MOBLE SALES PARTNER CONTRACT (NSW)

4. Lead Registration & Attribution

• Use approved partner links or submit pre-registration before MOBLE’s first substantive engagement. Attribution generally follows a 90-day window and MOBLE’s CRM records.
• Only one Partner of Record per Client. If multiple claims exist, MOBLE will decide attribution in good faith.
• Self-referrals (your own entities or those under common control) are excluded.
• To retain attribution, you must continue Managing the Client. If you cease those duties or the Client requests your removal, commissions stop after the then-current billing period following reassignment.

5. Payout Mechanics (Software & Service)

5.1 Software (Platform) Commission Payouts

• When paid: On the 18th of each month for Software Fees actually received and cleared in the prior cycle.
• Adjustments: MOBLE may reverse/offset commissions for refunds, chargebacks, fraud, or non-payment. No accrual during suspended/delinquent accounts.
• Reports & disputes: Monthly partner statements are conclusive unless disputed in writing within 30 days.

5.2 Service (Build) Fee Payouts

• When paid: On the 2nd of the month following MOBLE’s receipt of the client’s cleared payment (e.g., MOBLE receives AU$5,000+GST in March → Partner’s 20% is paid on 2 April).
• Milestones: For milestone invoices, the 20% is paid as each milestone payment clears.

5.3 Method; Thresholds; Details

• Payout method: bank transfer or another supported method you provide. Keep payout and tax details current.
• MOBLE may roll forward payments if details are missing or amounts are de minimis under operational policy.
• Negative balances carry forward and may be netted from future payouts.

5. Payout Mechanics (Software & Service)

5.1 Software (Platform) Commission Payouts

• When paid: On the 18th of each month for Software Fees actually received and cleared in the prior cycle.
• Adjustments: MOBLE may reverse/offset commissions for refunds, chargebacks, fraud, or non-payment. No accrual during suspended/delinquent accounts.
• Reports & disputes: Monthly partner statements are conclusive unless disputed in writing within 30 days.

5.2 Service (Build) Fee Payouts

• When paid: On the 2nd of the month following MOBLE’s receipt of the client’s cleared payment (e.g., MOBLE receives AU$5,000+GST in March → Partner’s 20% is paid on 2 April).
• Milestones: For milestone invoices, the 20% is paid as each milestone payment clears.

5.3 Method; Thresholds; Details

• Payout method: bank transfer or another supported method you provide. Keep payout and tax details current.
• MOBLE may roll forward payments if details are missing or amounts are de minimis under operational policy.
• Negative balances carry forward and may be netted from future payouts.

6. Taxes, Currency & Withholding

• Currency: USD unless MOBLE offers another payout currency.
• Australia (GST): If you are AU-GST registered and your supply to MOBLE is taxable, you must issue a valid tax invoice and GST will be added to your 20% Service (Build) Fee share. Software commissions are paid on a commissions basis and exclude GST unless required by law.
• Outside Australia: You are responsible for all taxes in your jurisdiction (e.g., income tax, VAT). MOBLE may withhold taxes where required by law; if withholding applies, you will provide requested tax forms (e.g., W-8/W-9 or local equivalents). If a gross-up is required by law, the parties will cooperate to minimise withholding.
• Costs: Bank, FX, and transfer fees may be deducted or borne by the recipient as per payout method rules.

7. Partner Obligations

• Lawful marketing: Comply with spam/marketing, consumer, privacy, and e-commerce laws (e.g., AU Spam Act, PECR/ePrivacy, CAN-SPAM). Disclose any material connection where required.
• Brand use: Use MOBLE marks per brand guidelines; no misleading claims; no domains/ads containing “MOBLE” or confusingly similar marks.
• Conduct: Maintain reasonable security for any data handled; no cookie stuffing, incentive/coupon networks, or deceptive practices; comply with sanctions/export and anti-bribery laws.
• No employment benefits: You are an independent contractor; you handle your own insurance, superannuation/pensions, and taxes.

8. MOBLE Obligations

• Provide partner links/tools, reasonable reporting, and payout processing.
• No guarantee of any minimum number of leads, customers, or revenue.
• Program features and rates may change under Section 11 (with notice for material changes).

9. Confidentiality & Data Protection

Each party will protect the other’s Confidential Information with reasonable care and use it only for this Contract. Where MOBLE processes personal information for Clients, MOBLE acts as processor/service provider per its Privacy Policy and DPA. Where you access personal information independently, you act as an independent controller and must comply with applicable privacy laws; promptly notify MOBLE of any relevant data breach.

10. IP & Brand Use

MOBLE retains all rights in the platform, code, and marks. Feedback becomes MOBLE property. You receive a limited, revocable licence to use MOBLE marks to promote the Services, subject to brand guidelines and this Contract.

11. Term; Changes; Termination

• Term: Starts on acceptance and continues until ended by either party.
• Changes: MOBLE may update this Contract or the Program Terms. For material changes, MOBLE will give reasonable notice (e.g., in-product or email). Continued participation after the effective date = acceptance.
• Termination: Either party may terminate anytime for convenience (effective immediately). MOBLE may suspend or terminate for breach, fraud, or unlawful conduct.
• After termination: MOBLE will pay amounts already earned and cleared as of the effective date. Commissions do not continue to accrue after termination unless MOBLE agrees in writing.

12. Warranties; Liability; Indemnities

• Disclaimer: Program tools are provided “as is”.
• Limitation: To the maximum extent permitted by law, MOBLE’s aggregate liability under this Contract is limited to commissions and build-fee shares paid to you in the six (6) months preceding the event giving rise to liability.
• Indemnity: You indemnify MOBLE against claims arising from your marketing, services, breach of law or this Contract, misuse of data, or infringement of third-party rights.

13. Audit; Records

You will maintain reasonable records relevant to leads, attributions, and compliance and cooperate with MOBLE on reasonable notice to verify payouts and adherence to this Contract.