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The Network Software Limited — Organisation Terms & Conditions

Effective Date: 13 August 2026 Version: 3

These Organisation Terms & Conditions (these Terms) form a binding agreement between you (the Organisation) and The Network Software Limited, NZBN 9429048076104 (The Network, we, us, our).

These Terms have two parts that operate together:

(a) Platform Services — The Network provides the Organisation with access to a software platform (the Platform) for managing and tracking referral, customer acquisition, and commission-based marketing activity.

(b) Licensed Affiliate Appointment — The Organisation appoints The Network as an authorised referral partner of the Organisation's products or services, and authorises The Network to recruit, contract with, train, supervise, and pay individuals and entities (Advocates) to promote the Organisation's products or services. The Network operates this Advocate network through the Platform.

By creating an Organisation account, integrating payment systems, launching a Program, approving an Advocate, accepting customer attribution through the Platform, or otherwise accessing or using the Platform, the Organisation agrees to be legally bound by these Terms.

If the Organisation does not agree to these Terms, it must not use the Platform.

1. Definitions

Advocate means an individual or entity contracted to The Network as a promoter under the Advocate Terms, who may be approved by an Organisation to promote that Organisation's Program. Sometimes referred to as an Affiliate.

Advocate Terms means The Network's terms of engagement with its Advocates, as published by The Network and amended from time to time.

Attributable Sale means a customer transaction that is recorded on the Platform as attributed to an Advocate in accordance with the applicable Program Terms, Network default rules, and these Terms.

Ambassador Payment (Also known as the Influencer Fund) is a payment for service by The Network to an Advocate for partaking in influencer activities on the platform.    The amount payable is solely at the The Network’s discretion and is calculated based on a proprietary algorithm based on factors that may include network growth, content creation, engagement, tagging, follower activity, and other metrics determined by The Network from time to time, as further defined under the Advocate Terms and the relevant Program Terms.

Commission Pool means the amount of Network Affiliate Commission paid by the Organisation to The Network in respect of a specific Attributable Sale or in respect of a specific Program.

Customer means a person or entity that purchases a product or service from the Organisation.

Ledger means The Network's accounting records on the Platform recording attributable sales, commissions, reserves, adjustments, reversals, fees, deductions, payouts, and related entries.

Network Affiliate Commission means the consolidated affiliate commission payable by the Organisation to The Network for each Attributable Sale, as set out in the Set Schedule of Fees. This includes the combined total of the Ambassador Payment and Sales Commission, and excludes additional Network Fees.

Network Fee means platform fees, subscription fees, technology fees, service fees, payout processing fees, per-Program fees, per-Advocate fees, transfer or transition fees, and any other fees payable by the Organisation to The Network separately from Network Affiliate Commission, as set out in the Set Schedule of Fees or otherwise notified through the Platform.

Set Schedule of Fees means the commercial schedule between the Organisation and The Network specifying applicable Network Affiliate Commission rates, Network Fees, payment timing, and any other commercial terms. This is outlined in the Billing Summary in the Program Settings.

Platform means the software, infrastructure, APIs, dashboards, services, integrations, and systems operated by The Network for the management of advocate-based marketing programs and related services.

Program means an advocate-based marketing program created and operated by an Organisation through the Platform.

Program Terms means the rules, settings, commercial parameters, and operating rules applicable to a specific Program, as configured through the Platform.

Sales Commission means a commission paid by The Network to an Advocate for an Attributable Sale, as defined under the Advocate Terms and the relevant Program Terms.

Stripe means Stripe, Inc. and its related payment processing, billing, and event integration products.

2. Acceptance and structure of these Terms

2.1 Acceptance

By creating an Organisation account, integrating payment systems, launching a Program, approving an Advocate, or otherwise accessing or using the Platform, the Organisation accepts these Terms and any applicable Set Schedule of Fees.

2.2 Two-part agreement

These Terms create two related but distinct legal relationships between the Organisation and The Network:

(a) a Platform Services relationship under which The Network provides access to the Platform; and

(b) an Authorised Referral Partner Appointment under which the Organisation engages The Network as an authorised referral partner of the Organisation's products or services, and authorises The Network to operate an Advocate network for that purpose.

Both parts apply together and must be read consistently. The Organisation cannot accept one without the other.

2.3 Order of precedence

To the extent of any conflict, the following order of precedence applies (highest first):

(a) any written addendum, amendment, or side letter signed by both parties; (b) the Set Schedule of Fees applicable to the Organisation; (c) these Terms; (d) any Program Terms or in-Platform configuration set by the Organisation.

2.4 Versioning

The Platform may record the Organisation's acceptance of these Terms, including the version accepted and date of acceptance. These records may be used as evidence of acceptance.

3. Organisation's status as merchant of record

3.1 Merchant of record

The Organisation is the merchant of record for all customer transactions arising from the Organisation's Program. The Organisation contracts directly with the Customer, takes payment from the Customer (whether directly or through its own payment processor), supplies the product or service to the Customer, and is solely responsible for the customer relationship.

3.2 Organisation's responsibilities to Customers

The Organisation is solely responsible for:

  • product or service quality, fitness for purpose, safety, and delivery;
  • the accuracy of product descriptions, pricing, and marketing claims;
  • compliance with consumer protection, advertising, competition, trade practices, and other laws in every jurisdiction where the Organisation sells;
  • customer service, support, complaints handling, warranty claims, returns, and refunds;
  • the Organisation's own terms of sale, privacy notices, and other customer-facing terms;
  • collecting, accounting for, and remitting GST, VAT, sales tax, and other taxes payable on sales to Customers (as applicable);
  • regulatory licensing, registrations, approvals, and disclosures required in connection with the Organisation's products, services, or industry.

3.3 The Network is not the seller

The Network is not the merchant of record, seller, supplier, distributor, reseller, or product agent in relation to any sale by the Organisation. The Network does not control product or service delivery, set retail pricing, hold inventory, process customer payments, or own customer relationships.

3.4 No agency, partnership, or joint venture

Nothing in these Terms creates any partnership, joint venture, employment, fiduciary, or general agency relationship between The Network and the Organisation. The Network acts as the Organisation's authorised referral partner solely within the scope of clause 4, and otherwise operates an independent technology platform.

3.5 Compliance and licensing

The Organisation warrants that it holds, and will maintain, all licences, registrations, approvals, and authorisations required to lawfully sell its products or services in every jurisdiction where it offers them through the Platform.

3.6 Restricted industries and jurisdictions

The Organisation must not use the Platform to promote, sell, or run a Program for any product, service, jurisdiction, or industry that is unlawful, or that requires a licence, registration, approval, or disclosure that the Organisation does not hold and maintain. Without limiting that:

(a) sanctioned jurisdictions and sanctioned persons are prohibited; (b) regulated categories — including financial services, regulated investments, gambling, medicinal products, and controlled substances — are permitted only with prior written approval from The Network and only in jurisdictions where the Organisation holds the required licences.

The Network may refuse to support, suspend, or terminate any Program at any time on the basis of jurisdiction, industry, or regulatory risk.

3.7 Tax

The Organisation is solely responsible for all taxes arising from sales to Customers, including GST, VAT, sales tax, withholding tax, customs duty, and similar charges (as applicable). The Network does not collect or remit any such tax on the Organisation's behalf except where expressly agreed in writing.

The Organisation must determine and bear its own tax position in connection with amounts payable to or by The Network under these Terms, and provide The Network with any tax information or documentation reasonably required for The Network's own compliance.

4. Appointment of The Network as licensed affiliate

4.1 Appointment

The Organisation appoints The Network as a non-exclusive authorised referral partner of the Organisation's products or services. The appointment commences on the Effective Date of the relevant Set Schedule of Fees (or, if no Set Schedule of Fees, on acceptance of these Terms) and continues until terminated in accordance with these Terms.

4.2 Scope of appointment

Under this appointment, The Network is authorised to:

(a) recruit, contract with, train, supervise, and pay Advocates to promote and refer Customers to the Organisation's products or services; (b) operate an Advocate network through the Platform for that purpose; (c) issue tracking links, referral codes, coupon codes, attribution mechanisms, and promotional tools to Advocates in respect of the Organisation's Program; (d) calculate, reverse, adjust, and pay Sales Commission, Ambassador Payment, and other amounts to Advocates from the Commission Pool funded by the Organisation, provided that no entitlement to payment crystallises until the applicable payment date determined by The Network in accordance with the Advocate Terms; (e) display, market, and reference the Organisation's products and services to Advocates through the Platform, subject to clause 5 and the applicable Program Terms; (f) take any action reasonably necessary or incidental to the foregoing.

4.3 Sub-appointment of Advocates

The Organisation acknowledges and agrees that:

(a) The Network engages Advocates under the Advocate Terms, as independent participants of The Network; (b) Advocates are not engaged by, employed by, or contracted to the Organisation; (c) The Network sets the structure of its Advocate scheme, including the split between Sales Commission and Ambassador Payment and the eligibility rules for each; (d) The Network may exercise rights of approval, refusal, suspension, and termination over Advocates in its sole discretion; (e) The Network's relationship with each Advocate is separate from, and may be wider than, that Advocate's participation in the Organisation's Program.

4.4 No liability for Advocate statements or conduct

The Organisation acknowledges that Advocates are only independent participants and are not employees, agents, representatives, or subcontractors of The Network. To the maximum extent permitted by law, The Network is not liable for any statement, representation, claim, omission, act, or omission by an Advocate in connection with the Organisation, its products or services, or any Program, except to the extent directly caused by The Network's fraud, wilful misconduct, or express written instruction to the Advocate.

The Organisation is responsible for setting clear Program Terms, brand rules, mandatory disclosures, and promotional restrictions applicable to Advocates. The Organisation indemnifies The Network for any claim, liability, loss, cost, or expense arising from an Advocate's marketing, representation, promotion, or other conduct relating to the Organisations products or services except to the extent directly caused by The Network's fraud or wilful misconduct.

4.5 No exclusivity in favour of the Organisation

The appointment of The Network as authorised referral partner is non-exclusive. The Network may act as an authorised referral partner for other organisations, including organisations operating in the same industry or selling competing products. The Network may operate Advocate networks across multiple Programs and multiple Organisations simultaneously. Nothing in these Terms creates exclusivity in favour of the Organisation.

4.6 No reverse exclusivity

The Organisation may operate other affiliate, referral, ambassador, or distribution arrangements outside the Platform. However, the Organisation must not, directly or indirectly, contract with, solicit, or pay any individual Advocate active on the Platform outside the Platform for activity that is substantially the same as that Advocate's activity under the Program, except in accordance with clause 14.

4.7 Independent contractor

The Network acts as an independent contractor at all times. Nothing in this clause 4 makes The Network the Organisation's agent for the purpose of contracting with Customers, accepting payments from Customers, supplying products or services, or otherwise binding the Organisation in any direct relationship with a Customer.

Organisation's products or services, except to the extent directly caused by The Network's fraud or wilful misconduct.

5. Advocate approval and program rules

5.1 Organisation's approval rights

The Organisation has the right (but not the obligation) to approve, refuse, suspend, or remove individual Advocates wishing to promote its Program through the Platform. The Organisation may delegate that approval function to The Network at the Organisation's election.

5.2 Promotion rules set by the Organisation

The Organisation may set Program Terms governing the conduct of Advocates promoting the Organisation's Program, including:

  • permitted and prohibited promotional channels (for example, SEO, paid search, social media, email, SMS);
  • permitted and prohibited content and messaging;
  • restrictions on use of the Organisation's trademarks, logos, and brand assets;
  • restrictions on trademark bidding, brand keyword bidding, and competitor branding;
  • coupon, discount, and cashback restrictions;
  • audience, geographic, jurisdictional, and language restrictions;
  • mandatory disclosure language;
  • any other restriction reasonably necessary to protect the Organisation's brand, customer relationships, or compliance position.

5.3 Limits on Program Terms

Program Terms set by the Organisation:

(a) must not conflict with these Terms or the Advocate Terms; (b) must not purport to create or alter financial obligations to Advocates that are not administered through The Network (financial terms are exclusively a matter for The Network's Advocate scheme); (c) must not require any Advocate to enter into any agreement directly with the Organisation in respect of activity under the Program; (d) must comply with applicable law; (e) take effect only when properly configured through the Platform.

5.4 The Network sets Advocate scheme rules

The Organisation acknowledges that the following are within the exclusive control of The Network and are not subject to override by the Organisation through Program Terms:

  • the Sales Commission and Ambassador Payment framework, eligibility, verification periods, reserves, payout cadence, and disputes between The Network and its Advocates;
  • the Advocate Terms generally;
  • the structure and operation of the Ambassador Payment, including eligibility design and guardrails;
  • The Network's enforcement actions against Advocates.

5.5 The Network's discretion to require modifications

The Network may require the Organisation to modify or remove Program Terms that, in The Network's reasonable opinion, are unlawful, materially harmful to Advocates, materially inconsistent with the operation of the Platform, or that may expose The Network or the Advocate network to legal, regulatory, or reputational risk.

6. Account creation and access

6.1 Account information

The Organisation must provide accurate, complete, and current information when registering an account, and must keep that information up to date at all times. Required information may include legal entity name, jurisdiction of incorporation, registered address, business contact details, beneficial ownership, and payment integration credentials.

6.2 Authorised users

The Organisation is responsible for all access to and use of the Platform through its account, including by its employees, contractors, agents, and any other person with credentials, whether authorised or not. The Organisation must restrict access to authorised users only and immediately notify The Network of any suspected unauthorised access or security incident.

6.3 Account security

The Organisation must maintain reasonable security over its credentials, integration tokens, API keys, and any other authentication mechanism used to access the Platform.

6.4 Information requests and verification

The Network may request additional information or documentation to verify the Organisation's identity, legal status, ownership, authority, funding arrangements, or compliance status, and may suspend or restrict access to the Platform until such information is provided.

6.5 Right to refuse, suspend, or restrict

The Network may refuse, suspend, or restrict an Organisation account at any time with notice, for the following reason(s):

(a) suspected fraudulent, misleading, unlawful, or abusive conduct; (b) legal, regulatory, compliance, security, financial, or reputational risk; (c) prohibited or restricted industry or jurisdiction; (d) failure to provide information reasonably requested; (e) commercial suitability concerns; (f) breach or suspected breach of these Terms.

The termination consequences in clause 19 apply.

7. Platform Services

7.1 Scope of Platform Services

The Platform provides functionality that may include:

  • Advocate recruitment, application, and approval workflows;
  • tracking link, referral code, and coupon code generation;
  • click, conversion, and attribution tracking;
  • Ledger administration and commission calculation;
  • payout processing to Advocates via Trolley or other payout providers;
  • reporting, analytics, and dashboards;
  • integrations with payment processors (including Stripe) and other third-party systems;
  • communication tools, workflow tools, and CRM functionality;
  • audit logs, fraud signals, and risk monitoring.

The Network may add, remove, or modify Platform features from time to time.

7.2 No service-level guarantee

The Platform is provided on an "as available" basis. To the maximum extent permitted by law, The Network does not warrant uninterrupted or error-free access, accurate attribution in every case, accurate commission calculation in every case, or successful delivery of every webhook, event, or integration.

7.3 Third-party systems

The Platform integrates with and relies on third-party systems (including Stripe, hosting providers, and communication providers). The Network is not responsible for the availability, accuracy, or performance of any third-party system, and may modify or replace integrations as reasonably required.

7.4 Platform changes

The Network may modify, suspend, or discontinue any feature of the Platform at any time for operational, security, legal, compliance, technical, or commercial reasons. Material adverse changes are subject to clause 22.

8. Attribution

8.1 Default rules

Unless overridden by valid Program Terms configured through the Platform, the following defaults apply to each Program:

  • Attribution model: coupon-priority, then last-click;
  • Attribution window: 30 days;
  • Verification period for commissions: 30 days from Attributable Sale;
  • Dispute window: 30 days from Ledger entry.

8.2 Program-specific configuration

The Organisation may configure alternative attribution rules through the Platform, subject to clause 5

8.3 Corrections and overrides

The Network may correct attribution records, reassign attribution, or adjust Ledger entries where reasonably necessary for:

(a) fraud or suspected fraud; (b) duplicate or invalid transactions; (c) documented customer service correction; (d) system, integration, or data errors; (e) compliance or legal reasons.

Corrections are recorded in the Platform audit log.

8.4 No guarantee

The Network does not guarantee that every customer transaction will be successfully tracked or attributed. Attribution depends on technical factors including Customer device and browser settings, cookie controls, ad blockers, third-party system behaviour, integration accuracy, and Organisation configuration.

9. Commission and Network fees

9.1 Network Affiliate Commission

For each Attributable Sale, the Organisation must pay The Network a Network Affiliate Commission at the rate set out in the Set Schedule of Fees. The Network Affiliate Commission is a single consolidated commission payable by the Organisation to The Network.

9.2 Internal allocation of the Commission Pool

The Network allocates the Commission Pool internally as follows:

(a) The Network retains a portion of the Commission Pool as part of its own income (the Network Commission Margin); (b) The Network distributes the remainder to Advocates as Sales Commission and Ambassador Payment in accordance with the Advocate Terms and the applicable Program Terms.

The internal allocation between The Network's margin and Advocate commissions is a matter exclusively between The Network and its Advocates. The Organisation has no obligation to pay any amount to any Advocate, and the Organisation has no liability to any Advocate for any commission, payout, dispute, or claim arising under the Advocate Terms.

9.3 Network Fees

In addition to Network Affiliate Commission, the Organisation must pay the Network Fees set out in the Set Schedule of Fees. Network Fees may be charged on a subscription, transaction, per-Program, per-Advocate, usage, or other basis.

9.4 Currency and exchange

Amounts payable under these Terms are denominated in the currency specified on the Set Schedule of Fees or, if none, New Zealand Dollars. The Network may apply reasonable exchange rates for any conversion.

9.5 Taxes

Amounts payable under these Terms are stated exclusive of GST, VAT, sales tax, or other indirect taxes, except where expressly stated otherwise. The Organisation is responsible for any such tax payable in connection with amounts payable to The Network. Where The Network is required by law to charge or collect such tax, the Organisation must pay it in addition to the underlying amount.

9.6 Invoicing and self-billing

The Network may issue invoices, statements, or buyer-created tax invoices through the Platform. Where permitted by law and agreed by the parties, Platform-generated statements may serve as tax invoices. The Organisation is responsible for verifying any tax invoice or statement and for issuing its own tax invoices or other documentation where required by law.

9.7 Set-off and recovery

The Network may set off or deduct any amount owed by the Organisation against any amount payable to or held on behalf of the Organisation. If amounts owed by the Organisation exceed amounts otherwise payable or held, The Network may invoice the Organisation directly. The Organisation must pay any invoice within 14 days unless the Set Schedule of Fees provides otherwise.

9.8 Disputed amounts

If the Organisation in good faith disputes any amount, it must notify The Network in writing within 14 days of the disputed entry appearing on the Platform, providing supporting evidence. Undisputed amounts must be paid in full when due. Disputed amounts will be reviewed in accordance with clause 8.3 and the Platform audit and dispute processes.

10. Payment terms (Organisation to The Network)

10.1 Payment schedule

The Organisation must pay Network Affiliate Commission and Network Fees on the schedule specified in the Set Schedule of Fees or otherwise notified through the Platform. The default cadence is monthly, in arrears, within 7 days of issuance of the relevant statement.

10.2 Verification periods

The Network may apply verification periods, verification requirements, or other validation checks before requiring payment from the Organisation, including in respect of Attributable Sales subject to refund risk, fraud signals, or compliance review.

10.3 Payment method

The Organisation must maintain a valid payment method on file with The Network, including direct debit, card, or bank transfer authorisation, as required. The Organisation authorises The Network to charge that payment method for amounts due under these Terms.

10.4 Failure to pay

If any amount is not paid when due:

(a) The Network may charge default interest at the rate set out in the Set Schedule of Fees or, if none, 1.5% per month (or the maximum permitted by law); (b) The Network may suspend the Organisation's access to the Platform, suspend or terminate Programs, suspend payouts to Advocates attributable to the Organisation, and suspend commission accrual; (c) The Network may recover reasonable collection costs (including reasonable legal fees); (d) The Network may exercise any other right available under these Terms or at law.

10.5 Effect of suspension on Advocates

The Organisation acknowledges that suspension of its account or Program for non-payment may affect Advocates promoting the Organisation's Program. The Organisation indemnifies The Network for any claim by an Advocate arising directly or indirectly from the Organisation's failure to pay amounts owed to The Network.

11. Refunds, chargebacks, reversals, and clawbacks

11.1 Organisation's authority over refunds

As the merchant of record, the Organisation has full authority over refund, return, cancellation, and chargeback decisions in respect of its Customers, subject to applicable law and the Organisation's own customer terms.

11.2 Notification through the Platform

The Organisation must notify The Network through the Platform of any refund, return, cancellation, chargeback, dispute, fraud reversal, or similar event affecting an Attributable Sale promptly, and in any case within 7 days of the event. Notification must include sufficient detail for The Network to identify the affected sale and adjust the Ledger.

11.3 Clawback of commission

On notification of a reversal event, the corresponding Network Affiliate Commission is cancelled, refunded, or offset against future amounts payable to The Network, in proportion to the amount reversed. The Network will adjust the Ledger and may claw back Sales Commission and Ambassador Payment already paid to Advocates.

11.4 Late notification

If the Organisation fails to notify The Network of a reversal event within the time required by clause 11.2, The Network is not obliged to make any adjustment to commission already calculated, paid, or accrued. The Network may, but is not required to, accept late notifications.

11.5 Negative balances and recovery

Where reversals exceed amounts otherwise payable, a negative balance may be carried forward against future commissions, or invoiced directly to the Organisation under clause 9.7.

11.6 Statutory consumer rights

The Organisation must honour all statutory consumer rights to refund, repair, or replacement applicable to its Customers under consumer protection laws (including the Consumer Guarantees Act 1993 (NZ), the Australian Consumer Law, the UK Consumer Rights Act 2015, EU consumer law, and any other applicable regime). The Organisation indemnifies The Network for any liability, claim, or cost arising from the Organisation's failure to do so.

11.7 No Network liability for refund decisions

The Network is not the party deciding whether a refund is owed and is not responsible for the Organisation's refund decisions, refund timing, or refund administration. The Network's role is limited to recording the consequences in the Ledger and clawing back commission.

12. Recurring and lifetime commissions

12.1 Optional structures

A Program may provide for one-off, recurring, or lifetime Network Affiliate Commission. Where recurring or lifetime commission applies, the Organisation must pay Network Affiliate Commission for each qualifying renewal, subscription period, or repeat purchase by that customer for the duration that customer continues to pay.

12.2 No retroactive changes

The Organisation may change Network Affiliate Commission rates and Program Terms for new Attributable Sales prospectively, but must not retroactively reduce, defeat, or cap commission already accrued or, where the Program Terms provide for recurring or lifetime commission, commission accruing on existing customer relationships established under those Program Terms.

12.3 Anti-avoidance

The Organisation must not take any action with the purpose or effect of avoiding, reducing, defeating, or circumventing recurring or lifetime commission, including by:

  • migrating Customers to alternative billing systems or product lines that disrupt attribution;
  • modifying or removing Customer or transaction identifiers used for attribution;
  • cancelling and recreating Customer accounts;
  • restructuring transactions, subscriptions, or product offerings to bypass commission tracking;
  • moving Customer or Advocate relationships off-Platform (including without limitation, engaging directly with a Customer or an Advocate) in a manner that prevents commission accrual.

12.4 Operational continuity

If the Organisation changes its billing infrastructure, payment systems, Customer identifiers, subscription structures, or product structures, the Organisation must maintain or implement equivalent tracking, identifiers, and event mapping to preserve attribution and recurring commission continuity through the Platform. The Network is not responsible for loss of attribution caused by the Organisation's failure to do so.

13. Customer relationship

13.1 Customer remains the Organisation's

Customers acquired through the Platform are, and remain, Customers of the Organisation. The Network claims no ownership of, control over, or continuing right in any Customer or Customer relationship.

13.2 Customer data

Customer personal information collected by the Organisation is the Organisation's responsibility. The Organisation collects, holds, uses, and discloses Customer personal information as the relevant controller, business operator, or equivalent under applicable privacy law. The Organisation must comply with all applicable privacy and data protection laws in relation to Customer personal information.

13.3 Customer data shared with The Network

The Organisation may transmit to The Network limited Customer identifiers and transaction information needed for attribution and commission calculation. The Network handles that information in accordance with its Privacy Policy and these Terms, as a service provider or processor of the Organisation, except where The Network must hold or use the information for its own compliance, fraud prevention, audit, or legal purposes.

13.4 Customer terms of sale

The Organisation is responsible for its own customer-facing terms of sale. The Network does not provide, review, or endorse those terms.

13.5 No Customer-facing role for The Network

The Network is not a party to any contract with a Customer and has no obligation to communicate with, support, or transact with any Customer. The Organisation must not represent The Network as a seller, supplier, or counterparty to any Customer.

14. Anti-circumvention and non-bypass

14.1 Acknowledgement of The Network's interest

The Organisation acknowledges that The Network has a substantial commercial and operational interest in:

(a) maintaining the integrity of the Platform's tracking, attribution, and commission systems; (b) preserving its commercial relationship with the Advocate network it has recruited, contracted, trained, and supports; (c) protecting the Network Affiliate Commission and Network Fee revenue streams contemplated by these Terms.

The restrictions in this clause 14 protect those interests and are a fundamental term of these Terms.

14.2 Prohibited conduct

The Organisation must not, during the term of these Terms or for 24 months after suspension, termination, expiry, or withdrawal, without The Network's prior written consent:

(a) solicit, contract with, contract through, or pay any Advocate active on the Platform for activity that is substantially the same as that Advocate's activity under the Organisation's Program; (b) use any information about Advocates obtained through the Platform (including Advocate names, contact details, performance metrics, or hierarchy information) to establish an off-Platform advocate, referral, ambassador, distributor, or similar arrangement; (c) operate any arrangement (on or off the Platform) that has the purpose or effect of avoiding, reducing, or bypassing Network Affiliate Commission, Network Fees, or Platform tracking; (d) divert, migrate, or route Customers (acquired through Advocate activity tracked on the Platform) onto alternative billing, alternative product structures, or alternative entities in a manner that disrupts attribution or avoids Network Affiliate Commission; (e) induce, encourage, or assist any Advocate to leave the Platform, breach the Advocate Terms, or transact off-Platform; (f) take any action structured to achieve substantially the same outcome as the conduct described above.

14.3 Carve-out for existing affiliates

Clause 14.2 does not restrict the Organisation from continuing any direct affiliate, referral, ambassador, or distributor arrangement that existed before the Organisation's first acceptance of these Terms, provided that arrangement is not conducted through the Platform and the Organisation does not use Platform-derived information to operate, expand, or maintain it.

14.4 Buyout option

If the Organisation wishes to engage any Advocate off-Platform during the restricted period, the Organisation may request The Network's consent. The Network may grant consent on conditions, including payment of a buyout, release, or transition fee reflecting The Network's commercial interest in the relevant Advocate relationship.

14.5 Remedies

The Organisation acknowledges that:

(a) damages alone may not be an adequate remedy for breach of this clause; (b) The Network may seek injunctive relief, specific performance, account of profits, or any other available remedy in addition to damages; (c) the restrictions in this clause are reasonable in scope, duration, and geographic reach having regard to The Network's legitimate interests.

14.6 Severability and reasonableness

If any part of this clause 14 is found to be unenforceable, the parties intend that part to be read down (in scope, duration, or geography) to the maximum extent enforceable, and the remainder of the clause continues to apply.

15. Multi-tier and pyramid scheme safeguards

15.1 The Network operates the Advocate scheme

The Organisation acknowledges that any element of the Advocate network under which The Network pays Ambassador Payment to Advocates in respect of their measured influence on activity performed by other Advocates or Customers is operated exclusively by The Network under the Advocate Terms. The Network is responsible for the design, implementation, and lawfulness of that scheme.

15.2 Organisation must not interfere

The Organisation must not, through Program Terms, side arrangements, communications, incentives, or any other means:

(a) require, encourage, or facilitate the recruitment of Advocates as a primary or dominant source of reward; (b) require any Advocate to pay any amount to join, qualify for, or maintain participation in the Advocate network; (c) impose its own multi-tier, downline, or override commission structure on Advocates through the Platform; (d) make any earnings claim, recruitment claim, or income claim to Advocates regarding the Network's Advocate scheme; (e) take any other action that may cause or contribute to characterisation of the Network's Advocate scheme as a pyramid selling scheme, unlawful trading scheme, or similar arrangement under the Fair Trading Act 1986 (NZ), the Australian Consumer Law, or any equivalent law.

15.3 The Network's right to require modification

If The Network reasonably considers that any aspect of the Organisation's Program (including its commission rates, promotion rules, or recruitment-related conduct) materially increases the risk of pyramid scheme characterisation or any other regulatory risk to the Advocate network, The Network may require the Organisation to modify the Program promptly. Failure to comply is a material breach.

15.4 No representation about lawfulness

The Network makes no representation about the lawfulness of the Organisation's Program in any jurisdiction. The Organisation remains responsible for ensuring its Program, products, services, and conduct comply with applicable law.

16. Fraud, abuse, and risk monitoring

16.1 Platform monitoring

The Network may monitor activity on the Platform for fraudulent, abusive, misleading, manipulated, suspicious, or non-compliant behaviour, including self-referrals, artificial traffic, duplicate transactions, abnormal conversion rates, high refund or chargeback rates, and unusual attribution patterns.

16.2 Organisation's responsibilities

The Organisation must monitor and manage fraud and abuse in connection with its Program and take reasonable action where suspicious activity is identified. The Organisation must promptly notify The Network of any actual or suspected fraud, abuse, or non-compliance.

16.3 The Network's enforcement rights

The Network may, in its reasonable discretion:

(a) freeze, withhold, reverse, adjust, or cancel commissions or Ledger entries; (b) suspend or terminate any Advocate's participation in the Organisation's Program; (c) suspend or terminate the Organisation's Program where The Network reasonably suspects fraud, abuse, manipulation, or unlawful conduct on the Organisation's part; (d) require information, verification, or cooperation from the Organisation; (e) take any other action reasonably necessary to protect the Platform, the Advocate network, or third parties.

16.4 Excessive refund or chargeback rates

If the Organisation's refund or chargeback rates exceed reasonable thresholds determined by The Network, The Network may apply additional verification, hold periods, reserves, or compliance review to Program activity, and may require the Organisation to provide remediation plans.

16.5 No liability

The Network is not liable for any action or inaction taken in good faith under this clause, including any consequential effect on commissions, payouts, Programs, or Advocates.

17. Data, privacy, and confidentiality

17.1 Data flows

The Platform receives, generates, and processes data including Advocate data, attribution data, transaction data, performance data, audit logs, communications data, and (in limited form) Customer identifiers and transaction references.

17.2 Privacy Policy

Personal information is handled in accordance with The Network's Privacy Policy, published at the URL notified through the Platform, as amended from time to time.

17.3 Customer personal information

Where the Organisation transmits Customer personal information to The Network, the Organisation warrants that it has all necessary rights, notices, consents, and lawful grounds to do so. The Network handles that information as a service provider or processor of the Organisation, except where The Network must hold or use it for its own compliance, fraud prevention, audit, or legal purposes.

17.4 Advocate personal information

The Network handles Advocate personal information in its own right as the entity contracting with the Advocate. The Organisation must use Advocate personal information made available through the Platform only for legitimate Program-related purposes and in compliance with applicable privacy laws.

17.5 Aggregated and de-identified data

The Network may create, retain, and use aggregated, anonymised, de-identified, statistical, operational, security-related, benchmark, and reporting data derived from Platform activity, provided that such data does not identify the Organisation, any Advocate, any Customer, or any individual except as permitted by law.

17.6 Cross-border transfers

The Organisation acknowledges that personal information handled through the Platform may be transferred to, stored in, or accessed from jurisdictions outside New Zealand, including where third-party service providers operate. The Organisation is responsible for ensuring any disclosure of personal information by it complies with applicable law, including (as applicable) information privacy principle 12 of the Privacy Act 2020.

17.7 Confidentiality

Each party must keep confidential all non-public information of the other party that it receives in connection with these Terms, including commercial terms, Set Schedule of Fees details, Platform features, and Advocate information. Each party may disclose confidential information only:

(a) to its personnel, professional advisors, and service providers on a need-to-know basis under equivalent confidentiality obligations; (b) as required by law, regulator, court, or stock exchange; (c) with the disclosing party's prior written consent.

17.8 Survival

This clause 17 continues to apply after termination for as long as the relevant information remains non-public or as required by applicable law.

18. Intellectual property

18.1 The Network's IP

The Network retains all right, title, and interest in and to the Platform, the Advocate network, Platform-wide data structures, attribution systems, hierarchy systems, audit logs, analytics frameworks, software, documentation, branding, and related intellectual property. The Organisation receives no ownership rights and only the limited, non-exclusive, revocable right to use the Platform in accordance with these Terms.

18.2 The Organisation's IP

The Organisation retains all right, title, and interest in its products, services, trademarks, brand assets, marketing materials, and Customer data, subject to a limited, non-exclusive, royalty-free, worldwide licence to The Network to host, store, process, display, transmit, analyse, reproduce, adapt, and otherwise use such materials as reasonably necessary to operate the Platform, fulfil The Network's appointment as authorised referral partner, and enforce these Terms.

18.3 Use of Organisation branding

The Network may use the Organisation's name, logo, and brand assets in the Platform and for promotion of the service on social media, websites, in Advocate-facing materials, and in customer references and case studies, in each case in accordance with reasonable brand guidelines provided by the Organisation. The Organisation may withdraw consent to specific case studies on reasonable notice.

18.4 Feedback

Any feedback, suggestions, or ideas the Organisation provides about the Platform may be used by The Network without restriction or compensation.

19. Term, suspension, and termination

19.1 Term

These Terms commence on acceptance and continue until terminated.

19.2 Termination for convenience

Either party may terminate these Terms for convenience by giving 90 days' notice in writing or through the Platform.

19.3 Termination for breach

Either party may terminate these Terms with immediate effect if the other party commits a material breach that is not remedied within 14 days of written notice (or, if the breach is incapable of remedy, immediately). Material breach by the Organisation includes, without limitation:

(a) non-payment of amounts due; (b) breach of clauses 11.6 (statutory consumer rights), 14 (non-circumvention), 15 (pyramid scheme safeguards), or 17.3 (Customer personal information); (c) insolvency, administration, receivership, liquidation, or similar event; (d) sustained refund, chargeback, dispute, or compliance issues materially affecting the Platform or the Advocate network.

19.4 The Network's suspension rights

The Network may suspend, restrict, or terminate any Program or any aspect of the Organisation's account at any time where reasonably necessary for fraud prevention, compliance, legal, regulatory, security, funding, operational, or reputational reasons, including under clauses 3.6, 6.5, 10.4, 11, 15, and 16.

19.5 Effect of termination

On termination:

(a) the Organisation's access to the Platform ceases except as needed to wind down outstanding matters; (b) the Organisation remains liable for all Network Affiliate Commission and Network Fees accrued or attributable to Attributable Sales occurring before termination, including in respect of recurring or lifetime commission arrangements established under clause 12; (c) the Organisation remains liable for any clawback, refund, chargeback, indemnity, fee, or other amount owed; (d) the restrictions in clause 14 continue to apply for the period specified; (e) the Organisation's obligations to honour statutory Customer rights continue.

19.6 Refund obligations on termination

The Organisation remains the merchant of record in respect of all sales made before termination and remains solely responsible for Customer refunds, returns, warranties, support, and statutory rights. The Network has no responsibility for any Customer claim post-termination.

19.7 Survival

Clauses that by their nature should survive termination — including 3, 9.7, 11, 12, 13, 14, 15, 17, 18, 20, 21, 23, 24, and 25 — continue to apply after termination.

20. Indemnity by the Organisation

20.1 Scope

The Organisation indemnifies and holds harmless The Network, its directors, officers, employees, contractors, and affiliates from and against any claim, liability, loss, damage, cost, expense, penalty, interest, assessment, or legal fee (on a full-indemnity basis) arising out of or in connection with:

(a) the Organisation's products or services, including product or service defects, fitness for purpose, safety, delivery failures, or warranty claims; (b) misleading, deceptive, unlawful, unfair, or non-compliant marketing, representations, or promotional claims about the Organisation's products or services by Advocates or the Organisation; (c) breach of consumer protection, advertising, competition, trade practices, privacy, anti-spam, or other laws in any jurisdiction by Advocates or the Organisation; (d) failure by the Organisation to honour statutory Customer rights, including refunds, repairs, replacements, or remedies under consumer law; (e) Customer claims, complaints, disputes, or regulatory actions against the Organisation or Advocates; (f) any inaccuracy, omission, or misrepresentation in tax, identity, residency, registration, or compliance information provided by or on behalf of the Organisation; (g) the Organisation's breach of these Terms, including clauses 11.6, 14, 15, and 17.3; (h) infringement of any intellectual property right by the Organisation's products, services, marketing materials, or assets supplied to The Network; (i) any act or omission of the Organisation in connection with the operation of the Program, the Customer relationship, or the engagement of off-Platform affiliates.

20.2 Conduct of claims

On any indemnified claim:

(a) The Network must promptly notify the Organisation; (b) the Organisation has the right to control the defence, subject to The Network's right to participate at its own cost with separate counsel; (c) the Organisation must not settle any claim that imposes any liability, admission, or restriction on The Network without The Network's prior written consent; (d) The Network must provide reasonable cooperation at the Organisation's cost.

20.3 No double recovery

The indemnity does not entitle The Network to recover the same loss twice.

21. Warranties, disclaimers, and limitation of liability

21.1 The Network's warranties

The Network warrants that:

(a) it has authority to enter into these Terms; (b) it will provide the Platform with reasonable care and skill; (c) it has implemented reasonable technical and organisational measures designed to protect the security of personal information handled through the Platform.

21.2 Disclaimers

Except as expressly stated in these Terms, The Network gives no warranty (express or implied, statutory or otherwise) about the Platform, the Advocate network, the lawfulness or commercial suitability of any Program, the accuracy or completeness of attribution or commission calculations, or the success of any payout, integration, or third-party system. To the maximum extent permitted by law, all implied warranties are excluded.

21.3 Limitation of liability

To the maximum extent permitted by law:

(a) neither party is liable to the other for any indirect, incidental, special, exemplary, punitive, or consequential loss or damage, or for any loss of profits, revenue, income, business, goodwill, reputation, opportunities, expected savings, data, or anticipated benefits, whether arising in contract, tort, equity, statute, or otherwise;

(b) The Network's aggregate liability arising out of or in connection with these Terms, the Platform, any Program, or any related service is capped at the greater of (i) NZD 1,000 and (ii) the total Network Fees paid by the Organisation to The Network in the 12 months immediately preceding the event giving rise to the claim. For the avoidance of doubt, the cap does not include Network Affiliate Commission paid by the Organisation, which is an arm's-length transaction passed through to Advocates.

21.4 Carve-outs from the cap

The cap and exclusions in clause 21.3 do not apply to:

(a) the Organisation's indemnity obligations under clause 20; (b) the Organisation's obligation to pay Network Affiliate Commission and Network Fees; (c) breaches of clause 14 (non-circumvention) or clause 17.7 (confidentiality); (d) fraud, fraudulent misrepresentation, or wilful misconduct; (e) any liability that cannot be limited or excluded by law.

21.5 Business use only

The Organisation accesses and uses the Platform in trade and for the purposes of a business, and not as a consumer. To the extent permitted by law, the Consumer Guarantees Act 1993 (NZ) and any equivalent consumer protection law does not apply.

The Organisation acknowledges that the fees charged by The Network (including Network Fees and Ambassador Payment) have been set on the basis that The Network’s liability is limited as set out in this clause 21. Any change to this limitation may result in an increase to applicable fees.

22. Changes to these Terms

22.1 Right to amend

The Network may amend these Terms from time to time. Amendments may be required by changes to the Platform, applicable law, regulatory requirements, security needs, operational needs, or commercial arrangements.

22.2 Notice

The Network will give the Organisation 30 days' notice of any amendment by one or more of:

(a) publishing the amended Terms through the Platform; (b) displaying notice in the Organisation dashboard; (c) sending notice by email; or (d) any other reasonable means.

22.3 Effective date

Amendments take effect from the date specified in the notice, or if none, from publication. Amendments apply prospectively and do not affect rights, liabilities, or accrued entitlements arising before the effective date.

22.4 Material adverse changes

If The Network makes a material change that is materially adverse to the Organisation, the Organisation may terminate these Terms by written notice given within 30 days of receiving notice of the change.

22.5 Continued use

Subject to Clause 22.4 above, continued use of the Platform after the effective date constitutes acceptance of the amended Terms.

23. Notices

23.1 Notices to The Network

Notices to The Network must be given by email to organisations@thenetwork.co.nz (or such other address notified through the Platform).

23.2 Notices to the Organisation

Notices to the Organisation may be given through the Platform, via the Organisation dashboard, or by email to the address on file.

23.3 Deemed delivery

Notices are deemed received on the day of sending (if sent before 5pm in the recipient's local time on a business day) or the next business day.

24. Governing law and disputes

24.1 Governing law

These Terms are governed by the laws of New Zealand.

24.2 Jurisdiction

The parties submit to the non-exclusive jurisdiction of the courts of New Zealand.

24.3 Injunctive relief

Nothing in this clause prevents The Network from seeking injunctive or other urgent relief in any jurisdiction where reasonably necessary to protect its rights, the Platform, or the Advocate network.

24.4 No class actions

To the extent permitted by law, any dispute must be brought in the Organisation's individual capacity and not as part of any class, collective, or representative proceeding.

25. General

25.1 Entire agreement

These Terms, together with any Set Schedule of Fees and any document expressly incorporated by reference, constitute the entire agreement between the parties and supersede all prior discussions, communications, understandings, representations, and agreements.

25.2 No reliance

Except as expressly stated in these Terms, neither party has relied on any statement, representation, warranty, forecast, estimate, or other assurance in entering into these Terms.

25.3 Severability

If any provision of these Terms is held invalid or unenforceable, the rest of these Terms remains in effect, and the invalid provision is to be read down to the maximum extent enforceable.

25.4 No waiver

No failure or delay in exercising a right under these Terms operates as a waiver. Any waiver must be in writing and signed by the waiving party.

25.5 Assignment

The Organisation may not assign or transfer any right or obligation under these Terms without The Network's prior written consent. The Network may assign these Terms to an affiliate or successor in connection with a merger, restructure, financing, or sale of assets.

25.6 Independent contractors

The parties are independent contractors. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship except as expressly stated in clause 4.

25.7 Force majeure

Neither party is liable for failure to perform any obligation (other than an obligation to pay money) caused by an event beyond its reasonable control.

25.8 No third-party rights

A person who is not a party to these Terms has no right to enforce any term, except that the parties' related entities, directors, officers, employees, contractors, and affiliates may rely on and enforce clauses 20 (indemnity) and 21 (limitation of liability) to the extent the protection applies to them.

25.9 Counterparts and electronic acceptance

These Terms may be accepted electronically through the Platform. The Platform may store records of acceptance, including version and date.

25.10 Survival

Clauses intended by their nature to survive termination continue to apply, including clauses 3, 9.7, 11, 12, 13, 14, 15, 17, 18, 20, 21, 23, 24, and 25.

END OF ORGANISATION TERMS