you from promoting products or services that compete with the Subscription Service, unless a Partner Schedule provides otherwise.

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4. Program Platform and Third Party Software

4.1 The Program is operated using the Program Platform, integrated with Feasly’s Payment Providers.

4.2 By participating in the Program you acknowledge that your information, including your name, contact details, ABN, referral activity and payment details, will be processed by the Program Platform and the Payment Providers for the purposes of tracking referrals, calculating Commission and facilitating payment.

4.3 The Program Platform is operated from the United States. At enrolment you will be asked to give express consent to the disclosure of your information to that provider and to its processing outside Australia, and you may withdraw that consent at any time by terminating this Agreement under clause 21.2. Feasly’s privacy policy identifies the recipients and the countries in which your information is processed.

4.4 Feasly will configure the Program Platform so that referral attribution operates on the basis set out in clause 6.8. The Affiliate Link and its associated tracking cookie operate for the Tracking Window only, being the 30 day period during which a click is tracked through to account creation. Once an Affiliate Lead creates a Feasly account within the Tracking Window, that account is associated with your Affiliate Link in the Program Platform through the ongoing integration between Feasly’s Payment Provider and the Program Platform, and Conversion is tracked and attributed on that basis independently of the tracking cookie and regardless of how long after account creation Conversion occurs.

4.5 Eligible Affiliate Links include links to the Feasly website and to the Feasly sign-up page.

4.6 You may view your own referral activity and Customer Transactions through the Affiliate Dashboard. Dashboard figures are indicative only. Where the Affiliate Dashboard and Feasly’s subscription records conflict, Feasly’s subscription records prevail.

4.7 Feasly is not responsible for errors, outages or delays caused by the Program Platform or the Payment Providers, but will use reasonable efforts to resolve them.

4.8 You must comply with the applicable terms of use of the Program Platform.

4.9 The Affiliate Dashboard reports referral activity in aggregate and pseudonymised form. Feasly does not disclose Customer identities, contact details or account data to you through the Program. You must not use any information obtained through the Program to identify, contact or market to a Customer, and must not represent to any person that you have access to Customer data.

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5. Promotional Discounts and Negotiated Terms

5.1 Feasly and you may agree in writing to offer your audience a promotional discount, reduced subscription rate, extended trial or free access period.

5.2 Unless a Partner Schedule provides otherwise, Commission on a discounted subscription is calculated by applying the Commission Rate to the discounted Subscription Fees actually received and retained by Feasly, in accordance with clause 7.1. A discount reduces Commission proportionately; it does not extinguish it.

5.3 A Partner Schedule may vary clause 5.2 by providing for a different Commission Rate, a fixed fee, or no Commission in respect of a particular promotion.

5.4 No Commission accrues in respect of any period during which the Customer pays nothing, including any free or promotional access period. Commission accrues on Subscription Fees paid after that period ends, subject to clause 6.

5.5 The Trial Period is a standard feature of the Subscription Service available to all customers, is not a promotion for the purposes of this clause 5, and does not affect eligibility for Commission on the payments that follow it.

5.6 Nothing in this clause 5 limits Feasly’s right to run its own promotions, discounts or pricing changes independently of the Program. Where a Customer applies a Feasly-run discount that you did not negotiate, clause 5.2 applies.

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6. Customer Transactions, Eligibility and Attribution

6.1 You are eligible to earn Commission in respect of a Customer Transaction only where all of the following are satisfied:

• the Affiliate Lead clicks your Affiliate Link and creates a Feasly account within the Tracking Window, whether by registering for the Trial Period or by subscribing directly. It is not necessary for Conversion itself to occur within the Tracking Window;
• the Customer makes their first successful payment for the Subscription Service, at Full Published Price or on terms for which Commission is payable under clause 5;
• the Customer remains an active, paying subscriber throughout the Qualification Period, and does not request cancellation of their subscription during the Qualification Period, whether or not the cancellation takes effect during it;
• the Customer does not cancel, charge back, obtain a refund or default on payment in respect of that Customer Transaction; and
• the Affiliate Lead was not an existing Feasly customer, and was not an Active Lead, at any time in the 60 days before first clicking your Affiliate Link.

6.2 Commission accrues on Subscription Fees actually received and retained by Feasly from the Customer during the Commission Period, regardless of the plan or billing period the Customer is on at the time, subject to clause 6.3. For a monthly subscription this means the Initial Subscription and each subsequent monthly payment falling within the Commission Period. For an annual subscription it means a single payment. A change of plan or billing period during the Commission Period does not interrupt or end the accrual of Commission, and does not extend the Commission Period. Commission does not accrue on the portion of any prepayment referable to a period after the Commission Period ends.

Scope of Commission

6.3 Commission is limited to Published Subscription Plans. Commission accrues only on Subscription Fees payable for the Customer’s Published Subscription Plan during the Commission Period. No Commission accrues on any other amount paid by a Customer to Feasly, including:

• any Other Feasly Product purchased separately from, or in addition to, the Customer’s Published Subscription Plan, whether purchased at the same time as the Initial Subscription or afterwards, and whether or not it is billed on the same invoice or accessed through the same account;
• add-on modules, optional features, additional applications or extensions to the Subscription Service that are separately priced;
• usage packs, credit bundles, top-ups, overage charges and any metered or consumption based charge;
• additional seats or user licences added after Conversion;
• one-off reports and data products supplied by or through Feasly, including reports sourced from third party data providers;
• professional services, implementation, onboarding, training, consulting, custom development or data migration; and
• setup fees, reactivation fees, late fees, interest, and any tax, levy or third party charge passed through to the Customer.

For the avoidance of doubt, a Customer moving between Published Subscription Plans or billing periods during the Commission Period does not affect eligibility, and Commission accrues on the Subscription Fees actually received under the Published Subscription Plan the Customer is on at the time.

6.4 Same account, same invoice, still not eligible. An amount is not eligible for Commission merely because it is purchased by a Customer referred by you, accessed through the same Feasly account or login, billed on the same invoice, or processed under the same subscription record as the Initial Subscription. Where an eligible and an ineligible amount are invoiced together, Commission accrues on the Subscription Fee component only.

6.5 Feasly’s freedom to sell. Feasly may develop, market, price, bundle and sell Other Feasly Products, add-ons and usage based offerings to Customers at any time without notice to you and without any obligation to pay Commission in respect of them. Nothing in this Agreement grants you an interest in a Customer’s account or in Feasly’s ongoing relationship with a Customer. No Commission is payable under this Agreement in respect of an Other Feasly Product that is not included in a Published Subscription Plan. If Feasly establishes a partner program for an Other Feasly Product, participation and commission for that product will be governed by a separate agreement.

6.6 Clauses 6.3 and 6.4 apply unless a Partner Schedule expressly provides otherwise in writing. Clause 6.5 may not be varied by a Partner Schedule.

6.7 If a Customer cancels, charges back, obtains a refund or defaults on payment, Commission that has accrued but not been paid in respect of the affected payment is forfeited, and Feasly may set off Commission already paid in respect of that payment against future Commission in accordance with clause 27. Commission properly accrued and paid in respect of earlier payments by that Customer is not affected. Where a Customer does not remain active throughout the Qualification Period, or requests cancellation during it, no Commission accrues in respect of that Customer at all.

6.8 Attribution operates on a first click basis. Where more than one Affiliate refers the same Affiliate Lead, Commission is attributable to the Affiliate whose Affiliate Link was clicked first within the applicable Tracking Windows.

6.9 Feasly determines eligibility for Commission. Where Feasly determines that a Customer Transaction is not eligible, Feasly will notify you of the determination and the reason for it, and you may request a review under clause 32.

Tracking and attribution are exclusive

6.10 Attribution occurs solely through the unique Affiliate Link issued to you through the Program Platform, or through a unique coupon code where a Partner Schedule expressly provides for one. Only Customer Transactions recorded and attributed to you in the Program Platform are eligible for Commission.

6.11 You are solely responsible for ensuring that your Affiliate Link is used correctly and in unmodified form. You must not shorten, wrap, redirect, mask, embed or otherwise alter your Affiliate Link in any manner that removes, strips or interferes with its tracking parameters, and you must test your Affiliate Link before use and periodically thereafter.

6.12 You acknowledge that click and cookie based tracking is inherently imperfect and may fail for reasons outside the control of either party, including cookie blocking, cookie clearing, private or incognito browsing, ad blocking, browser tracking prevention, email or messaging clients stripping link parameters, and the Affiliate Lead changing device or browser between the click and registration. You accept that risk.

6.13 No Commission is payable in respect of any referral that is not recorded in the Program Platform, regardless of any other evidence. Without limiting that, Feasly is under no obligation to attribute, investigate or pay Commission on the basis of the Customer’s recollection, an assertion that the Customer intended to use your Affiliate Link but did not, correspondence or introductions, screenshots, your own records or reporting, or the Customer’s confirmation that you referred them.

6.14 Records held in the Program Platform are conclusive as to attribution in the absence of manifest error or a fault in Feasly’s own tracking integration. Where you consider that a manifest error or tracking fault has occurred, you may raise it under clause 32.

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7. Commission and Payment

7.1 Commission is calculated by applying the Commission Rate to the Subscription Fees actually received and retained by Feasly in respect of the relevant Customer Transaction, excluding GST, and excluding any amounts refunded, charged back or waived.

7.2 Feasly may vary the standard published Commission Rate on 30 days written notice. A varied rate applies only to Customers whose Conversion occurs after the effective date of the variation. Commission Rates for Customers who converted before that date are unaffected. Feasly will maintain on the Partner Portal a record of each published Commission Rate and the period during which it applied. A variation of the standard published Commission Rate under this clause is not a variation of this Agreement for the purposes of clause 20.

7.3 Commission is processed monthly in arrears, after Conversion and after the Customer has completed the Qualification Period. Taking into account the Qualification Period and monthly processing, and subject to the minimum payout threshold in clause 7.5, the first Commission payment in respect of a Customer will ordinarily be made between 30 and 60 days after Conversion. Where your accrued and payable Commission balance is below the minimum payout threshold, the first payment will be delayed until the threshold is reached, and this may be a period of several months where your referral volume is low. The time between an Affiliate Lead’s first click and Conversion is not within Feasly’s control and may be considerably longer.

7.4 Commission on annual subscriptions is paid as a single amount. Commission on monthly subscriptions is paid monthly across the Commission Period.

7.5 The minimum payout threshold is AUD $200. Where your accrued and payable Commission balance is below the threshold at a payment run, the balance rolls over to the next payment cycle.

7.6 Despite clause 7.5, where no further Commission will accrue to you under clause 22, Feasly will pay your entire accrued and payable Commission balance in the next payment run following the date 30 days after termination, regardless of the minimum payout threshold.

7.7 Commission is paid in Australian dollars to your nominated Payment Method. You are responsible for any bank or transfer fees charged by your own financial institution.

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8. GST and Recipient Created Tax Invoices

8.1 All Commission Rates and Commission amounts referred to in this Agreement are exclusive of GST.

8.2 Where you are registered for GST and the supply of your referral services to Feasly is a taxable supply, Feasly will pay you the Commission plus an additional amount equal to the GST payable on that supply.

8.3 Where you are not registered for GST, no additional GST amount is payable. You must notify Feasly within five Business Days if your GST registration status changes.

8.4 Recipient created tax invoices. Where you are registered for GST, you and Feasly agree that:

• Feasly may issue recipient created tax invoices (RCTIs) in respect of Commission payable under this Agreement, and you will not issue tax invoices for those supplies;
• you are registered for GST as at the date this clause 8.4 takes effect and will notify Feasly if you cease to be registered;
• Feasly is registered for GST and will notify you if it ceases to be registered;
• Feasly will issue the original or a copy of each RCTI to you within 28 days of determining the value of the relevant supply, and will retain a copy;
• Feasly will issue an adjustment note in respect of any adjustment event within 28 days of becoming aware of it; and
• this RCTI agreement ceases automatically if either party ceases to be registered for GST, or on termination of this Agreement.

8.5 Where you are not registered for GST at enrolment, clause 8.4 takes effect automatically on the date you notify Feasly under clause 8.3 that you have become registered.

8.6 If you do not provide Feasly with a valid ABN, Feasly may be required to withhold from Commission payments at the applicable rate under the Taxation Administration Act 1953 (Cth), and any amount so withheld constitutes payment to you for the purposes of this Agreement.

8.7 You are responsible for reporting and paying all taxes applicable to Commission you receive, including income tax and GST.

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9. Fraudulent Activity and Self-Referrals

9.1 You must not refer yourself, your immediate family members, your employees, or any entity you control, in order to earn Commission.

9.2 Commission is not payable on fraudulent, duplicate or misleading referrals, or on referrals generated through automated means, cookie stuffing, unauthorised redirects or similar practices.

9.3 You must not register for the Trial Period on behalf of an Affiliate Lead, supply payment card details for an Affiliate Lead, or complete any part of the registration or checkout process on an Affiliate Lead’s behalf.

9.4 Commission is not payable on referrals where you have offered a cash payment, rebate, cashback or equivalent monetary inducement to the Affiliate Lead to sign up, unless that inducement forms part of an arrangement approved by Feasly in writing. This clause does not prevent you from bundling access to your own products, courses, templates or services with a referral, provided the bundle is clearly disclosed to the Affiliate Lead.

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10. Investigation, Suspension and Withholding

10.1 Where Feasly reasonably suspects fraud, misuse of Affiliate Links or breach of this Agreement, Feasly may suspend your participation in the Program and withhold Commission pending investigation.

10.2 Feasly will notify you of any suspension or withholding, and of the substance of the concern, within five Business Days of taking that action.

10.3 You may respond within 10 Business Days of that notice. Feasly will consider your response and notify you of the outcome within a further 10 Business Days.

10.4 Where the concern is not substantiated, Feasly will lift the suspension and release the withheld Commission in the next payment run. Where it is substantiated, Feasly may forfeit or reverse the affected Commission and terminate this Agreement under clause 21.4.

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11. Payment Details and Forfeiture

11.1 You must maintain a valid and current Payment Method and complete all enrolment information required by Feasly and the Program Platform.

11.2 Where required information is incomplete and Commission cannot be paid, Feasly will notify you and hold the Commission balance.

11.3 If the required information remains incomplete 90 days after that notice, and after at least one written reminder, the affected Commission is forfeited.

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12. Marketing Conduct and Compliance

12.1 You must comply with all laws applicable to your promotion of the Subscription Service, including the Australian Consumer Law, the Spam Act 2003 (Cth), the Do Not Call Register Act 2006 (Cth) and the Privacy Act 1988 (Cth).

12.2 Without limiting clause 12.1, in any electronic message promoting the Subscription Service you must obtain and be able to evidence the recipient’s consent, clearly identify yourself as the sender, and include a functional unsubscribe facility.

12.3 You must not make any false, misleading or deceptive representation about the Subscription Service. In particular, you must not represent, expressly or by implication, that:

• outputs of the Subscription Service constitute financial, investment, taxation, valuation or legal advice;
• use of the Subscription Service will produce any particular financial return, profit, feasibility outcome or project result;
• Feasly endorses your own products, services, courses or advice; or
• the Subscription Service has features, pricing, integrations or capabilities that it does not have.

Feasly makes marketing materials available through the Partner Portal. You may describe the Subscription Service in your own words, provided your description is accurate and complies with this clause.

12.4 You must not bid on Feasly brand keywords or variations of them in paid search, register domain names incorporating Feasly trademarks, or create app store listings, social media accounts or web properties that could reasonably be taken to be operated by Feasly.

12.5 You must not publish or optimise web pages whose primary purpose is to capture search traffic for Feasly brand terms or close variants of them, including comparison, review, alternative, coupon, discount or pricing pages targeting those terms. This clause does not prevent you from mentioning Feasly, linking to Feasly, or reviewing the Subscription Service as part of genuine content aimed at your own audience.

12.6 You must clearly disclose your commercial relationship with Feasly wherever you promote the Subscription Service, in accordance with applicable advertising and disclosure requirements.

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13. Training and Support

13.1 Feasly may make marketing materials, resources and general support available to Affiliates through the Partner Portal. These resources may change or be discontinued at any time.

13.2 Feasly does not warrant that any particular level of support, training or lead volume will be provided.

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14. Compliance with Feasly Platform Terms

14.1 You are also bound by the Platform Terms in respect of any use you make of the Subscription Service.

14.2 Where the Platform Terms conflict with this Agreement in relation to the Program, this Agreement prevails.

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15. Trademark Usage

15.1 Subject to this Agreement, Feasly grants you a revocable, non-exclusive, non-transferable licence to use Feasly’s trademarks solely to promote the Subscription Service under the Program.

15.2 You must:

• use only official logos and assets supplied by Feasly, without alteration;
• comply with Feasly’s brand guidelines as published from time to time;
• discontinue any use immediately on written request from Feasly;
• not imply Feasly’s endorsement of your products or services; and
• not use Feasly’s trademarks in connection with obscene, illegal, misleading or otherwise inappropriate content.

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16. Proprietary Rights

16.1 Except for the limited trademark licence in clause 15, no licence or right in Feasly’s platform, software, data or intellectual property is granted under this Agreement.

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17. Confidentiality

17.1 You must keep confidential all non-public information disclosed by Feasly, including marketing materials not yet released, pricing, customer data, Commission Rates agreed under a Partner Schedule, and internal communications.

17.2 This clause does not apply to information that is or becomes public other than through your breach, that you lawfully held before disclosure, or that you are required to disclose by law.

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18. Privacy and Personal Information

18.1 Where you collect, hold, use or disclose Personal Information in connection with the Program, you must comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles as if you were an APP entity, whether or not the Act applies to you. In practice this means collecting only what you need, telling people what you are collecting and why, keeping it secure, and not using it for a purpose they would not expect.

18.2 You must not provide Personal Information about any Affiliate Lead to Feasly unless you have a lawful basis to do so and have made any required disclosures to that individual.

18.3 You must notify Feasly within 48 hours of becoming aware of any actual or suspected unauthorised access to, or disclosure of, Personal Information relating to Affiliate Leads or Customers, and cooperate with Feasly in relation to any obligation under the Notifiable Data Breaches scheme.

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19. Records and Audit

19.1 You must keep accurate records of your promotional activity under the Program, including evidence of consent for electronic marketing, for at least two years.

19.2 On reasonable written notice, and no more than once in any 12 month period unless Feasly reasonably suspects a breach, you must provide Feasly with copies of those records to the extent relevant to your compliance with clauses 9 and 12.

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20. Variation

20.1 Feasly may vary this Agreement by giving you at least 30 days written notice of the variation and its effective date.

20.2 If you do not agree to a variation, you may terminate this Agreement by written notice given before the effective date. Termination on that basis is treated as termination by Feasly for convenience for the purposes of clause 22.

20.3 If you continue to participate in the Program after the effective date, you are taken to have accepted the variation.

20.4 A variation does not affect Commission accrued before its effective date, and does not affect the Commission Rate applicable to Customers who converted before that date.

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21. Term and Termination

21.1 This Agreement commences when you enrol in the Program and continues until terminated in accordance with this clause.

21.2 You may terminate this Agreement at any time by giving Feasly 15 days written notice.

21.3 Feasly may terminate this Agreement for convenience by giving you 15 days written notice.

21.4 Feasly may terminate this Agreement immediately by written notice where you materially breach this Agreement, or where a breach of clause 9 or clause 12 is substantiated following the process in clause 10.

21.5 Either party may terminate immediately if the other becomes insolvent or has an administrator, liquidator or receiver appointed.

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22. Effect of Termination

22.1 On termination you must immediately cease using Feasly’s trademarks, deactivate all Affiliate Links, and remove all references to the Program from your website, marketing materials and communications.

22.2 Where Feasly terminates for convenience under clause 21.3, or where you terminate under clause 20.2 following a variation you do not accept, Commission continues to accrue for the remainder of the Commission Period in respect of every Customer who converted before the termination date, as if this Agreement had not been terminated.

22.3 Where you terminate under clause 21.2 for any other reason, Commission that has accrued in respect of Customer Transactions occurring on or before the date of termination remains payable, together with Commission accruing in the 30 days after termination. No Commission accrues after that period, notwithstanding that a Commission Period may not have expired.

22.4 Where Feasly terminates under clause 21.4, no Commission accrues after the date of termination, and Commission already accrued remains subject to forfeiture and set-off under clauses 6.7, 10.4 and 27.

22.5 No Commission accrues in respect of any Affiliate Lead who converts after the date of termination.

22.6 Amounts payable under this clause 22 are paid in accordance with clauses 7.3 to 7.7 and clause 10, and remain subject to set-off under clause 27.

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23. Affiliate Representations and Warranties

23.1 You represent and warrant on a continuing basis that:

• you are at least 18 years old and have the authority to enter into this Agreement;
• you are resident in or incorporated in Australia and hold a current ABN;
• your participation does not breach any other agreement to which you are a party;
• you will comply with all applicable trade, tax, advertising, privacy, spam and regulatory laws;
• you will not engage in advertising practices prohibited by clauses 12.4 and 12.5; and
• you own or have the right to use all trademarks and materials you supply to Feasly.

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24. Independent Contractor Status

24.1 You are an independent contractor. Nothing in this Agreement creates an employment, agency, partnership or joint venture relationship, and you may not bind Feasly or hold yourself out as authorised to do so.

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25. Indemnification

25.1 You indemnify Feasly against any loss, liability, cost or third party claim arising from:

• your breach of this Agreement;
• your use or misuse of Feasly’s trademarks;
• any representation you make about the Subscription Service that breaches clause 12.3;
• your marketing conduct, including any breach of clause 12.1 or 12.2; or
• your collection, use, disclosure or misuse of Affiliate Lead or Customer data.

25.2 Your liability under clause 25.1 is reduced proportionately to the extent that the loss or claim is caused or contributed to by Feasly’s own negligence, breach or unlawful act.

25.3 Feasly will give you reasonable notice of any claim and will allow you to control the defence, provided that you do not settle or compromise a claim in a way that imposes any obligation or admission on Feasly without Feasly’s written consent.

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26. Disclaimers and Limitation of Liability

26.1 The Program and the Subscription Service are provided on an as is basis. To the maximum extent permitted by law, Feasly excludes all warranties, representations and guarantees not expressly set out in this Agreement.

26.2 To the maximum extent permitted by law, Feasly is not liable for indirect, incidental, special or consequential loss, including loss of profit, revenue, data, goodwill or anticipated savings.

26.3 To the maximum extent permitted by law, Feasly’s total aggregate liability under or in connection with this Agreement is limited to the greater of the total Commission paid to you in the 12 months preceding the event giving rise to the claim, and AUD $1,000.

26.4 Nothing in this Agreement excludes, restricts or modifies any guarantee, condition, warranty, right or remedy conferred by the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law, or any other law that cannot lawfully be excluded, restricted or modified.

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27. Set-Off

27.1 Feasly may set off against any Commission payable to you any amount you owe to Feasly under this Agreement, including reversed Commission under clause 6.7 and amounts forfeited under clauses 10.4 or 11.3.

27.2 Where the amount to be set off exceeds your Commission balance, you must pay the shortfall to Feasly within 30 days of written demand.

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28. Notices

28.1 A notice to you under this Agreement must be in writing and sent to the email address recorded in your Partner Portal account. A notice to Feasly under this Agreement must be in writing and submitted through the contact form published on Feasly’s website.

28.2 A notice to you by email is taken to be received at the time of transmission, or if sent after 5.00pm on a Business Day or on a day that is not a Business Day, on the next Business Day, unless the sender receives an automated delivery failure message. A notice to Feasly submitted through the website contact form is taken to be received at the time of submission, or if submitted after 5.00pm on a Business Day or on a day that is not a Business Day, on the next Business Day.

28.3 It is your responsibility to keep your notice email address current in the Partner Portal. Where you give notice to Feasly through the website contact form, you should retain evidence of the submission, such as a screenshot or confirmation message.

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29. Assignment

29.1 You may not assign or novate this Agreement without Feasly’s prior written consent.

29.2 Feasly may assign or novate this Agreement to a related body corporate or in connection with a sale of its business or assets, on notice to you.

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30. Survival

30.1 Clauses 6, 7, 8, 10, 11, 22 and 27 continue in force after termination of this Agreement to the extent necessary to give effect to clause 22.

30.2 Clauses 9, 12, 16, 17, 18, 19, 21, 23, 24, 25, 26, 28, 30, 31, 32 and 33, and any other clause which by its nature is intended to survive, continue in force after termination of this Agreement.

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31. Governing Law and Jurisdiction

31.1 This Agreement is governed by the laws of Queensland, Australia.

31.2 Each party submits to the exclusive jurisdiction of the courts of Queensland, Australia and courts competent to hear appeals from them.

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32. Dispute Resolution

32.1 A party with a dispute must give written notice to the other setting out the nature of the dispute and the outcome sought.

32.2 The parties must meet, in person or by video conference, within 15 Business Days of that notice and attempt in good faith to resolve the dispute.

32.3 Neither party may commence proceedings until the process in this clause has been followed, except for urgent injunctive or interlocutory relief.

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33. Entire Agreement and Precedence

33.1 This Agreement, together with any Partner Schedule, the Platform Terms and Feasly’s brand guidelines, constitutes the entire agreement between the parties in relation to the Program and supersedes all prior agreements, understandings and communications.

33.2 Where there is any inconsistency, the order of precedence is: first, any executed Partner Schedule; second, this Agreement; third, Feasly’s brand guidelines; and fourth, the Platform Terms.

33.3 If any provision of this Agreement is void, voidable or unenforceable, it is severed to the extent necessary and the remainder continues in force.

33.4 A failure or delay by a party in exercising a right does not operate as a waiver of that right.