PARTNER TERMS AND CONDITIONS

The Founders Union Pty Ltd (ABN 43 686 133 102)

Last updated: 3/11/25

1. Introduction

1.1 These Partner Terms apply to any service provider, advisor, sponsor, perk provider, investor, accelerator, or other organisation (Partner, you, your) approved by The Founders Union Pty Ltd ABN 43 686 133 102 (TFU, we, us, our) to list offers, deliver services, provide Perks, or receive introductions via TFU's ecosystem.

1.2 By executing a Partner Agreement, listing a Perk, accepting an introduction, or otherwise participating in the TFU ecosystem you agree to be bound by:

1. the Partner Schedule or commercial proposal signed between you and TFU,
2. these Partner Terms, and
3. any Platform guidelines or policies published by TFU and notified to you.

In the event of a conflict, the order of precedence is: (a) Partner Schedule or proposal, (b) these Partner Terms, (c) Platform policies or guidelines.

2. Appointment & Onboarding

2.1 To become a Partner you must apply via the process specified by TFU, provide full and accurate information about your business, services or pricing, eligibility criteria for your offers or Perks, and any material obligations.

2.2 TFU may accept or reject your application in its sole discretion. Acceptance is not binding until the Partner Schedule is signed.

2.3 TFU may charge onboarding, annual listing or minimum commitment fees, as specified in your Partner Schedule. Unless otherwise stated, onboarding or listing fees are non refundable.

2.4 You must co operate fully with TFU onboarding activities (for example, supply logos or branding, input listing data, agree to integration or reporting arrangements, attend orientation). Failure may result in delay or suspension of listing.

3. Partner Obligations

3.1 Business Standards

• You must hold and maintain all licences, registrations, certifications and insurances required for your business and for provision of your services or Perks to founders under these Terms.
• You must provide your services or Perks with due care, skill, professionalism and in compliance with all applicable laws (including consumer protection laws, data protection or privacy legislation, advertising standards, competition or anti trust laws).
• You must ensure any marketing, communications or branding in relation to offers or Perks obtains prior approval from TFU where required, and you must not imply any agency, employment or representation relationship between TFU and you beyond what is expressly permitted.

3.2 Listing Accuracy & Changes

• You must ensure that all listings, descriptions, eligibility criteria, pricing, Perk terms, service scopes and availability are accurate and up to date when published on the Platform.
• If any change occurs (for example service pricing or terms, capacity, team, eligibility, suspension), you must notify TFU promptly and update the listing accordingly.
• TFU may edit or remove any listing at its discretion if it deems it misleading, incomplete or inconsistent with the ecosystem standards.

3.3 Exclusivity and Conflicts

• Unless otherwise agreed in your Partner Schedule, you must not engage in a materially identical offer or program targeting the same founder cohort via TFU through a competing partner channel without notifying TFU.
• You must disclose to TFU any existing or potential relationships, investments or other arrangements with founders introduced by TFU which could present a conflict of interest or undermine TFU's commercial model.

3.4 Reporting & Audit

• You must maintain accurate records of founder referrals, engagements, contract start or finish dates, payments received, service outcomes, and any other metric reasonably requested by TFU (record keeping).
• At TFU's reasonable request (and under appropriate confidentiality or aggregator agreements), you must permit TFU (or its nominated auditor) to inspect or audit your records relating to introductions or referrals, fees or commissions and engagements with founders to verify compliance with your obligations.
• If an audit reveals under paid referral or commission or fee arrangements, you must promptly pay the shortfall plus interest at [insert rate] and reimburse TFU's reasonable audit costs.

3.5 Confidentiality & Data Handling

• You must treat all non public information provided by TFU (including founder lists, introductions, Platform metrics, business strategies) as confidential. You must not use such information except for the purpose of performing your obligations under this partnership.
• You must comply with the Privacy Act 1988 (Cth), any applicable state privacy laws, and any data protection policies notified by TFU. If you handle personal information of founders or TFU, you must ensure appropriate security safeguards, limit access, and notify TFU of any data breach in accordance with applicable law.
• You grant TFU a non exclusive, worldwide, royalty free licence to use, reproduce, adapt, publish and display your business name, trade marks, logos and listing content for marketing the Platform and ecosystem, subject to your brand guidelines (if any) that TFU has accepted.

4. Offers, Perks, Services & Engagements

4.1 Your offers (including services, programs, Perks, discounts, credits or trials) made available via TFU must be clearly described as to scope, eligibility, pricing, any limits, expiry and how the founder redeems the benefit.

4.2 You must honour your offers in accordance with those descriptions and not impose undisclosed additional conditions, unless previously agreed with TFU and notified to founders.

4.3 TFU is acting as a facilitator and connector. Unless expressly stated in writing in your Partner Schedule, TFU is not a party to any contract you enter with a founder introduced through TFU. You are responsible for all service delivery, contracts, support, liability and performance with those founders.

4.4 You warrant that any materials, deliverables or services you provide to founders will not infringe third party intellectual property rights, will comply with laws, will be free from material defects, and you will rectify any defects within a reasonable period at your cost.

5. Referral, Introduction & Commission Structure

5.1 Introduction or Referral Definition

TFU delivers an introduction when TFU shares a founder's contact details with you, or arranges a meeting or warm email introduction between you and a founder previously unknown to you and tracked on TFU's referral register.

A qualifying engagement is defined in your Partner Schedule (for example the founder signs a contract with you for minimum value, or enters a program, or pays you a fee) and only then does the referral or commission become payable.

5.2 Commission & Fee Payment

The amount, timing and method of any referral fee, success based commission or ongoing revenue share will be set out in your Partner Schedule.

You must invoice TFU for fees owed by you under referral arrangements, or pay TFU in the case of you owing fees to TFU, in accordance with your schedule.

Late payments will incur interest at the rate of [insert rate] per annum plus any costs reasonably incurred by TFU in collecting the amount.

5.3 Avoidance & Anti Circumvention

You must not circumvent the agreed referral structure by diverting founders introduced by TFU into separate arrangements or to related entities to avoid paying the agreed fees or commissions.

If you or an affiliate engage a founder introduced by TFU outside of the mechanism without paying the agreed referral or commission, you will be liable for the full fee as if the introduction had occurred and additional liquidated damages of [insert liquidated damage amount or formula], plus TFU's costs.

6. Intellectual Property

6.1 All intellectual property owned by TFU (Platform, content, trademarks, brand) remains TFU's exclusive property. Nothing in these Terms grants you any rights to TFU's intellectual property beyond the licence for promotion contemplated.

6.2 You grant TFU a licence (non exclusive, royalty free, transferable, sub licensable) to use your name, trade marks, logos, descriptions of your offers, and any marketing materials you provide, for the purpose of promoting the ecosystem and your offers within it.

6.3 You warrant that you have full rights to grant the licence in clause 6.2, and that use of your intellectual property by TFU will not infringe the rights of any third party.

7. Warranties & Indemnities

7.1 You warrant that:

• you have full corporate authority to enter into this Agreement and perform your obligations;
• your business is solvent, you are not insolvent or under external administration;
• the listing, offers and services you provide comply with all applicable laws and regulations;
• no claim is pending or threatened against you which could materially affect your ability to perform.

7.2 You indemnify and hold harmless TFU, its directors, officers, employees and agents (Indemnified Parties) against any loss, claim, damage, cost or expense (including legal fees) arising from:

• your breach of these Terms or the Partner Schedule;
• any act or omission by you or your contractors in relation to your offers or services to founders;
• any third party claim brought against TFU arising from your services, listing, offers or conduct;
• your negligent, wilful or fraudulent act.

8. Insurance & Liability

8.1 You must maintain and provide evidence on request of appropriate insurance cover, including but not limited to public liability insurance, professional indemnity insurance, product liability insurance (if applicable) and cyber insurance. The minimum cover amounts must be stated in your Partner Schedule or agreed by TFU.

8.2 To the maximum extent permitted by law, your liability to TFU and or founders for any claim arising under or in connection with your services is not limited by these Terms. However you may limit your liability to the extent agreed in your own contracts with the founders and notified to TFU.

8.3 TFU's liability to you is limited in accordance with the general Terms and Conditions of the Platform (see TFU's Terms of Use). TFU is not responsible for your fulfilment of services to founders.

9. Term, Suspension & Termination

9.1 Term: The initial term is as specified in your Partner Schedule. Unless otherwise stated, the term renews automatically for successive periods equal to the initial term unless terminated as set out here.

9.2 Termination for convenience: Either party may terminate the Partner relationship for convenience by providing written notice in accordance with the notice period in the Partner Schedule (default 30 days if unspecified).

9.3 Termination for cause: TFU may suspend or terminate your Partner status immediately if you:

• materially breach these Terms or the Partner Schedule and fail to remedy within [insert] days of notice;
• behave in a way that, in TFU's reasonable opinion, exposes TFU or the ecosystem, founders or other partners to risk or reputational harm;
• become insolvent, undergo external administration or cease trading.

9.4 Effects of termination: On termination you must:

• cease using TFU's trademarks, logos and listing rights;
• remove any references to TFU in your marketing or offers unless expressly agreed;
• honour any outstanding founder contracts entered before termination unless otherwise agreed;
• pay any outstanding referral or commission fees owed to TFU;
• return or destroy confidential information of TFU as requested.

9.5 Survival: The following clauses survive termination: 2.3, 3.4 (Audit), 3.5 (Confidentiality or data), 5.3 (Anti circumvention), 6 (Intellectual Property), 7 (Warranties and Indemnities), 9.4 (Effects), 10 (General) and any other clause which by its nature survives.

10. Dispute Resolution

10.1 In the event of a dispute, the parties agree to attempt good faith negotiation for 30 days from notice of dispute. If unresolved, either party may refer the dispute to mediation with a mediator agreed by the parties (or failing agreement, nominated by the Law Society of NSW).

10.2 Nothing prevents either party from seeking urgent injunctive relief.

10.3 Governing law: These Terms are governed by the laws of New South Wales, Australia. Both parties submit to the non exclusive jurisdiction of the courts of New South Wales.

11. General

11.1 Assignment: You may not assign or transfer your rights under these Terms without TFU's prior written consent. TFU may assign or novate to a related entity or purchaser without your consent.

11.2 Entire Agreement: These Terms plus the Partner Schedule (and any other signed documents) constitute the entire agreement between you and TFU relating to this partnership and supersede all prior discussions.

11.3 Amendments: TFU may update these Partner Terms from time to time. TFU will provide written notice of material changes (those that adversely affect your rights) at least 30 days before the effective date. Your continued listing or participation after the change's effective date constitutes acceptance.

11.4 Notice: Unless agreed otherwise, notices must be in writing and delivered by email to the contact address specified in the Partner Schedule.

11.5 Severability: If any provision of these Terms is held invalid or unenforceable, that provision will be deleted or modified to achieve the parties' intent and the remainder of the Terms will remain in force.

11.6 Counterparts & Electronic Signature: These Terms may be executed in counterparts and by electronic signature or by email confirmation.