Partner Agreement

This Partner Agreement (this "Agreement") is between Handover Pty Limited, trading as Handrails ("Company", " Handrails", "we" or "our") and you (the "Partner").

It describes how we will work together and other aspects of our business relationship.

This Agreement applies to your participation in our Partner Program (the "Partner Program"), which includes Referral Partners, Affiliate Partners, Ecosystem Partners, and Channel Partners. These terms are so important that we cannot have you participate in our Partner Program unless you agree to them.

We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Partner Program changes, ends, or becomes part of an existing program. If we update or replace the terms, we or PartnerStack will let you know via electronic means, which may include an in-app notification or by email. If you don't agree to the update or replacement, you can choose to terminate as we describe below.

For the purposes of this Agreement, "PartnerStack" means the tool/software that we make available to you upon your acceptance into the Partner Program and for you to use in order to participate in the Partner Program.

1. Non-Exclusivity

This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.

2. Partner Acceptance

Once you complete an application to become a Partner, we will review your application and notify you whether you have been accepted to participate in the Partner Program, or not. Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. We may require that you complete certain requirements or certification(s) before we accept your application.

If we do not notify you that you are accepted to participate in the Partner Program within thirty (30) days from your application, your application is considered to be rejected.

If you are accepted to participate in the Partner Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below. Further, you will need to complete any enrollment criteria set out in the Program Policies Page, if applicable. Failure to complete any enrollment criteria within thirty (30) days of your acceptance will result in the immediate termination of this Agreement and you will no longer be able to participate in the Partner Program.

You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies.

3. Partner Program and Commissions

3.1 Partner Program Limits

Each accepted Lead will expire according to the information provided in PartnerStack (or if applicable, in the Program Policies) from the date the Lead clicked on the Partner Link that was made available by you.

3.2 Commission

We will pay you Commission as described in PartnerStack (or if applicable, in the Program Policies) for each new Customer who completes an applicable Customer Transaction after clicking on a Partner Link made available by you, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement.

The start of the Customer's subscription is determined by the date of the first purchase or sign-up (as applicable) of the service by the Customer, and you will receive a Commission payment for that Customer Transaction only, regardless of any additional purchases made by that Customer during their Subscription Service.

The Partner may not be entitled to receive Commission on any additional purchases of Company Products by that same Customer.

3.3 Ecosystem Activation Referrals and Other Incentives

In addition to direct referral commissions, Handrails may recognize and reward Partners who act as "Ecosystem Activators". This includes, but is not limited to, agency Partners, onboarding platforms, HRIS systems, and integrators who help embed or advocate for Handrails within a broader service or delivery model. These Partners may facilitate or influence multiple customer relationships across their networks. Incentives or rewards for such activities will be defined and communicated separately. Participation is subject to Handrails’ discretion and may change without notice.

From time to time, Handrails may also introduce additional discretionary incentives including, but not limited to, bonus tiers, SPIFFs, milestone rewards, marketing development funds (MDFs), contests, and non-cash rewards such as early feature access or spotlight promotion. Details will be made available through PartnerStack or by direct communication.

4. Eligibility

To be eligible for Commission:

• a Lead must be accepted and valid in accordance with the 'Acceptance and Validity' section,
• a Customer Transaction must have occurred,
• a Customer must remain a customer during the locking period in PartnerStack (or if applicable, in the Program Policies).

You are not eligible to receive Commission or any other compensation from us based on transactions for Other Products or if:

• such compensation is disallowed or limited by federal, state, or local law or regulation in the United States or the laws or regulations of your jurisdiction;
• the applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments to us or our Partners;
• the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you;
• the Commission payment has been obtained by fraudulent means, misuse of the Partner Link, in violation of any Partner Program Policies that we make available to you, misuse of the partnership service tool, or by any other means that we deem to breach the spirit of the Partner Program; or
• the Customer participates in any of our partner programs.

We may discontinue Commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time.

Appointment Requirements

In order to be eligible for appointment as a Partner under this Agreement you must:

• not be a competitor of the Company or any of its affiliates, and
• As a Partner under this Agreement, you hereby represent, warrant, and covenant that you will meet the following requirements:
  • use commercially reasonable efforts to promote and market the Company in accordance with the terms of this Agreement;
  • conduct business in a competent and professional manner that reflects favorably at all times on the Company, the Company's Services, the goodwill and reputation of the Company, and on the Company generally;
  • avoid deceptive, misleading, and unethical practices;
  • not make any false, misleading, or unauthorized representations, warranties, or guarantees with respect to the Company or its Services;
  • comply with all applicable laws (foreign and domestic) and obtain all necessary registrations and approvals required for the performance of your obligations hereunder;
  • remain current with all Partner Certification requirements as required.

5. Authority

Partner has no authority to distribute or resell the Company services or to make any commitments or agreements, or incur any liabilities whatsoever, on behalf of the Company.

Except to the extent expressly set forth in the Company marketing materials, service descriptions, documentation, or other collateral provided to you by the Company hereunder expressly for the purpose of performing the Referral Activities (collectively, "Company Materials"), Partner shall not make or provide any representations or warranties to any leads or any other third party with respect to the Company or the Company Services.

Partner shall be solely responsible for all representations and warranties it makes regarding the Company or the Company Services that are unauthorized or inconsistent with the Company Materials.

6. Acceptance and Validity

You will only be eligible for a Commission payment for any Customer Transactions that derived from Leads generated by the Partner Link that we make available to you and that are accepted by the Company.

A Lead will be considered valid and accepted if, in our reasonable determination:

• it is a new potential customer of ours, and
• is not, at the time of submission or within sixty (60) days prior, one of our pre-existing customers or involved in our active sales process.

Notwithstanding the foregoing, we may choose not to accept a Lead in our reasonable discretion.

If a Lead does not purchase the Subscription Service within the time period described in PartnerStack (or if applicable, in the Program Policies) after their first click on the Partner Link, you will not be eligible for a Commission payment, even if the Lead decides to purchase after the time period has expired.

A Lead is not considered valid if its first click on the Partner Link occurs after this Agreement has expired or terminated.

7. Engagement with Prospects

Once we have received the Lead information, we may elect to engage with the prospect directly, regardless of whether or not the Lead is valid.

If a Lead is not valid, we may choose to maintain it in our database and may engage with such Lead at our sole discretion.

8. License

Subject to Partner's compliance with all terms of this Agreement, the Company hereby grants to Partner a revocable, non-transferable, worldwide, non-exclusive license during the Term to market, promote, and display a Partner Link specifically assigned to Partner by the Company (whether in the form of text, a logo, or other graphic), which will link to your Partner URL, to be utilized in a manner consistent with the Company's trademark policies promulgated from time to time.

The Company grants no rights under this Agreement to Partner to sublicense, resell, or otherwise distribute to customers or third parties or for subsequent sublicensing, resale, or other distribution to end users or other distributors.

9. Commission and Payment

In order to receive payment under this Agreement, you must have:

• agreed to the terms of this Agreement (completed through PartnerStack);
• completed all steps necessary to create your account in PartnerStack in accordance with our directions;
• have a valid and up-to-date payment method in PartnerStack;
• completed any and all required tax documentation necessary for PartnerStack to process payments.

10. Requirements for Payment; Forfeiture

If any of the requirements set forth in Section 9 remain outstanding for six (6) months immediately following the close of a Customer Transaction, your right to receive Commission arising from any and all Customer Transactions with the associated Customer will be forever forfeited (each, a "Forfeited Transaction").

We will have no obligation to pay you Commission associated with a Forfeited Transaction.

Once you comply with all requirements, you will be eligible to receive Commission on future Customer Transactions, provided these do not involve the Customer associated with a Forfeited Transaction.

11. Third Party Payment Processors

Company may utilize third-party payment processors ("Payment Processors") to facilitate payments under the Partner Program.

Partner is solely responsible for maintaining up-to-date contact information with both the Company and Payment Processors.

The Company will not resend payments returned due to incorrect addresses. Payments will be made within forty-five (45) days after the end of the calendar month in which the amounts are collected by the Company.

12. Taxes

You are responsible for the payment of all taxes and fees (including bank fees) applicable to your Commission.

All amounts payable by us to you are subject to offset by any amounts owed by you to us.

We reserve the right to alter or change Commission amounts through PartnerStack.

13. Training and Support

We may make available to you, without charge, various webinars and resources through the Partner Program.

You should encourage relevant personnel to participate in recommended trainings or certifications.

We may change or discontinue any Partner Program benefits or offerings at any time without notice.

14. Quality Control

Any use of Company Services, Company Marks, or marketing materials by Partner must conform to Company standards and be approved where applicable.

This obligation is a material term of this Agreement.

15. Trademarks

You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks, and logos (" Partner Marks") in connection with the Partner Program and this Agreement.

We may make our trademarks available to you within PartnerStack, and you must:

• Use only images we make available without altering them.
• Use them only in connection with the Partner Program and this Agreement.
• Follow our Trademark Usage Guidelines.
• Immediately comply if we request discontinuance.

You must not:

• Use our trademarks in a misleading, disparaging, or unlawful manner.
• Imply endorsement or sponsorship without explicit permission.

16. Proprietary Rights

No license to any software is granted under this Agreement.

The Company's Services, trademarks, marketing materials, and all related goodwill are owned exclusively by the Company or its licensors.

Partner shall not attack or contest the Company's ownership of intellectual property, and shall not alter or conceal proprietary notices.

Suggestions and feedback from Partners are non-confidential and can be used freely by the Company.

17. Confidentiality

"Confidential Information" includes all non-public information shared between parties relating to assets, operations, customers, suppliers, technologies, services, and business strategies.

Each party shall protect the other party's Confidential Information with the same degree of care it uses to protect its own confidential information, and shall not disclose it to third parties except as required by law.

18. Term and Termination

18.1 Term

This Agreement remains in effect until terminated.

18.2 Termination Without Cause

Either party may terminate this Agreement on fifteen (15) days' written notice.

18.3 Termination for Agreement Changes

If the Agreement is updated or replaced, you may terminate within ten (10) days of notice, with five (5) days' written notice.

18.4 Termination for Cause

We may terminate immediately if:

• You materially breach and fail to cure within thirty (30) days.
• You fail to pay amounts due after fifteen (15) days.
• You become insolvent or enter bankruptcy.
• You act in a way that reflects negatively on us.

18.5 Effects of Expiration/Termination

If terminated:

• Commissions earned within thirty (30) days of termination will be paid (unless terminated for cause).
• Otherwise, rights to Commission end immediately.
• You must stop using the Partner Link and delete PartnerStack access.

18.6 Post-Termination Requirements

You must cease using our trademarks and references to the Partner Program.

19. Partner Representations and Warranties

You represent and warrant that:

• You have all necessary rights to enter into this Agreement.
• You will comply with all applicable laws.
• You will accurately disclose your Partner status.
• You will not engage in misleading, fraudulent, or unethical behavior.

20. Indemnification

You will indemnify, defend, and hold us harmless against any third-party claims related to:

• Your participation in the Partner Program,
• Your provision of Leads,
• Your breach of this Agreement,
• Your misuse of PartnerStack or Partner Marks.

21. Disclaimers; Limitations of Liability

Neither party is liable for:

• Indirect, special, incidental, or consequential damages.
• Lost profits, revenue, or business opportunities.

Company's aggregate liability shall not exceed total Commission paid to you in the prior twelve (12) months.

Warranties are disclaimed to the fullest extent permitted by law.

22. General

22.1 Amendment; No Waiver

We may update this Agreement by notice via PartnerStack. No delay or waiver affects rights.

22.2 Applicable Law

The Agreement is governed by the laws of New South Wales, Australia.

22.3 Force Majeure

Neither party is liable for delays beyond its reasonable control.

22.4 Relationship of the Parties

Nothing herein creates a partnership, joint venture, or agency relationship.

22.5 Disclosure of Partner Relationship

You must disclose your Partner relationship clearly when promoting our services.

22.6 Compliance with Applicable Laws

You will comply with all applicable export, anti-spam, and sanctions regulations.

22.7 Severability

If any part is invalid, the remainder remains in effect.

22.8 Notices

Notice will be deemed delivered as of the date of actual receipt. Notices will primarily be sent to the email addresses provided in each party's PartnerStack account. If a party prefers notice by physical mail, a valid mailing address must be provided upon request, and notices sent by mail will be deemed delivered upon receipt at that address.

We may also give notice via telephone using the numbers in PartnerStack.

22.9 Entire Agreement

This Agreement constitutes the full agreement between the parties.

22.10 Assignment

You may not assign this Agreement without prior written consent.

22.11 No Third Party Beneficiaries

There are no third-party beneficiaries to this Agreement.

22.12 Program Policies Page

Participation is subject to the Program Policies made available by us.

22.13 No Licenses

You only receive rights explicitly granted herein.

22.14 Authority

Each party warrants it has full power to enter into this Agreement.

22.15 Survival

The following survive termination: Commissions and Payment, Proprietary Rights, Confidentiality, Effects of Expiration/Termination, Indemnification, Disclaimers, and General.