These terms and conditions ("Terms") govern participation in the referral programme operated by Access Workspace Pty Ltd in respect of Fathom (the "Referral Programme"). These Terms are published on Access's website and/or via the Partner Portal (as defined below) and do not require a signature. By registering for the Referral Programme, accepting these Terms via the Partner Portal, or otherwise participating in the Referral Programme, the Partner agrees to be bound by these Terms.

BACKGROUND

(A) The Partner has, or may develop, contacts who may be interested in procuring Fathom from Access.

(B) Access wishes to be introduced to such contacts and is willing to pay the Partner a Commission on the terms of these Terms if such contacts enter into a Contract with Access.

(C) The Partner is willing to introduce contacts to Access on a non-exclusive basis for the Term in return for Commission as set out in these Terms.

1. INTERPRETATION

1.1 The following definitions and rules of interpretation apply in these Terms.

Additional Services: means, if any, the professional services made available to the Partner via the Partner Portal, or otherwise agreed in writing between the parties, as 'Additional Services'.

Business Day: means a day other than a Saturday, Sunday or public holiday in New South Wales, Australia, on which banks are open for general business in Sydney.

Commencement Date: means the date on which the Partner completes registration for the Referral Programme via the Partner Portal (or, where Access records acceptance of these Terms by other means, the date of that acceptance).

Commission: means the amount specified in the Partner’s account on the PartnerStack Portal, payable to the Partner in accordance with clause 3.2 of these Terms.

Commercial Terms: means any additional commercial terms made available to the Partner via the Partner Portal, or otherwise agreed in writing between the parties (if any).

Contract: means a contract between a customer and Access (or any of Access's Group Companies) for the Qualifying Product, which was the result of an Introduction.

Fees: means the subscription fees payable by a customer to Access for the Qualifying Product.

Good Industry Practice: means the exercise of that degree of skill, care, diligence, prudence and foresight that would reasonably and ordinarily be expected from a good and prudent service provider in the Territory in the same type of undertaking under the same or similar circumstances.

Group Companies: means, in relation to a party, any related body corporate of that party, as that term is defined in section 50 of the Corporations Act 2001 (Cth).

Introducer: means the Partner, being the party who makes the Introduction.

Introduction: means the introduction of Access by the Partner to a prospect which results in a Contract.

Personal Data: means personal information, as that term is defined in the Privacy Act 1988 (Cth), that is processed in connection with the Referral Programme.

Partner: means the person or entity that registers via the Partner Portal to participate in the Referral Programme.

PartnerStack Portal: means the interface within PartnerStack made available to the Partner for participation in the Referral Programme.

Partner Portal: means the PartnerStack Portal (as defined above). Any reference to the Partner Portal in these Terms shall be read as a reference to the PartnerStack Portal.

Qualifying Product: means Fathom, being Access's software product, as made available by Access in the Territory.

Supplier: means Access Software Australia Pty Ltd (ABN 40 071 007 326) of L 11, Tower B, 821 Pacific Highway, Chatswood, New South Wales 2067, Australia, also referred to as "Access".

Term: means the duration specified in the Partner's account on the Partner Portal, starting from the Commencement Date, or, where no duration is specified, a continuing period from the Commencement Date until these Terms are terminated in accordance with clause 8.

Terms: means these web-based terms and conditions, including Schedule 1 (Processing, Personal Data and Data Subjects), as amended by Access from time to time in accordance with clause 11.3.

Territory: means Australia.

1.2 The following rules of interpretation apply in these Terms:

(a) Person. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) Amendments to statutes. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, and includes all subordinate legislation made under it.

(c) Writing. A reference to writing or written includes email.

(d) Including. Words following the terms including, include, in particular, for example or any similar expression are illustrative and do not limit the sense of the words preceding them.

(e) Clauses. References to clauses are to the clauses of these Terms.

(f) Party. Access and the Partner may each be referred to as a 'party', or together, the 'parties'.

(g) Precedence. In the event of conflict between these Terms and any particulars, rates or commercial terms specified in the Partner's account on the Partner Portal, the Partner Portal particulars shall prevail to the extent of that conflict, save that this shall not override clauses 7 (Liability), 8 (Term and Termination) or 12 (Governing Law and Jurisdiction).

(h) Currency. All amounts referred to in these Terms are in Australian Dollars (AUD) unless expressly stated otherwise.

(i) Agreement. These Terms, together with the particulars made available to the Partner via the Partner Portal and Schedule 1 (Processing, Personal Data and Data Subjects), comprise the entire agreement between Access and the Partner in relation to the Referral Programme.

2. THE REFERRAL PROGRAMME

2.1 Appointment. Access appoints the Partner on a non-exclusive basis to make Introductions on the terms of these Terms.

2.2 Restriction on competing activities. The Partner will not, without Access's prior written consent, during the Term perform duties similar to making Introductions, in the Territory, on behalf of any person who competes with Access in respect of the Qualifying Product.

2.3 Marketing material. The Partner shall not produce any marketing material referring to Access or the Qualifying Product, or use Access's name, logo or trade marks, without Access's prior written consent.

3. COMMISSION AND PAYMENT

3.1 Commission entitlement. The Partner shall be entitled to Commission for each Contract, calculated and paid in accordance with this clause 3.

3.2 Payment trigger. No Commission is payable, and Access has no obligation to pay any Commission to the Partner, in respect of a Contract until the customer under that Contract has remained a paying customer for a continuous period of two months, calculated from the date of that customer's first monthly payment under the Contract (that first payment, the "First Payment"; the date falling two months after the First Payment, the "Retention Date").

3.3 Timing of payment. Access shall pay the Partner the Commission accrued in respect of a Contract within 30 days of the Retention Date (being, in the ordinary course, approximately 90 days after Access's receipt of the First Payment). Commission accruing on Fees received by Access after the Retention Date shall be reported and paid in accordance with clause 3.4.

3.4 Ongoing reporting and payment.

3.4.1 Within 14 days of the end of each month of the Term ("Month"), Access shall provide the Partner with a report outlining the value of Contracts, and Commission accrued, in that Month; and

3.4.2 within 30 days of receipt of a valid invoice from the Partner, Access shall pay the aggregate Commission payable in the previous Month to a bank account (or Partner Portal-linked payment method) nominated by the Partner.

3.5 GST. All amounts payable under these Terms are exclusive of GST. Where GST is payable on any supply made under or in connection with these Terms, the recipient of that supply shall pay the supplier an additional amount equal to the GST payable, subject to the supplier issuing a valid tax invoice.

3.6 Accounts and records. Access shall keep correct and adequate records of all Introductions and, on reasonable request from the Partner, provide sufficient evidence of the number of Introductions in any specified period.

3.7 Disputes about Commission. Any dispute as to the amount of Commission payable shall be referred to Access's auditors for settlement, and their decision, save in the case of manifest error, shall be final and binding on both parties.

3.8 Survival of Commission obligations. Termination of these Terms, howsoever arising, shall not affect Access's obligation to pay Commission in respect of Introductions made prior to the date of termination, for up to 12 months following expiry or termination of these Terms.

3.9 Exceptions. The Partner shall not be entitled to Commission:

3.9.1 until the Retention Date for the relevant Contract has occurred, in accordance with clause 3.2;

3.9.2 where the customer introduced by the Partner is already a customer of Access (or any of its Group Companies) at the time of the Introduction;

3.9.3 where Access can demonstrate that the customer was already in discussions with Access within the 6 months prior to, or at the time of, the Introduction; or

3.9.4 in respect of any sales of Access products or services which are not the Qualifying Product.

3.10 One payment per Contract. Only one Commission payment shall be made per Contract, unless the parties expressly agree otherwise in writing.

4. OBLIGATIONS OF THE PARTIES

4.1 Good faith. The Partner shall use commercially reasonable endeavours to promote the Qualifying Product. Each party shall act professionally, ethically and in good faith towards the other, and shall not act in a way that might reasonably lead to reputational damage to the other.

4.2 Provision of information.

4.2.1 Access shall provide the Partner with the information the Partner reasonably requires to carry out its role, including marketing information for, and details of, the Qualifying Product.

4.2.2 The Partner shall provide Access with the name, contact information and any other reasonably necessary information relating to a potential Introduction.

4.2.3 The Partner shall provide status reports on its promotion efforts and referrals as reasonably requested by Access from time to time.

4.3 Continuous support. The Partner shall provide continuous support in facilitating communication between Access and a potential customer until a Contract is signed (or otherwise concluded) between Access and that customer.

4.4 Suspension or cessation of the Qualifying Product. Access shall inform the Partner promptly if Access suspends or ceases to make the Qualifying Product available in the Territory, and these Terms shall automatically suspend or terminate accordingly.

4.5 Additional Services. Where a party agrees to perform Additional Services for the other, those Additional Services shall be provided in accordance with Good Industry Practice. Charges and payment terms for Additional Services shall be as specified via the Partner Portal or otherwise agreed in writing between the parties, or, if none is agreed, 45 days' from receipt of a valid invoice.

4.6 Commercial Terms. Where applicable, each party shall use reasonable endeavours to comply with the Commercial Terms.

5. CONFIDENTIALITY

5.1 Obligations of confidentiality. Each party shall not disclose any confidential information concerning the business, affairs, customers or suppliers of the other party (or its Group Companies), except as permitted by clause 5.2. Information already known to the receiving party, or in the public domain, is not confidential information for these purposes.

5.2 Permitted disclosure. A party may disclose the other party's confidential information (a) to its employees, officers, representatives or advisers who need to know it to perform that party's obligations under these Terms, provided the disclosing party ensures they comply with this clause 5; and (b) as required by law, a court of competent jurisdiction, or a governmental or regulatory authority.

5.3 Limited use. Neither party shall use the other's confidential information for any purpose other than to perform its obligations under these Terms.

6. COMPLIANCE AND ANTI-BRIBERY

6.1 Compliance with law. Each party shall, at its own expense, comply with all laws and regulations applicable to its activities under these Terms, as amended from time to time, and with any conditions binding on it under applicable licences, registrations, permits and approvals.

6.2 Anti-bribery and anti-corruption. The Partner shall comply with all applicable anti-bribery and anti-corruption laws ("Relevant Requirements"), including, without limitation, the Criminal Code Act 1995 (Cth) and any equivalent State or Territory legislation, and shall not engage in any activity that would constitute an offence under the Relevant Requirements if carried out in Australia.

6.3 Data protection. Each party shall comply with the Privacy Act 1988 (Cth) (including the Australian Privacy Principles) and Schedule 1 (Processing, Personal Data and Data Subjects) in respect of any Personal Data processed in connection with the Referral Programme.

7. LIABILITY

7.1 Unlimited liability. Nothing in these Terms limits or excludes either party's liability for: (a) death or personal injury caused by its negligence, or that of its employees, agents or subcontractors;

(b) fraud or fraudulent misrepresentation; or (c) any matter for which it would be unlawful to exclude or restrict liability, including under the Australian Consumer Law (where it applies).

7.2 Exclusions. Subject to clause 7.1, neither party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for: (a) loss of profit, revenue, goodwill or anticipated savings; (b) any loss arising from the lawful termination of these Terms or a decision not to renew the Term; or (c) any indirect or consequential loss.

7.3 Liability cap. Subject to clause 7.1, the total liability of either party to the other arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Commission paid or payable to the Partner under these Terms.

8. TERM AND TERMINATION

8.1 Commencement and duration. These Terms commence on the Commencement Date and continue for the Term, unless terminated earlier in accordance with this clause 8.

8.2 Termination for convenience. Access may terminate these Terms for convenience at any time by giving the Partner 30 days' written notice. The Partner has no right to terminate these Terms for convenience.

8.3 Termination for cause. Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by written notice to the other party if:

8.3.1 the other party fails to pay any amount due under these Terms on the due date and remains in default more than 30 days after being notified in writing to pay;

8.3.2 the other party commits a material breach of these Terms which is irremediable, or (if remediable) is not remedied within 30 days of written notice to do so;

8.3.3 the other party suspends, or threatens to suspend, payment of its debts, is or becomes unable to pay its debts as they fall due within the meaning of section 95A of the Corporations Act 2001 (Cth), or otherwise becomes insolvent;

8.3.4 the other party enters into, or resolves to enter into, any arrangement, compromise or composition with its creditors, or a resolution is passed, application made, or order made, for its winding up;

8.3.5 an administrator, receiver, receiver and manager, or controller (each as defined in the Corporations Act 2001 (Cth)) is appointed over the whole or any part of the other party's assets or undertaking; or

8.3.6 the other party suspends, ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

9. CONSEQUENCES OF TERMINATION

9.1 Surviving clauses. On termination of these Terms, clauses 1, 3, 5, 7, and 9 to 12 (inclusive) shall continue in force.

9.2 Accrued rights. Termination shall not affect any rights, remedies, obligations or liabilities accrued as at the date of termination, including the right to claim damages for any breach existing at or before that date.

10. NO PARTNERSHIP OR AGENCY

10.1 No partnership or agency. Nothing in these Terms establishes any partnership or joint venture between the parties, constitutes either party the agent of the other, or authorises either party to make commitments for or on behalf of the other.

10.2 No third-party agency. Each party confirms it acts on its own behalf and not for the benefit of any other person.

11. GENERAL

11.1 Entire agreement. These Terms constitute the entire agreement between the parties relating to the Referral Programme and supersede all previous agreements, promises, assurances, warranties, representations and understandings between them on that subject matter.

11.2 Acceptance. The Partner accepts these Terms, and agrees to be legally bound by them, by (a) ticking an acceptance box or clicking 'Accept' via the Partner Portal; (b) completing registration for the Referral Programme; or (c) otherwise participating in the Referral Programme after being given a reasonable opportunity to review these Terms.

11.3 Variation. Access may amend these Terms at any time by publishing an updated version via the Partner Portal and/or Access's website. Where a change materially affects the Partner's rights or obligations, Access shall give the Partner at least 30 days' notice before the change takes effect. The Partner's continued participation in the Referral Programme after the effective date of a change constitutes acceptance of the updated Terms.

11.4 Assignment. These Terms are personal to the parties. Except in the case of an internal reorganisation, neither party shall assign, transfer, charge, subcontract or otherwise deal with any of its rights or obligations under these Terms without the other party's prior written consent.

11.5 No waiver. No failure or delay by a party to exercise any right or remedy under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise.

11.6 Severance. If any provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable, or, if that is not possible, deemed deleted. This shall not affect the validity and enforceability of the rest of these Terms.

11.7 Notices. Any notice under these Terms shall be in writing and sent by email to the address last notified by the recipient (or, in Access's case, via the Partner Portal). A notice is deemed received one Business Day after transmission, provided no delivery failure notification is received.

11.8 Third party rights. No person other than a party to these Terms has any right to enforce any of their terms.

12. GOVERNING LAW AND JURISDICTION

12.1 Governing law. These Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of New South Wales, Australia.

12.2 Jurisdiction. Each party irrevocably agrees that the courts of New South Wales, Australia shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).

SCHEDULE 1 — PROCESSING, PERSONAL DATA AND DATA SUBJECTS

1. PROCESSING BY ACCESS (VIA PARTNERSTACK)

This Schedule sets out the scope, nature and purpose of the processing of Personal Data under the Referral Programme.

1.1 Scope. The scope of processing is limited to the collection and use of referral information submitted by the Partner through the Partner Portal, for the purposes of administering the Referral Programme and onboarding referred customers. The Partner is not authorised to process Personal Data beyond submitting referral information with appropriate consent.

1.2 Nature. Collection, recording, transfer, storage and use of Personal Data within the Partner Portal and Access's systems, for the purposes of validating Introductions, administering Commission, and supporting customer onboarding.

1.3 Purpose of processing. This processing activity enables:

• verification and acceptance of Introductions;
• communication with referred customers;
• fulfilment of Commission; and
• provision of the Qualifying Product to referred customers.

1.4 Duration of processing. Personal Data will be processed for as long as necessary to administer the Referral Programme, to comply with applicable legal obligations (including under the Privacy Act 1988 (Cth)), or until the referred customer is no longer a customer of Access, whichever is longer.

2. TYPES OF PERSONAL DATA

Only the minimum Personal Data required to validate Introductions and administer the Referral Programme should be submitted by the Partner. This may include:

• name;
• business name;
• contact details (email address, telephone number); and
• geographic location (for eligibility and tax purposes).

Payment details (for example, bank account information) are collected and processed directly by PartnerStack for the purposes of paying Commission.

3. CATEGORIES OF DATA SUBJECTS

• Referred prospects and their representatives (being potential customers of Access).
• The Partner (limited to information necessary for account administration and payment of Commission).