Partner Referral Agreement

HazNode Software Limited (New Zealand) · Version 1.0

1. Parties and structure

a. This agreement is between HazNode Software Limited, a New Zealand company ("HazNode"), and the person or entity named in the Partner Schedule ("Partner").

b. This is a referral arrangement and not a reseller, distribution, agency, partnership or joint venture arrangement. The Partner does not sell, sublicense or resell the HazNode® platform, and nothing in this agreement creates an employment or partnership relationship between the parties.

c. HazNode contracts directly with each Client under HazNode's own Terms of Service and Subscription Order Form. The Partner is not a party to that agreement and carries no obligation or liability under it.

2. What the Partner does

a. The Partner may introduce prospective customers (each a "Client") to HazNode, and may describe and demonstrate the platform using materials HazNode supplies or approves.

b. The Partner must not make any representation about the platform's functionality, pricing, availability, security posture or regulatory compliance that is not contained in HazNode's published materials, and must not give any warranty or guarantee on HazNode's behalf.

c. No authority to bind. The Partner has no authority to accept orders, agree pricing, vary terms, commit delivery dates, or otherwise bind HazNode in any way.

d. The Partner must conduct itself lawfully and must not make misleading or deceptive statements. Both parties acknowledge that conduct in trade is subject to the Fair Trading Act 1986 (New Zealand) and the Australian Consumer Law as applicable.

3. Opportunity registration

a. Commission is payable only in respect of a Client the Partner has registered with HazNode in advance and which HazNode has accepted in writing.

b. HazNode will accept or decline a registration within a reasonable time. A registration will be declined where the Client is already a customer, is already in an active sales process with HazNode, or has already been registered by another partner.

c. An accepted registration attributes the Client to the Partner for the Registration Window set out in the Partner Schedule. If the Client does not enter into a subscription within that window, the registration lapses and may be re-registered by the Partner or accepted from another partner.

d. Where two or more partners claim the same Client, the earliest accepted registration prevails. HazNode's records of registration are determinative in the absence of manifest error.

e. Consultant of record. Each Client tenancy is attributed to exactly one partner, who is the consultant of record for that tenancy. Attribution is not shared between partners and is not divided.

f. Change of consultant. A Client may change its consultant of record. Where it does, commission on that tenancy ceases to accrue to the outgoing partner and begins to accrue to the incoming partner from the effective date of the change. Neither partner is entitled to commission for any period in which it was not the consultant of record.

4. Commission

a. HazNode will pay the Partner commission at the Commission Rate, calculated on HazNode® Safety subscription fees actually received and retained by HazNode from a Client for which the Partner is the consultant of record. The Commission Rate is set out in the Partner Schedule.

b. Duration. Commission accrues for as long as both of the following remain true: the Partner is an active partner under this agreement, and the Partner is the consultant of record for that Client. Commission is not a perpetual entitlement attaching to a Client, and it ends when either condition ceases.

c. Commission is calculated on HazNode® Safety subscription fees only. It excludes taxes of any kind, fees for other HazNode products, professional services, onboarding or implementation fees, third-party charges, and any amount HazNode refunds or credits.

d. Commission is calculated before deduction of payment processing fees, so the Partner does not bear a share of HazNode's payment costs.

e. Commission accrues only while the Client's subscription is active and paid. It does not accrue during any period in which the Client's account is suspended for non-payment.

f. HazNode sets and may vary its own pricing at any time. Commission follows the fees actually received, so a pricing change alters the commission payable without varying this agreement.

5. Payment, tax and invoicing

a. HazNode will provide the Partner with a monthly statement of commission accrued. Following the Partner's acceptance of that statement, HazNode issues a self-billed invoice on the Partner's behalf and pays it — so the Partner does not raise an invoice.

b. Commission is paid in the currency of the Client's subscription unless the Partner Schedule provides otherwise. Where a conversion is required, HazNode applies the rate its bank applies on the date of payment.

c. GST and self-billing. Commission amounts are exclusive of GST. Where the Partner is registered for GST, GST is payable in addition. Because HazNode self-bills, the parties enter into a recipient-created tax invoice agreement, recorded in writing in the Partner Schedule before the first payment as the applicable tax rules require. The Partner warrants that it is registered for GST where it has represented that it is, and must notify HazNode promptly if that ceases to be true.

d. The Partner is responsible for its own income tax, and for any withholding or reporting obligations arising in its own jurisdiction. HazNode may withhold amounts where required by law.

6. Adjustment and clawback

a. Where HazNode refunds, credits, reverses or fails to collect an amount on which commission has already been paid, the corresponding commission is repayable and may be set off against future commission.

b. Commission is not payable, and any commission already paid is repayable, where a referral was procured by misrepresentation, by a breach of clause 2, or by any inducement offered to a Client without HazNode's written agreement.

7. Client data and confidentiality

a. This agreement grants the Partner no access to any Client's data in the HazNode® platform. Where a Client chooses to give the Partner access to its account, that access is arranged between the Client and the Partner under the Client's own subscription, and the Client remains responsible for it. HazNode acts as processor for the Client, not for the Partner.

b. Each party must keep the other's confidential information confidential and use it only for the purposes of this agreement. Commercial terms in the Partner Schedule are confidential to the parties.

c. The Partner must comply with applicable privacy law, including the Privacy Act 2020 (New Zealand) and the Privacy Act 1988 (Commonwealth) as applicable, in respect of any personal information it provides to HazNode when registering a Client, and must have a lawful basis for providing it.

8. Term and termination

a. This agreement continues until terminated. Either party may terminate for convenience on thirty (30) days' written notice, and either party may terminate immediately for a material breach that is not remedied within fourteen (14) days of notice.

b. Commission on termination. Because commission accrues only while the Partner is an active partner and the consultant of record (clause 4(b)), commission ceases to accrue on the termination date however this agreement ends. Commission already accrued in respect of periods before that date remains payable, subject to clause 6. HazNode may reassign the consultant of record for any affected Client, with that Client's agreement.

c. Termination does not affect any Client's subscription, which continues under the Client's own agreement with HazNode.

d. Clauses 5, 6, 7, 9, 10 and 11 survive termination.

9. Brand and materials

a. HazNode grants the Partner a non-exclusive, revocable, non-transferable licence to use the HazNode® name and marks solely to identify itself as a partner and to promote the platform, in accordance with any brand guidance HazNode provides.

b. The Partner must not register or attempt to register any HazNode mark, any confusingly similar mark, or any domain name containing a HazNode mark, and must not bid on HazNode marks in paid search without written consent.

10. Liability

a. Neither party is liable to the other for indirect or consequential loss, or for loss of profit, revenue, goodwill or anticipated savings, however arising.

b. Each party's aggregate liability under this agreement is limited to the total commission paid or payable in the twelve (12) months preceding the event giving rise to the claim.

c. Nothing in this agreement limits liability that cannot lawfully be limited, including under the Australian Consumer Law where it applies. The parties record that this agreement is entered into for the purposes of a business, and that where the Consumer Guarantees Act 1993 (New Zealand) applies it is contracted out of to the extent permitted by section 43 of that Act.

11. General

a. This agreement, together with the Partner Schedule, is the entire agreement between the parties on this subject and replaces any prior arrangement.

b. HazNode may update these standard terms on thirty (30) days' written notice. If the Partner does not accept a change, it may terminate under clause 8(a), and clause 8(b) applies.

c. The Partner may not assign this agreement without HazNode's written consent. HazNode may assign it to a member of the HazNode group or in connection with a sale of its business.

d. This agreement is governed by New Zealand law and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.

Questions about these terms, or about the programme, can be sent to [email protected].