Partner Agency Program T&C’s

(a) Partner is entitled to a 5% commission on:

(i) One-off project revenue from referred clients; and

(ii) Monthly recurring revenue (“MRR”) from referred clients, including WordPress maintenance and support retainers.

(b) Commissions apply only to net revenue actually received by Wordie (excluding GST, refunds, chargebacks, discounts, or pass-through third-party costs).

(c) Payment Timing: Commissions will be paid within 30 days after Wordie has received cleared payment in full from the referred client.

(d) Recurring Revenue: Partner will continue earning commissions on recurring revenue for as long as the referred client maintains an active subscription or retainer with Wordie.

1.2 Referral Ownership

(a) Referrals must be formally introduced to Wordie and registered in Wordie’s CRM system at the time of introduction.

(b) First-to-register rule: Referral ownership is granted to the Partner that first registers the client in Wordie’s CRM.

(c) Existing clients: No commission is payable on clients already recorded as active, pending, or previously engaged in Wordie’s CRM at the time of referral registration.

(d) Disputes: In the event of competing claims, Wordie’s CRM records will be conclusive and binding.

1.3 Rules of Engagement (ROE)

For each referral, the parties will agree on one of the following engagement models:

(a) Direct to Wordie – Wordie owns the client relationship and contracts directly.

(b) Direct to Partner – Partner owns the client relationship, and Wordie delivers services on behalf of Partner (white-label/subcontract).

(c) Hybrid – Both parties engage with the client, with roles defined at project commencement.

1.4 Marketing and Co-Selling

(a) Subject to mutual agreement, the parties may undertake joint marketing activities, co-selling, or PR announcements.

(b) Partner may display Wordie’s name and logo in marketing collateral, subject to Wordie’s prior approval and brand guidelines.

(c) Wordie may likewise display Partner’s logo for promotional purposes.

This Agreement commences on the Effective Date and continues for one (1) year, unless terminated earlier in accordance with this clause.

2.2 Renewal

It automatically renews for successive one-year terms unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.

2.3 Termination

Either party may terminate:

(a) For convenience, with 30 days’ prior written notice; or

(b) For cause, if the other party materially breaches this Agreement and fails to remedy such breach within 30 days of written notice.

2.4 Effect of Termination

Upon termination, Partner will remain entitled to commissions earned on referred revenue actually received by Wordie prior to termination.

Each party warrants that it has full power and authority to enter this Agreement and perform its obligations.

3.2 Indemnification

Each party agrees to indemnify, defend, and hold the other harmless from any third-party claims arising from:

(a) Its breach of this Agreement;

(b) Misrepresentation of services; or

(c) Misuse of Brand Features.

3.3 Limitations of Liability

(a) To the fullest extent permitted by law, neither party will be liable for consequential, incidental, or special damages (including lost profits).

(b) The aggregate liability of either party under this Agreement is limited to the commissions paid or payable in the preceding 12 months, subject always to applicable law.

Each party grants the other a limited, non-exclusive, non-transferable, royalty-free license to use its name, trademarks, and logos (“Brand Features”) solely for purposes under this Agreement.

4.2 Approvals

All uses must comply with the providing party’s brand guidelines and receive prior written approval (email acceptable).

(b) Wordie’s obligations are limited to delivering the agreed services to the Partner, not to the end client.

(b) Partner must comply with all applicable laws, including privacy, spam, and competition law.

(c) Partner is responsible for its own marketing costs unless otherwise agreed in writing.

(d) Neither party will circumvent the other by contracting directly with a referred client without the other’s written consent.

This obligation survives termination.

(b) Upon reasonable written request, Wordie will provide the Partner with a summary statement of commissions earned and paid related to their referrals.

(c) Wordie is not required to disclose confidential pricing, contracts, or unrelated business information.

9.2 Assignability – Neither party may assign this Agreement without the other’s prior written consent, except to a successor entity in the event of merger or acquisition.

9.3 Force Majeure – Neither party will be liable for failure to perform due to events beyond its reasonable control.

9.4 Governing Law – This Agreement is governed by the laws of New South Wales, Australia, and disputes shall be resolved exclusively in its courts.

9.5 Entire Agreement – This Agreement, together with Wordie’s Master Services Agreement (MSA), constitutes the entire agreement between the parties. Wordie may update these terms with 30 days’ notice.