Contributor Program Terms and Conditions

Effective date: November 03, 2025

These Terms are entered into between Skhema AU Pty Ltd (ACN 646 546 447) (we, us or our) and you, the individual or entity who we have accepted to join our contributor program (Contributor, you or your), together the Parties and each a Party.

For questions about these Terms, or to get in touch with us, please email: legal@skhema.com

1. Referral Process

1.1 Once you have signed up and we have accepted you into our contributor program, we will issue you a web component embeddable script for use on your website or email channels (Component) which generates trackable affiliate links which redirect to our website (Referral Process).

1.2 Referrals are automatically tracked through your Component and from 30 days from the Referral’s first visit of our website by clicking through your Component.

1.3 You acknowledge and agree that you will receive Commission for each Referral that enters into a Subscription with us within 30 days of first clicking through your Component to our website, 90 days after the date the Referral enters into a Subscription with us. You acknowledge and agree that where the Referral cancels their Subscription before the 90 day period has lapsed or has otherwise not paid us for the Subscription, Commission is not payable for that Referral.

1.4 You acknowledge and agree that Commission may not be payable where you have not followed the Referral Process with respect to a Referral.

2. Referrals

2.1 During the Term, you agree to (and to the extent applicable, ensure that your Personnel agree to):

1. use your best efforts to introduce Referrals to us in accordance with the Referral Process;
2. comply with these Terms, all applicable Laws (including with respect to any mandatory disclosure requirements in your jurisdiction), and our reasonable requests; and
3. conduct business in a manner that reflects favourably on us, including by not making any false or misleading representations about our business.

2.2 We may reject any Referral that:

1. already has an existing contractual relationship with us;
2. we reasonably suspect is the result of fraudulent or suspicious activity, including:
3. self-clicking by you or any person associated with you;
4. incentivised clicks or referrals where Referrals are offered payment, rewards, or other consideration to click through the Component;
5. automated click generation through bots, scripts, or other automated means; or
6. any other artificial or manipulated traffic sources;
7. originates from traffic sources that, following an audit conducted by us, are found to be non-compliant with these Terms; or
8. would otherwise be contrary to our legitimate business interests.

2.3 Where we suspect fraudulent or suspicious activity in relation to any Referral:

1. we may withhold payment of any Commission pending investigation of the suspected activity;
2. we reserve the right to audit the Component's traffic sources and require you provide us with reasonable evidence of the legitimacy of any Referrals; and
3. if fraudulent activity is confirmed, we may terminate this Agreement immediately and recover any Commissions already paid in respect of fraudulent Referrals.

2.4 If you become aware of any actual or potential conflict of interest between these Terms and any other work you are undertaking, you agree to inform us in writing and take reasonable steps to resolve the conflict.

2.5 You have no authority or right to enter into any contracts, instruments or commitments in our name, or on our behalf, or to bind us to any legal arrangement with a Referral.

2.6 Nothing in these Terms create an exclusive relationship between the Parties, and either Party may during the Term enter into a referral arrangement with any other third party.

3. Your Obligations

3.1 The content of the Component is subject to guidelines and restrictions provided by us to you from time to time, and you acknowledge and agree to comply with such guidelines and restrictions at all times.

3.2 You acknowledge and agree to:

1. only use the Component in accordance with our instructions, all applicable Laws and our reasonable requests;
2. only use the Component for the sole purpose of introducing Referrals to us in accordance with the Referral Process;
3. report any suspected or actual security vulnerabilities with respect to the Component to us as soon as practicable;
4. not access or use the Component in any way that is improper or breaches any laws, infringes any person’s rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
5. not (and not attempt to) copy, reverse engineer, or otherwise misuse the source code of the Component;
6. not interfere with or interrupt the supply of the Component;
7. not introduce any viruses or other malicious software code into the Component;
8. not use any unauthorised or modified version of the Component, including but not limited to for the purpose of building similar or competitive code or for the purpose of obtaining unauthorised access to our networks;
9. not attempt to access any data or log into any server or account that you are not expressly authorised to access;
10. not use our Platform in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;
11. not circumvent user authentication or security of the Component or any of our networks, accounts or hosts or those of any third party;
12. not access or use the Component to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted;
13. comply with the relevant digital marketing communications laws in your jurisdiction, including but not limited to the Spam Act 2003 (Cth); and
14. not make any misleading, deceptive or untrue statements or representations about our business and our services.

3.3 You acknowledge and agree that you are solely responsible for ensuring that you comply with all applicable laws and regulations, including with respect to mandatory disclosure requirements and consumer protection laws, with respect to your Component and promoting our business to a potential Referral. We may provide you with suggested disclosure wording from time to time, but we do not provide any warranty that such disclosure wording is compliant with any applicable laws or regulations.

4. Payments and Reporting

4.1 You may access, via the Portal, a sales report and invoice, setting out the Commission payable by us to you, for the immediately preceding period (Sales Report).

4.2 We will pay the Commission for any accepted Referrals promptly following the end of each calendar quarter, in accordance with the Sales Report, to your nominated bank account via Stripe or Paddle within 30 days of the end of the relevant period in the Sales Report (Payment Terms).

4.3 The Commission will be paid to you in the currency that the Referral paid us for the relevant Subscription.

4.4 You acknowledge and agree that it is your responsibility to:

1. if relevant, ensure you are the authorised card holder for the applicable debit or credit card; and
2. keep your bank account details up to date.

5. Warranties and Representations

5.1 Each Party represents and warrants that:

1. it has full legal capacity, right, authority and power to enter into these Terms, to perform its obligations under these Terms, and to carry on its business;
2. these Terms constitute a legal, valid and binding agreement, enforceable in accordance with its terms;
3. all information and documentation that it provides to the other Party in connection with these Terms is true, correct and complete;
4. no insolvency events (including but not limited to bankruptcy, receivership, voluntary administration, liquidation or creditors’ schemes of arrangement) affecting it or its property are occurring or are likely to occur; and
5. if it enters into these Terms as a trustee of a trust, then:
   1. it is the sole trustee of the relevant trust and has been validly appointed;
   2. it has full and valid power, authority, consents and approvals under the relevant trust to execute these Terms and carry out the transactions contemplated by these Terms; and
   3. it has the right to be indemnified out of the assets of the relevant trust for all liabilities incurred by it under these Terms.

6. Intellectual Property

6.1 As between the Parties:

1. we own all Intellectual Property Rights in Our Materials;
2. you own all Intellectual Property Rights in Your Materials; and
3. nothing in these Terms constitute a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.

6.2 We grant you a non-exclusive, revocable, royalty-free, worldwide, non-sublicensable and non-transferable right and licence, for the Term, to use Our Materials that we provide to you, solely for your use to refer Referrals to us, as contemplated by these Terms.

6.3 You grant us a non-exclusive, perpetual, irrevocable, royalty-free, worldwide, sublicensable and transferable right and licence to use Your Materials that you provide to us (including any content you create, submit, display or otherwise provide via the Component) for the following purposes:

1. to display Your Materials via the Component;
2. to operate the Component;
3. to modify, enhance, edit or otherwise create derivative works from Your Materials displayed via the Component to ensure such content is compliant with these Terms; and
4. for any other purposes contemplated by these Terms.

6.4 You warrant that Your Materials (including content shared by you via the Component) will not infringe the Intellectual Property Rights or any other rights of any third party.

6.5 This clause 6 will survive termination or expiry of these Terms.

7. Confidential Information

7.1 Subject to clause 7.2, each Party must (and must ensure that its Personnel do) keep confidential, and not use or permit any unauthorised use of, confidential information provided by the other Party.

7.2 Clause 7.1 does not apply where the disclosure is required by Law or the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with these Terms and provided that the disclosing Party ensures the adviser complies with the terms of clause 7.1.

7.3 This clause 7 will survive the termination of these Terms.

8. Liability

8.1 A Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss.

8.2 This clause 8 will survive the termination or expiry of these Terms.

9. Term and Termination

9.1 These Terms will commence on the Commencement date and continue until terminated in accordance with its terms (Term).

9.2 Either Party may terminate these Terms at any time by giving 30 days’ notice in writing to the other Party.

9.3 These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:

1. the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
2. the Defaulting Party goes bankrupt, insolvent or is otherwise unable to pay its debts as they fall due.

9.4 Upon expiry or termination of these Terms:

1. you will immediately cease providing Referrals to us;
2. except where we terminate pursuant to clause 9.3, for a period of 6 months, we agree to pay you the Commission for for all Referrals made in compliance with these Terms before the termination or expiry of the Term, in accordance with the Payment Terms;
3. by us pursuant to clause 9.3, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including recovery fees); and
4. each Party may retain a single copy of the other Party’s information only to the extent required by Law, provided that each Party handles the other Party’s information in accordance with clause 7.

9.5 Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.

9.6 This clause 9 will survive the termination or expiry of these Terms.

10. General

10.1 Amendment: We may vary these Terms or the Commission by providing 30 days’ written notice to you (Variation Period). If you do not agree to any amendment made to the Terms or the Commission, you may, before the end of the Variation Notice Period, terminate these Terms by giving us 7 days’ notice in writing, in which case, the proposed variation will not come into effect and clause 9.4 will apply.

10.2 Assignment: A Party must not assign, novate or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

10.3 Disputes: A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) without first complying with this clause 10.3. A Party claiming that a Dispute has arisen must give written notice to the other Party specifying the nature of the Dispute (Dispute Notice). The Parties must meet (whether in person, by telephone or video conference) within 10 Business Days of service of the Dispute Notice to seek (in good faith) to resolve the Dispute. If the Parties do not resolve the Dispute within 20 Business Days of the date the Dispute Notice was served (or such further period as agreed in writing by the Parties), either Party may:

1. where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre, to be conducted in Sydney, New South Wales, in accordance with the Australian Disputes Centre Guidelines for Commercial Mediation.
2. where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Sydney, New South Wales, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.

Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

10.4 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:

1. as soon as reasonably practical, notifies the other Party in writing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and
2. uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.

Where the Force Majeure Event prevents a Party from performing a material obligation under these Terms for a period in excess of 60 days, then the other Party may by notice terminate these Terms, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under these Terms.

10.5 Governing Law: These Terms are governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

10.6 Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account. Any notice will be deemed to have been served at the time of transmission by email.

10.7 Privacy: You agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) (as if it were an “APP entity” as defined in the Privacy Act 1988 (Cth)), and any other applicable Law relating to the privacy of information.

10.8 Publicity: Despite clause 7, each Party may advertise or publicise the existence and broad nature of the referral relationship between the Parties. However, a Party must not reveal the amount of Commission generated under these Terms unless required by Law.

10.9 Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

10.10 Subcontracting: You may not subcontract any of your obligations under these Terms without our prior written consent. You agree that any approval to subcontract given by us does not discharge you from any liability under these Terms and that you are liable for the acts and omissions of your subcontractor.

11. Definitions

In these Terms, unless the context otherwise requires, capitalised terms have the meanings given to them in the Schedule, and:

Business Day means a day on which banks are open for general banking business in Sydney, New South Wales, excluding Saturdays, Sundays and public holidays.

Commencement Date means the earlier of:

1. signing or returning these Terms to us; or
2. confirming that you accept these Terms via the Platform or other applications through which we provide these Terms to you, including our website.

Commission means the amount equal to a percentage of the gross revenue (excl. GST, taxes and other processing fees) derived from the initial term of the Subscription with a Referral, as further set out on the Portal.

Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.

Intellectual Property Rights or Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.

Law means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with these Terms.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise.

Our Materials means all Intellectual Property which is owned by or licensed to us and any improvements, modifications or enhancements of such Intellectual Property, and includes the Component, Platform and Portal, but excludes Your Materials.

Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but does not include the other Party.

Platform means the SKHEMA platform accessible where you are a SKHEMA customer.

Portal means contributor dashboard setting out the Referrals and subsequent Commission, available via our Platform.

Referral means a person or entity referred by you to us for the purpose of that person or entity entering into a Subscription with us.

Subscription means a SKHEMA subscription service (and any associated add-ons) entered into between us and the Referral, and may be for an initial term of 1 month or 12 months.

Terms means these terms and conditions and any documents attached to, or referred to in, each of them.

Your Materials means all Intellectual Property owned or licensed by you or your Personnel before the Commencement Date (which is not connected to these Terms) and/or developed by or on behalf of you or your Personnel independently of these Terms and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials.

For any questions or notices, please contact us at:

Skhema AU Pty Ltd (ABN 36 646 546 447)

Email: legal@skhema.com

Last updated: 03 November 2025