Sample Agency Partner Agreement

1. About this sample

This document is a sample. We publish it so that agencies thinking about joining the ConvoHut partner program can read the terms before they apply. It is provided for information only.

The agreement that applies to you is the Agency Partner Agreement that you and ConvoHut actually sign. If the signed agreement is different from this sample, the signed agreement applies.

This sample is not legal, tax or financial advice. You should get your own advice before you sign any agreement.

Text in square brackets is a placeholder. It shows a figure or choice that has not been confirmed and that will be settled in the signed agreement.

2. Parties and term

This agreement is between ConvoHut Pty Ltd (ABN 28 702 994 938) of Melbourne, Victoria, Australia (ConvoHut, we, us, our) and the partner named in the signing section (you, your).

This agreement starts on the date the last of us signs it (the Start Date). It continues until one of us ends it under section 18.

There is no minimum commitment to start. You do not have to refer a minimum number of clients, pay a joining fee or meet a sales target to join or stay in the program at the Registered tier.

3. Definitions

In this agreement the following words have these meanings.

• Acceptable Use Policy means ConvoHut's acceptable use policy as published on our website from time to time.
• Active Client means a Registered Client that has a paid ConvoHut subscription that is current, has not been cancelled, and for which [the most recent Subscription Fees due have been received by us and are not more than 30 days overdue]. A client on a free trial, or whose subscription is paused or suspended, is not an Active Client.
• Client means a business that you introduce to ConvoHut and that uses, or may use, ConvoHut for its own business.
• Meta means Meta Platforms, Inc. and its related companies, which operate WhatsApp and the WhatsApp Business Platform.
• Meta Charges means the fees Meta charges for WhatsApp messages or conversations. Clients pay these to Meta directly.
• Net Subscription Revenue means the Subscription Fees ConvoHut has actually received in cleared funds from a Registered Client, after taking out GST and any other taxes, refunds, chargebacks and reversals. It does not include Meta Charges or any amount that is not a Subscription Fee.
• Program means the ConvoHut agency partner program described in this agreement.
• Registered Client means a Client that you have registered with us under section 5, whose registration we have confirmed, and that has then signed up for a paid ConvoHut subscription while the registration was valid.
• Revenue Share means the amount we pay you under section 7.
• Subscription Fees means the recurring fees a customer pays ConvoHut for its ConvoHut plan, whether billed monthly or annually. It does not include Meta Charges, taxes, [one-off fees, add-ons or professional services charged by ConvoHut, if any].
• Terms of Service means ConvoHut's customer terms of service as published on our website from time to time.
• Tier means your partner level under section 6: Registered, Certified or Premier.

Headings are for convenience only. Words like 'including' and 'for example' do not limit what comes before them. A reference to a day is to a calendar day and a reference to a month is to a calendar month, in Melbourne time.

4. Appointment and relationship

We appoint you as a non-exclusive partner in the Program. You may introduce Clients to ConvoHut and provide your own services to them.

This arrangement is not exclusive for either of us. You can work with, recommend and resell other products, including products that compete with ConvoHut. We can appoint other partners, sell directly, and work with any customer, in any place or industry.

You are an independent contractor. Nothing in this agreement makes you our agent, employee, joint venture partner, franchisee or reseller.

You do not have authority to bind ConvoHut. You must not sign anything on our behalf, accept the Terms of Service for a Client, agree prices, discounts, service levels or refunds on our behalf, or make any promise or statement in our name.

You do not resell ConvoHut subscriptions. Each Client buys its subscription from us directly, at the prices and on the terms we offer to that Client.

You are responsible for your own staff, contractors, costs, insurance and taxes. You are responsible for anyone who does work for you under this agreement as if you had done it yourself.

The Program does not currently include white-label use of ConvoHut, a multi-client workspace, certification training or a partner directory. Nothing in this agreement promises any of them. The tier name Certified describes a level in the Program only. It is not a qualification or an accreditation.

5. Client registration and attribution

To be paid Revenue Share on a Client, you must register that Client with us before the Client signs up for ConvoHut. Registration is how we attribute the Client to you.

To register a Client, send us the details we ask for using [the partner registration form or the partner email address we give you]. The details will include the Client's business name, website, country and a contact name and email address.

You must only register a Client that you have a real business relationship or a real conversation with, and that knows you are introducing it to ConvoHut.

We will confirm or decline each registration within [2] business days. We may decline a registration if the Client is excluded under this section, if another partner already holds a valid registration for the Client, or if we reasonably think the registration is not genuine.

A confirmed registration is valid for [90] days. If the Client has not signed up for a paid subscription by then, the registration lapses. You may ask us to extend it [once, for a further 90 days] if you can show that the opportunity is still active.

If the Client signs up for a paid subscription while your registration is valid, the Client becomes your Registered Client. A free trial that starts while the registration is valid counts, as long as [the trial converts to a paid subscription within 30 days after the trial ends].

The following cannot be registered:

• a business that is already a ConvoHut customer, or that has a ConvoHut account or trial, when you try to register it;
• a business that was a paying ConvoHut customer in the previous [12] months;
• a business that we can show was already in an active sales conversation with us in the previous [90] days;
• your own business, or a business that you own or control [unless we agree in writing]; and
• a business that another partner holds a valid registration for.

If two partners try to register the same Client, the partner whose registration we confirmed first holds the registration while it is valid. [If the Client tells us in writing that it wants to work with a different partner, we will follow the Client's choice for any subscription that has not yet started.] We will decide registration conflicts reasonably and in good faith, and we will tell both partners the outcome.

If a Client that you did not register signs up, we do not have to attribute it to you afterwards. [We may agree to a late registration if you ask within 14 days after the Client signs up and can show that you introduced the Client.]

If a Registered Client cancels its subscription and later subscribes again, [it remains your Registered Client if it subscribes again within 6 months. After that, it must be registered again].

An affiliate commission and a customer referral credit are not payable in addition to Revenue Share for the same Client. [If a Client is validly registered by you, your registration takes priority over an affiliate link or customer referral for that Client.]

6. Partner tiers

There are three Tiers.

• Registered. You reach this Tier when you have signed this agreement and completed partner onboarding. You earn 20% of the Net Subscription Revenue from each Registered Client for 12 months.
• Certified. You reach this Tier when you have 3 or more Active Clients. You earn 25% of the Net Subscription Revenue from each Registered Client for as long as the Client stays a paying ConvoHut customer.
• Premier. You reach this Tier when you have 10 or more Active Clients. You earn 30% of the Net Subscription Revenue from each Registered Client for as long as the Client stays a paying ConvoHut customer. You also receive co-marketing and priority support.

Partner onboarding means [a short onboarding session with our team and giving us the business, tax and payment details we need to pay you].

For the Registered Tier, the 12 months for each Registered Client starts on the date we receive that Client's first Subscription Fee payment.

We assess your Tier [on the first day of each month, based on the number of Active Clients you had on the last day of the previous month]. If you have moved up a Tier, the new Tier applies [from the first day of the month in which we make the assessment].

When you move up a Tier, the new rate applies to [all of your Registered Clients, for Subscription Fees we receive from the date the new Tier applies]. It does not apply to Subscription Fees received before that date.

[If a Registered Client's 12 months at the Registered Tier has already ended when you reach the Certified Tier, Revenue Share on that Client starts again at the Certified rate from the date the Certified Tier applies, as long as the Client is still an Active Client.]

If your number of Active Clients falls below the number needed for your Tier, [you keep your Tier for a grace period of 90 days. If you are still below the number at the end of the grace period, you move to the Tier that matches your number of Active Clients from the first day of the following month]. You can move back up at any later assessment.

If you move down to the Registered Tier, [Revenue Share on each Registered Client continues at 20% until 12 months after that Client's first Subscription Fee payment, or for 90 days after the date you move down, whichever is later].

For the Premier Tier, co-marketing means [joint marketing activity that we agree with you in writing from time to time, such as a joint case study or a joint event]. Priority support means [your partner support requests are handled ahead of standard partner requests during our Melbourne business hours]. Neither is a promise of a particular budget, number of leads or response time unless we agree it in writing.

7. Revenue share

We will pay you Revenue Share equal to your Tier rate multiplied by the Net Subscription Revenue we receive from each of your Registered Clients, for the period that applies to your Tier.

Revenue Share is calculated only on Subscription Fees we have actually received. If a Client does not pay us, pays late or is refunded, there is no Revenue Share on the unpaid or refunded amount.

Revenue Share is not paid on GST or other taxes, on Meta Charges, on refunds or chargebacks, or on anything you charge the Client for your own services.

If a Registered Client changes plan, Revenue Share follows the Subscription Fees we actually receive on the new plan. If we give a Client a discount, credit or free period, Revenue Share is calculated on the amount we actually receive after the discount or credit.

For a Client billed annually, Revenue Share on the annual payment is calculated when we receive the payment and is paid in one amount in the next monthly payment. For a partner at the Registered Tier, [an annual payment received during the 12 months counts in full, and a renewal payment received after the 12 months does not count].

Worked examples. These examples use ConvoHut's current plan prices: Growth is A$34 a month billed monthly or A$288 a year billed annually, Pro is A$99 a month or A$828 a year, and Business is A$279 a month or A$2,388 a year. Plan prices can change. [The examples treat the plan price as the amount received excluding GST. If a listed price includes GST, Revenue Share is calculated on the amount excluding GST.]

• Registered Tier, one Client on Growth billed monthly: 20% of A$34 is A$6.80 a month. Over the 12 months that is A$81.60.
• Registered Tier, one Client on Growth billed annually: 20% of A$288 is A$57.60, paid once after we receive the annual payment.
• Certified Tier, one Client on Pro billed monthly: 25% of A$99 is A$24.75 a month, for as long as the Client stays.
• Certified Tier, one Client on Pro billed annually: 25% of A$828 is A$207.00 for each annual payment we receive.
• Premier Tier, one Client on Business billed monthly: 30% of A$279 is A$83.70 a month, for as long as the Client stays.
• Premier Tier, one Client on Business billed annually: 30% of A$2,388 is A$716.40 for each annual payment we receive.
• Certified Tier, four Clients billed monthly (two on Growth, one on Pro, one on Business): the Subscription Fees are A$34 plus A$34 plus A$99 plus A$279, which is A$446 a month. 25% of A$446 is A$111.50 a month.
• Refund: if the Pro Client in the Certified example is refunded one month's fee of A$99 after we have paid you, A$24.75 is deducted from your next payment.

These examples show how the calculation works. They are not a forecast or a promise of what you will earn.

8. Statements, payment, GST and refunds

We pay Revenue Share monthly. For each month, we will send you a statement by [the 10th day of the following month] showing each Registered Client, the Net Subscription Revenue received from it in the month, your Tier rate, any adjustments and the Revenue Share payable.

We will pay the Revenue Share shown on the statement by [the 15th day of the month after the month in which we received the Subscription Fees], by [electronic transfer to the bank account you nominate]. Amounts are calculated and paid in [Australian dollars]. [If you ask to be paid to an account outside Australia, you bear any bank and currency conversion costs.]

If the Revenue Share payable to you for a month is less than [A$50], we may hold it and add it to the next month, until the total reaches that amount. We will pay any held balance when this agreement ends, subject to this section.

We do not have to pay you until you have given us the details we reasonably need, including your legal name, ABN or equivalent business number, GST status and bank details.

GST. Revenue Share is stated excluding GST. If you are registered for GST and the Revenue Share is payment for a taxable supply you make to us, we will add GST to it. [We will issue recipient-created tax invoices for Revenue Share, and you agree not to issue tax invoices for the same amounts. You confirm that you are registered for GST when you sign this agreement and you will tell us straight away if that changes. We confirm that we are registered for GST and will tell you if that changes.] [If we do not issue recipient-created tax invoices, you must send us a valid tax invoice for the amount on the statement before we pay it.]

If you are not registered for GST, no GST is added and [you must send us an invoice for the amount on the statement, or we may treat the statement as the record of payment]. You are responsible for your own income tax and other taxes on Revenue Share. If the law requires us to withhold an amount from a payment to you, we will withhold it and pay you the balance.

Refunds and chargebacks. If we refund a Subscription Fee, or a payment is charged back, reversed or found to be fraudulent, after we have paid Revenue Share on it, the Revenue Share on that amount was not earned. We may deduct it from later payments to you. If there are no later payments to deduct it from, you must repay it within [30] days after we ask.

Set-off. We may deduct from any amount we owe you under this agreement any amount you owe us under this agreement. We will show the deduction on your statement.

If you think a statement is wrong, tell us within [60] days after you receive it and give us the details. We will check it and correct any error in the next payment. If we find that we have overpaid or underpaid you, we will correct it in the next payment.

We do not pay interest on Revenue Share. [If we are more than 30 days late with an undisputed payment, you may ask for interest at a rate of [ ]% a year on the overdue amount.]

9. Your services and fees

You may offer your own services to your Clients. These may include setup, monthly management, reporting and strategy.

You decide what services to offer, what to charge for them and on what terms. You invoice your Clients for your own services and you collect those fees yourself.

You keep 100% of the fees you charge for your own services. ConvoHut has no claim on them, takes no share of them and has no say over your prices.

Your services are provided under your own agreement with your Client. ConvoHut is not a party to that agreement and is not responsible for your services, your advice or your results.

We publish a sample client services agreement that you may use as a starting point. It is a template only. If you use it, you are responsible for having it reviewed by your own lawyer and for making sure it suits your business.

You must not include the Client's ConvoHut subscription or Meta Charges in your own invoices as if you were supplying them, and you must not add a markup to them. You may tell the Client what those costs are so that it can budget for them.

10. Who contracts with the client

Each Client contracts with ConvoHut directly for its ConvoHut subscription. The Client must accept the Terms of Service itself. You must not accept them for the Client.

Each Client pays ConvoHut directly for its subscription, using its own payment method.

Each Client pays Meta directly for Meta Charges. ConvoHut adds no markup to Meta Charges.

The Client owns its WhatsApp Business Account, its phone number, its ConvoHut workspace, its message templates and its customer and contact data. They must be set up in the Client's name, using the Client's own Meta business account, and not in your name.

If your relationship with a Client ends, or this agreement ends, the Client keeps its WhatsApp Business Account, number, workspace and data. You must hand over any access, credentials and materials the Client needs, and you must not hold them back because of a dispute over your fees.

We may deal with a Client directly about its account, billing, support and compliance. We may suspend or end a Client's subscription under the Terms of Service. We do not owe you Revenue Share for any period in which the Client is not paying us.

We set ConvoHut's plans, prices and features and we may change them. We do not promise that any plan, price or feature will stay the same.

11. What ConvoHut provides

While you are in the Program, we will provide the following.

• Free onboarding for your Registered Clients, to help them get started on ConvoHut.
• Free help with Meta business verification for your Registered Clients. Meta decides whether to verify a business, approve a number or approve a message template. We cannot promise an outcome or a timeframe for anything Meta decides.
• Partner support from our team, during [our Melbourne business hours], through [the partner support channel we give you].
• Where we have it available, access to ConvoHut for demonstration purposes so that you can show the product to prospective Clients. [Demonstration access is for demonstrations only and must not be used to send messages to real customers.]
• The statements and payments described in section 8.
• Reasonable notice of changes to the Program, as described in section 20.

We provide the ConvoHut product to Clients under the Terms of Service. This agreement does not give you or your Clients any service level, uptime or feature commitment beyond what the Terms of Service give the Client.

12. Your obligations

You agree to do the following.

• Describe ConvoHut accurately. Only describe features, prices and integrations as we describe them in our current published materials.
• Not guarantee results. You must not promise a Client a particular revenue, conversion, reply rate, delivery rate or return from using ConvoHut, and you must not present any figure as a ConvoHut result unless we have given it to you in writing for that purpose.
• Not say or imply that Meta or WhatsApp endorses, certifies or is in partnership with you or ConvoHut, and not promise that Meta will verify a business or approve a template.
• Make sure that any messaging you set up or send for a Client is lawful. This includes making sure the Client has the consent the law and Meta require before marketing messages are sent, that every marketing message identifies the sender, and that people can opt out easily and their opt-outs are honoured promptly.
• Follow Meta's WhatsApp Business policies, including the WhatsApp Business Messaging Policy and Meta's commerce policies, as they apply from time to time.
• Follow our Acceptable Use Policy, and help your Clients follow it.
• Not send spam, and not use bought, rented, scraped or shared contact lists.
• Follow all laws that apply to you and your services, including privacy, spam, consumer and marketing laws in the places where you and your Clients operate.
• Be honest with Clients about your relationship with us. [If a Client asks, or if the law requires it, tell the Client that you are a ConvoHut partner and may receive a revenue share from ConvoHut.]
• Keep any login details and access you are given secure, use only your own login, and tell us promptly if you become aware of unauthorised access or a security incident.
• Tell us promptly if you become aware of a complaint, a regulator's enquiry or a suspected breach of law or policy that involves ConvoHut or a Registered Client's use of ConvoHut.

You must not register Clients, or cause sign-ups, by fraud, by misleading anyone, by creating fake or duplicate accounts, or by paying or rewarding a Client to sign up in a way that is not disclosed to us.

13. Marketing and brand use

While this agreement is in force, we give you a limited, non-exclusive, non-transferable licence, which we can withdraw, to use the ConvoHut name and logo only to show that you are a partner in the Program and to promote ConvoHut to prospective Clients.

You must use our name and logo in the form we give you, follow any brand guidelines we give you, and stop or change a use if we reasonably ask you to.

You may describe yourself as a 'ConvoHut partner' [and by your Tier name, for example 'ConvoHut Certified partner', while you hold that Tier].

You must not:

• say or imply that you own, operate or are part of ConvoHut, or that ConvoHut is your own product;
• say or imply that you are our exclusive, official or preferred partner, unless we have agreed that in writing;
• register or use a business name, domain name, social media handle or app name that includes 'ConvoHut' or anything confusingly similar;
• bid on the ConvoHut name, or misspellings of it, as a keyword in paid search advertising [without our written approval]; or
• change our logo, or use it in a way that is misleading or that harms our reputation.

You give us a limited, non-exclusive licence to use your business name and logo to identify you as a partner [in our partner communications and sales conversations. We will ask for your consent before we display your name or logo publicly].

Neither of us will publish a case study, testimonial or press release that names the other, or that names a Client, without written consent. A case study about a Client needs the Client's written consent as well. Either of us, or the Client, can withdraw consent for future use by giving reasonable notice.

All goodwill from your use of our name and logo belongs to ConvoHut, and all goodwill from our use of your name and logo belongs to you.

14. Confidentiality

Confidential Information means information one of us gives the other in connection with this agreement that is marked confidential or that a reasonable person would understand to be confidential. It includes non-public pricing, product plans, statements, Client lists and Client information.

Each of us must keep the other's Confidential Information confidential, use it only for this agreement, and share it only with staff, contractors and professional advisers who need it and who are bound to keep it confidential.

These duties do not apply to information that is or becomes public other than through a breach, that the receiving party already knew or developed independently, or that the receiving party lawfully received from someone else without a duty of confidence.

A party may disclose Confidential Information if the law, a court or a regulator requires it. Where it lawfully can, it will tell the other party first.

The terms of your signed agreement are confidential. This published sample is not.

These duties continue for [3] years after this agreement ends, and for as long as the information remains a trade secret or personal information.

15. Privacy and data

Each of us must follow the privacy laws that apply to it, including the Privacy Act 1988 (Cth) where it applies.

A Client's contact lists, conversations and customer data belong to the Client. ConvoHut handles that data for the Client under the Terms of Service and our privacy policy.

A Client may invite you into its ConvoHut workspace. If you access a Client's workspace or data, you do so on the Client's behalf and on the Client's instructions, under your own agreement with the Client. You do not do so on ConvoHut's behalf.

When you have access to a Client's workspace or data, you must:

• use the access only to provide your services to that Client, and only as the Client has instructed;
• not copy, export, sell, share or use the Client's data for your own purposes or for another Client;
• keep the data secure and limit access to the people on your team who need it;
• stop using the access when the Client asks, or when your work for the Client ends; and
• tell the Client promptly, and tell us promptly, if you become aware of unauthorised access to, or loss or disclosure of, the Client's data.

The Client controls who has access to its workspace and can remove your access at any time. We may act on the Client's instructions about access without asking you first.

When you register a Client or a prospect with us, you confirm that you are allowed to give us that person's contact details for the purposes of the Program. We will use those details to manage the registration, to onboard and support the Client, and as set out in our privacy policy.

Each of us will handle the personal information of the other's staff only for the purposes of this agreement.

16. Intellectual property

ConvoHut owns the ConvoHut product, software, website, documentation, name, logo and marketing materials, and all intellectual property rights in them. This agreement does not transfer any of them to you. The only rights you get are the limited licences set out in this agreement.

You own your own name, logo, methods, service descriptions and materials. This agreement does not transfer any of them to us.

As between you and the Client, ownership of the message templates, journeys and content you create for a Client is a matter for your agreement with the Client. [As between ConvoHut and the Client, content in a Client's workspace is the Client's content under the Terms of Service.]

You must not copy, modify, reverse engineer or build a competing product from the ConvoHut product, and you must not remove any ownership notices from our materials.

If you give us feedback or suggestions about ConvoHut, we may use them freely and without payment. We will not identify you as the source without your consent.

17. Client protection

This clause protects your service relationships with your Clients.

While this agreement is in force and for [12] months after it ends, ConvoHut will not actively solicit your Registered Clients to buy from us, or from another partner, services that compete with the services you provide to that Client. Those services are setup, monthly management, reporting and strategy for the Client's use of ConvoHut.

The following are not solicitation and are not restricted:

• providing the ConvoHut product, onboarding, Meta verification help, billing and customer support to the Client;
• sending the Client product, service, security and legal communications, and general marketing that we send to our customers broadly;
• responding to a Client that contacts us of its own accord, including a Client that asks us for help or for a recommendation; and
• dealing with a Client after it has told us in writing that it no longer works with you.

We do not ask you for any restriction in return. You are free to recommend other products to your Clients, including competing products, and to move a Client to another product if that is the right advice for the Client. Revenue Share on a Client ends when the Client stops paying ConvoHut.

If a Registered Client asks us whether it can work with a different partner or with no partner, we will tell the Client that the choice is its own. [We will let you know if a Registered Client tells us it has stopped working with you.]

18. Term and termination

This agreement continues until it is ended under this section.

Either of us may end this agreement at any time, for any reason, by giving the other at least [30] days' written notice.

Either of us may end this agreement by written notice if the other breaches it in a material way and does not fix the breach within [14] days after being asked in writing to fix it.

Either of us may end this agreement immediately by written notice if the other becomes insolvent, goes into administration or liquidation, or stops carrying on business.

We may suspend your participation, or end this agreement immediately by written notice, if we reasonably believe that you have:

• committed fraud, or registered Clients or caused sign-ups dishonestly;
• sent spam or used bought, rented or scraped contact lists;
• breached Meta's WhatsApp Business policies or our Acceptable Use Policy in a serious or repeated way, or caused a Client to do so;
• made misleading claims about ConvoHut or about results; or
• acted in a way that seriously harms, or is likely to seriously harm, our reputation, our standing with Meta, or a Client.

If we suspend your participation, we will tell you why and give you a reasonable chance to respond, unless the law or the urgency of the situation prevents it.

When this agreement ends:

• you must stop describing yourself as a ConvoHut partner and stop using our name and logo within [14] days;
• your unconverted Client registrations lapse [except that a registration confirmed before the notice of termination stays valid until the end of its validity period, if we ended the agreement for convenience];
• any demonstration access we gave you ends;
• each of us must return or delete the other's Confidential Information when asked, except for copies the law requires us to keep; and
• your Clients' ConvoHut subscriptions are not affected. They continue under the Terms of Service.

Sections 8, 10, 14, 15, 16, 17, 19, 21, 22 and 23 continue after this agreement ends, along with any other term that by its nature is meant to continue.

19. Effect of termination on revenue share

We will pay you all Revenue Share earned on Subscription Fees we received up to the date this agreement ends, in the normal payment cycle and subject to section 8.

What happens to Revenue Share on Subscription Fees received after the end date depends on why the agreement ended.

• [If we end the agreement for convenience, or you end it because of our unremedied breach or our insolvency: Revenue Share continues on each Registered Client at the rate that applied on the end date, for as long as it would have continued under your Tier, up to a maximum of 12 months after the end date.]
• [If you end the agreement for convenience: Revenue Share continues on each Registered Client at the rate that applied on the end date for 3 months after the end date, and then stops.]
• [If we end the agreement because of your unremedied breach, or immediately for fraud, spam or a policy breach: Revenue Share stops on the end date, and we may withhold unpaid Revenue Share that relates to the conduct that led to termination.]

[Alternative to the options above: Revenue Share stops on the end date in every case, other than amounts already earned.]

No Revenue Share is payable for any period in which a Client is not paying ConvoHut. After this agreement ends, your Tier is [fixed at the Tier you held on the end date and is not reassessed].

Our rights to recover Revenue Share for refunds and chargebacks under section 8 continue after this agreement ends, for refunds and chargebacks that happen within [6] months after the end date.

20. Changes to the program

We may change the Program, including the Tiers, the rates, the requirements for each Tier and these terms. We will give you at least [30] days' written notice before a change takes effect, unless the change is required sooner by law or by Meta.

A change will not reduce the Revenue Share rate on a Client that is already a Registered Client, during that Client's current term. For this purpose the current term is:

• at the Registered Tier, the rest of the 12 months for that Registered Client; and
• at the Certified or Premier Tier, [the 12 months starting on the date the change takes effect], as long as you continue to meet the requirements for your Tier as they were before the change.

Changes apply in full to Clients that become Registered Clients after the change takes effect.

If you do not agree with a change, you may end this agreement by written notice before the change takes effect. If you do, [section 19 applies as if we had ended the agreement for convenience].

We may close the Program by giving you at least [90] days' written notice. If we do, [section 19 applies as if we had ended the agreement for convenience].

Changes to the ConvoHut product, plans and prices are not changes to the Program and are not covered by this section.

Other than changes we make under this section, this agreement can only be changed in writing agreed by both of us.

21. Warranties and liability

Each of us confirms that it has the power to enter this agreement, that it will act honestly and in good faith in the Program, and that it will follow the laws that apply to it.

You confirm that the information you give us about yourself and about the Clients you register is true and complete as far as you know.

We do not promise that you will earn any particular amount, that any Client will sign up or stay, or that Meta will verify any business or approve any number or template.

Nothing in this agreement excludes, restricts or modifies any right or remedy, or any guarantee, that cannot be excluded or limited by law, including under the Australian Consumer Law. If the Australian Consumer Law applies and allows us to limit our liability for a failure to comply with a consumer guarantee, our liability is limited, at our option, to supplying the services again or paying the cost of having them supplied again.

Subject to the paragraph above, neither of us is liable to the other for loss of profit, loss of revenue, loss of business, loss of goodwill or any indirect or consequential loss arising from this agreement.

Subject to the paragraphs above, the total liability of each of us to the other for all claims arising from this agreement in any 12 month period is limited to [the greater of A$5,000 and the total Revenue Share paid or payable to you in the 12 months before the first claim arose].

The limit and the exclusion above do not apply to our obligation to pay Revenue Share that you have earned, to your obligation to repay Revenue Share under section 8, to a breach of confidentiality, to fraud or wilful misconduct, or to the indemnity below.

You indemnify us against claims made against us by a third party, including a Client or a regulator, to the extent the claim is caused by your services, your breach of section 12, or your misuse of a Client's data. [We indemnify you against claims made against you by a third party to the extent the claim alleges that the ConvoHut product, used as we permit, infringes that third party's intellectual property rights.] The party relying on an indemnity must tell the other promptly about the claim, take reasonable steps to reduce its loss, and let the other party control the defence at its own cost.

Each of us must take reasonable steps to reduce any loss it suffers. A party's liability is reduced to the extent the other party caused or contributed to the loss.

22. Dispute resolution

If there is a dispute about this agreement, the party raising it must give the other written notice with enough detail for the other to understand it.

Within [10] business days after the notice, a senior person from each of us with authority to settle the dispute will meet, in person or by video call, and try in good faith to resolve it.

If the dispute is not resolved within [20] business days after the notice, either of us may refer it to mediation in Melbourne, Victoria. The mediator will be [agreed between us or, if we cannot agree within 10 business days, appointed by the Resolution Institute]. We will share the mediator's costs equally and each pay our own costs.

Neither of us may start court proceedings about a dispute until this process has been followed, except to seek urgent relief or to recover an undisputed debt.

Each of us must keep performing this agreement while a dispute is being resolved. We will keep paying any Revenue Share that is not in dispute.

23. General

• Governing law. This agreement is governed by the laws of Victoria, Australia. Each of us submits to the non-exclusive jurisdiction of the courts of Victoria.
• Assignment. You must not transfer this agreement or your rights under it without our written consent, which we will not unreasonably withhold. We may transfer this agreement to a related company or to a buyer of our business by giving you written notice, as long as the new party takes on our obligations to you.
• Change of control. [You must tell us within 30 days if the ownership or control of your business changes.]
• Entire agreement. This agreement is the whole agreement between us about the Program. It replaces any earlier discussions, proposals and marketing materials about the Program. Neither of us has relied on any statement that is not in this agreement.
• Order of priority. If this agreement and a Program page on our website say different things, this agreement applies. The Terms of Service govern each Client's use of ConvoHut and are not changed by this agreement.
• Notices. A notice under this agreement must be in writing and sent by email to the address in the signing section, or to another address the party has notified. A notice sent by email is treated as received on the next business day in Melbourne after it is sent, unless the sender receives a message that it was not delivered.
• Waiver. A right under this agreement can only be waived in writing. A delay in using a right is not a waiver of it.
• Severance. If part of this agreement cannot be enforced, that part is removed to the extent needed and the rest continues to apply.
• Events outside our control. Neither of us is liable for a delay or failure caused by something outside its reasonable control, including an outage or a decision of Meta or another third party provider. This does not excuse a failure to pay money that is due.
• No third party rights. Only you and ConvoHut have rights under this agreement. Clients do not.
• Electronic signature and counterparts. This agreement may be signed electronically and in any number of copies. All copies together make one agreement.

24. Signing

Signed as an agreement.

ConvoHut Pty Ltd (ABN 28 702 994 938)

• Signature: ______________________________
• Name: ______________________________
• Title: ______________________________
• Email for notices: ______________________________
• Date: ______________________________

Partner

• Legal name of partner: ______________________________
• Trading name (if different): ______________________________
• ABN or company number: ______________________________
• Registered for GST (yes or no): ______________________________
• Address: ______________________________
• Signature: ______________________________
• Name: ______________________________
• Title: ______________________________
• Email for notices: ______________________________
• Date: ______________________________