Partner Program Terms and Conditions

Draft for legal review. These terms have not yet been signed off by Budgetly’s legal counsel. They are based on the program structure agreed in the May 2026 partner program design and adapted from comparable Australian and international affiliate program agreements. Do not publish until reviewed.

This Partner Program Agreement (the “Agreement”) is between Budgetly Pty Ltd ACN 619 130 856 (“Budgetly”, “we”, “our” or “us”) and the firm or individual applying to participate in the Budgetly Partner Program (“Partner”, “you” or “your”).

This Agreement describes how we will work together, the commercial terms that apply to your participation in the Budgetly Partner Program (the “Program”), and the obligations of both parties.

You must agree to these terms before we accept you into the Program. You confirm your acceptance by submitting an application via the Budgetly Partner Program landing page or by signing a written Program agreement with us.

We may update these terms from time to time. If we update or replace the terms, we will notify you by email at the address you provided in your application. The updated terms take effect five business days after the notice is sent. If you do not agree to the update, you may terminate this Agreement under section 14.

1. Definitions

In this Agreement:

“Active Client” means a Referred Client that has an active paid subscription to a Budgetly Plan, has been a customer for at least thirty (30) consecutive days, and is current on its payment obligations to Budgetly.
“Budgetly Plan” means a paid subscription to Budgetly’s spend management software, including any add-on modules and per-card fees, but excluding pass-through fees, postage, and one-off implementation fees.
“Budgetly Materials” means marketing materials, case studies, product documentation, comparison content, and other collateral that Budgetly provides to you for use in promoting Budgetly.
“Commission” means the percentage of Net Subscription Revenue payable to you under section 4, calculated according to your Tier.
“Confidential Information” has the meaning given in section 11.
“Net Subscription Revenue” means amounts actually received by Budgetly from a Referred Client for a Budgetly Plan, net of any refunds, credits, taxes (including GST), bank fees, payment processor fees, pass-through fees (such as postage), and one-off fees (such as accelerated implementation services or custom integration work).
“Referred Client” means a prospective customer that:
- is not, at the time of referral, an existing Budgetly customer;
- is not, at the time of referral or in the sixty (60) days prior, in an active sales process with Budgetly; and
- is introduced to Budgetly by you under the Program either through a tracked referral link, a Stripe coupon code assigned to you, or a written introduction email to Budgetly’s partnerships team.
“Tier” means the partner tier you are assigned to under section 3, based on your Active Client count.

2. Acceptance into the Program

2.1 Application

You apply by submitting the application form on budgetly.com.au or by direct engagement with the Budgetly partnerships team. We may request additional information or a discovery call before deciding whether to accept your application.

2.2 Acceptance

If we accept your application, this Agreement takes effect on the date we notify you of acceptance (the “Effective Date”). If we do not notify you of acceptance within thirty (30) days of your application, your application is deemed rejected.

2.3 Eligibility

To be eligible to participate in the Program you must:

be an Australian-registered accounting firm, bookkeeping firm, advisory firm, or other professional services firm with active SME clients;
have authority to enter into this Agreement on behalf of your firm;
not be a competitor of Budgetly, an advocate for a Budgetly competitor, or a current employee of Budgetly;
not have your brand or reputation in conflict with Budgetly’s values; and
comply with all applicable Australian laws and professional obligations, including the Australian Consumer Law, the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth), and any professional standards set by your accreditation body.

2.4 No exclusivity

This Agreement does not create an exclusive relationship. Both parties may work with other partners and recommend other products to clients.

3. Tier structure

3.1 Tiers and thresholds

Tiers are based on the number of Active Clients you have referred to Budgetly under the Program:

Tier	Active Clients	Lifetime Commission rate
Registered	1+	10%
Silver	5+	10%
Gold	15+	20%
Platinum	50+	30%

You are admitted at the Applied stage on the Effective Date. You move to Registered automatically when your first Referred Client becomes an Active Client.

3.2 Tier progression

You move up a Tier automatically when your Active Client count crosses the threshold for that Tier and remains at or above the threshold for thirty (30) consecutive days. The new Commission rate applies from the start of the next calendar month after promotion.

3.3 Tier reduction

If your Active Client count falls below the threshold for your current Tier for ninety (90) consecutive days, you move down to the appropriate Tier. The new Commission rate applies from the start of the next calendar month after demotion.

3.4 Silver Tier

Silver remains a Tier for recognition and non-rate benefits. The Commission rate at Silver is the same as Registered (10%). The rate uplift kicks in at Gold.

4. Commission

4.1 Lifetime Commission, no clawback

Subject to the eligibility requirements in this section 4, you earn Commission on Net Subscription Revenue from each Active Client for as long as that client remains a Budgetly customer. Commission is not capped, has no first-year-only mechanic, and is not clawed back if a client cancels.

4.2 What Commission applies to

Commission applies to Net Subscription Revenue only. Commission does not apply to:

pass-through fees (including postage, card production, and printing);
one-off fees (including accelerated implementation services, custom integration work, and migration services);
taxes, GST, bank fees, or payment processor fees;
amounts that are refunded or credited to the client; or
amounts received from clients who participate in any other Budgetly partner or affiliate program for the same subscription.

4.3 Partner choice: keep Commission or pass as discount

For each Referred Client, you may elect to either:

(a) keep the Commission as practice revenue paid to you; or

(b) pass the equivalent percentage to the client as an ongoing discount on their Budgetly subscription.

You make the election when the client signs up and you may change it for future months on thirty (30) days’ written notice to Budgetly.

4.4 Refund handling

If we issue a refund or credit to a Referred Client, the refunded amount is excluded from Net Subscription Revenue for that month. We do not claw back Commission already paid for prior months.

4.5 GST

Commission amounts are stated exclusive of GST. If you are registered for GST and provide a valid tax invoice, we will pay GST in addition to the Commission. You are responsible for your own tax obligations on Commission received, including income tax and GST.

4.6 Payment terms

We pay Commission monthly in arrears. Payment is made by direct deposit to the bank account you nominate, within thirty (30) days of the end of each calendar month. The minimum payout threshold is one hundred Australian dollars (A$100). Amounts below this threshold are carried forward.

4.7 Statement

Each Commission payment is accompanied by a statement showing the Referred Clients, Net Subscription Revenue, and Commission rate applied. You must notify us of any disputed amount within sixty (60) days of receiving the statement, otherwise the statement is deemed accepted.

4.8 Commission rate changes

We may change the Commission rates and Tier thresholds in this Agreement on sixty (60) days’ written notice. If you do not agree to the change, you may terminate under section 14.3.

5. Eligibility for Commission per Referred Client

You are not eligible to earn Commission on a Referred Client where:

(a) the client is not new to Budgetly under the definition in section 1;

(b) the client is in an active Budgetly sales process at the time of referral;

(c) the client is referred via a means not authorised under this Agreement (such as paid search ads on Budgetly branded keywords, deceptive content, cookie stuffing, or pop-ups);

(d) the client is associated with you, an employee of your firm, or a related party of your firm. Referrals must be arms-length;

(e) the client is referred to Budgetly by another partner with a tracked link used more recently than yours (last-touch attribution applies); or

(f) you are in material breach of this Agreement at the time the Commission would be paid.

We have sole discretion to determine whether a Referred Client qualifies. If you dispute our determination, we will discuss it with you in good faith.

6. Partner obligations

6.1 Active client requirement

You must convert at least one Referred Client into an Active Client within six (6) months of the Effective Date to maintain participation in the Program. If you do not, we may terminate this Agreement on written notice under section 14.

6.2 Backlink requirement

Within thirty (30) days of the Effective Date, you must place a link to budgetly.com.au from your firm’s website. The link must:

appear on the homepage footer, a partner page, a technology stack page, or another reasonably prominent page on your firm’s primary website;
use the anchor text “Budgetly”, “Budgetly partner”, or another reasonable variation;
be a standard <a href> link without rel="nofollow", rel="sponsored", or robots restrictions; and
remain in place for the duration of your participation in the Program.

You agree that the backlink is a reasonable and proportionate contribution to the Program.

6.3 Accurate representation

You must:

(a) only describe Budgetly using approved Budgetly Materials and language consistent with our published positioning;

(b) not make false, misleading, or unauthorised claims about Budgetly’s product, security, regulatory status, or pricing;

(c) not make any commitment, representation, or warranty on behalf of Budgetly to a client or third party that is not expressly authorised in writing;

(d) not represent yourself as an employee, agent, or reseller of Budgetly; and

(e) comply with the Australian Consumer Law, ASIC’s regulatory guides on conflicted remuneration, and any disclosure requirements set by your professional body.

6.4 Disclosure of partnership

You must disclose your participation in the Program to any prospective Referred Client at or before the point of recommendation. The disclosure must be clear, comprehensible, and made before the client engages with Budgetly content or your tracked link. Suggested phrasing is: “We are a Budgetly Partner. If you sign up via this link we may receive a commission, or you can take an equivalent discount.”

6.5 Compliance with laws

You are responsible for compliance with all applicable laws in your conduct under the Program, including consumer protection, advertising, anti-spam, privacy, and tax laws.

7. Budgetly’s commitments

In return for your participation, Budgetly will:

(a) pay Commission as set out in section 4;

(b) provide a free Budgetly account for your firm with up to ten (10) cards, valid for six (6) months from the Effective Date, on the Budgetly Plan we determine appropriate (the “Partner Free Account”);

(d) provide three (3) complimentary hours with a senior Accounting Engineer for each new Active Client, for integration work across Xero, MYOB, QuickBooks, NetSuite, payroll, and POS systems;

(e) make co-brandable marketing materials, case studies, and content available to you;

(f) list your firm in the public partner directory on budgetly.com.au from the point you reach Registered Tier; and

(g) provide a named partnerships contact for ongoing support and escalations.

8. Stripe coupons and tracking

We track Referred Clients through tracked referral links and Stripe coupon codes assigned specifically to you. You agree to use only the codes and links assigned to you and to not share them publicly except in the course of legitimate referral activity authorised under this Agreement.

9. Trademarks and intellectual property

9.1 Budgetly trademarks

We grant you a non-exclusive, non-transferable, royalty-free, revocable licence to use the Budgetly name, logo, and approved marketing materials in connection with the Program for the term of this Agreement. You must use the materials as supplied, without alteration, and only for the purposes of this Agreement.

9.2 Partner trademarks

You grant us a non-exclusive, non-transferable, royalty-free, revocable licence to use your firm’s name, logo, and other trademarks (the “Partner Marks”) in connection with the Program, including in:

(a) the Budgetly partner directory on budgetly.com.au and any in-product partner directory;

(b) joint marketing campaigns, co-branded materials, webinars, and content;

(d) reasonable internal and external references to the partnership (for example, “[Firm] is a Budgetly Partner” on our website, in pitches, or in announcements).

Use of the Partner Marks must be consistent with any usage guidelines you provide to us.

You may opt out of any specific use of the Partner Marks at any time by giving us written notice (email is sufficient). On receiving notice, we will remove the relevant use within thirty (30) days. The opt-out applies only to the specific use you identify and does not terminate this licence as a whole. Materials already produced and distributed before notice (such as printed collateral, archived content, or third-party platform listings outside our control) may remain in circulation, but we will not produce new materials using the affected Partner Marks after the opt-out takes effect.

If you opt out of the partner directory listing entirely, you remain a partner under this Agreement and continue to earn Commission, but you forgo the directory and joint marketing benefits described in section 7.

9.3 Ownership

Each party retains all right, title, and interest in its own intellectual property. No licence is granted under this Agreement except as expressly stated. Goodwill arising from use of Budgetly trademarks accrues to Budgetly.

10. Confidentiality

10.1 Confidential Information

“Confidential Information” means any non-public information disclosed by one party to the other in connection with the Program, including commercial terms, customer lists, product roadmaps, pricing, financial information, and any information marked or reasonably identifiable as confidential.

10.2 Obligations

Each party will:

(a) keep the other party’s Confidential Information confidential;

(b) use the Confidential Information only for the purposes of this Agreement;

(c) protect the Confidential Information with at least the same care as it uses for its own confidential information of comparable sensitivity, and not less than reasonable care; and

(d) not disclose the Confidential Information to any third party except to its employees, contractors, or advisors who need to know it and are bound by confidentiality obligations at least as protective as those in this Agreement.

10.3 Exclusions

Confidential Information does not include information that is publicly available through no breach of this Agreement, was known to the receiving party before disclosure, is independently developed without reference to the disclosing party’s information, or is required to be disclosed by law (in which case the receiving party will give prompt notice and reasonable cooperation).

10.4 Survival

Section 10 survives termination of this Agreement for three (3) years.

11. Privacy

We process personal information about Referred Clients in accordance with our Privacy Policy at /legal/privacy-policy/. When you provide personal information about a Referred Client to us, you confirm that you have a lawful basis to do so under the Privacy Act 1988 (Cth) and the Australian Privacy Principles.

12. Warranties and disclaimers

12.1 Mutual warranties

Each party warrants that it has full authority to enter into this Agreement and that its performance does not conflict with any other obligation it has.

12.2 Partner warranties

You warrant that you will perform under this Agreement competently, professionally, and in compliance with all applicable laws.

12.3 Disclaimers

Except as expressly set out in this Agreement, and to the extent permitted by law, all warranties (express, implied, or statutory) are excluded. Where the Australian Consumer Law applies a non-excludable consumer guarantee, our liability is limited to the maximum extent permitted by law to the supply of services again or the cost of having those services supplied again.

13. Liability

13.1 Cap

To the extent permitted by law, our total aggregate liability to you under or in connection with this Agreement is capped at the total Commission paid to you in the twelve (12) months immediately before the event giving rise to the claim. If no Commission has been paid, the cap is one thousand Australian dollars (A$1,000).

13.2 Excluded loss

Neither party is liable for indirect, consequential, or special loss, loss of profits, loss of data, loss of goodwill, or loss of business opportunities, however caused.

13.3 Exceptions to caps

The caps and exclusions in this section 13 do not apply to liability that cannot be limited or excluded by law, breach of confidentiality (section 10), breach of intellectual property rights (section 9), or indemnity obligations (section 14.6).

14. Term and termination

14.1 Term

This Agreement starts on the Effective Date and continues until terminated under this section 14.

14.2 Termination for convenience

Either party may terminate this Agreement on thirty (30) days’ written notice to the other.

14.3 Termination on amendment

If we update these terms and you do not agree to the update, you may terminate within ten (10) days of receiving notice of the change. Termination takes effect five (5) business days after your notice.

14.4 Termination for cause

We may terminate immediately on written notice if:

(a) you are in material breach of this Agreement and fail to remedy the breach within thirty (30) days of written notice (or, in the case of breach of section 6.3 (accurate representation) or section 10 (confidentiality), immediately);

(b) you become insolvent, bankrupt, or unable to pay your debts as they fall due; or

(c) we determine, acting reasonably, that your conduct has materially damaged or is likely to materially damage Budgetly, our prospects, or our customers.

14.5 Effect of termination

On termination:

(a) you must cease all use of Budgetly trademarks, marketing materials, tracked links, and Stripe coupons assigned to you;

(b) you must remove the backlink from your firm’s website within thirty (30) days;

(c) you may keep using your Partner Free Account until the end of its six (6) month term, unless we terminate for cause under section 14.4(a) or (c), in which case the Partner Free Account terminates immediately;

(d) Commission accrued before termination remains payable in accordance with section 4 (this is the “no clawback” promise);

(e) where we terminate for cause under section 14.4(a) or (c), or you terminate for convenience under section 14.2, no further Commission accrues from the termination date, even on existing Active Clients;

(f) where you terminate under section 14.3 (amendment), or we terminate for convenience under section 14.2, Commission continues to accrue on existing Active Clients for thirty (30) days after termination.

14.6 Indemnity

You indemnify us against any third-party claim arising out of:

(a) your breach of this Agreement;

(b) your unauthorised representations to a Referred Client about Budgetly;

(d) our use of your firm’s trademarks in accordance with this Agreement.

15. General

15.1 Relationship of the parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or franchise relationship. Neither party has authority to bind the other.

15.2 Assignment

You must not assign this Agreement without our prior written consent. We may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets.

15.3 No third party beneficiaries

This Agreement is for the benefit of the parties only.

15.4 Force majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including acts of government, natural disasters, war, civil unrest, or major utility, internet, or telecommunications outages.

15.5 Notices

Notices under this Agreement must be in writing and sent by email to the address each party provides for that purpose. Notices are deemed received on the next business day after sending, unless a delivery failure notice is received.

15.6 Governing law and jurisdiction

This Agreement is governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales and the courts entitled to hear appeals from those courts.

15.7 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions continue in effect. The invalid or unenforceable provision is replaced by a valid and enforceable provision that most closely matches the original intent.

15.8 Waiver

A failure or delay in exercising a right under this Agreement is not a waiver of that right.

15.9 Entire agreement

This Agreement, together with the documents referred to in it, is the entire agreement between the parties on the subject matter and supersedes any prior agreements or understandings.

15.10 Survival

Sections 9 (Trademarks and intellectual property), 10 (Confidentiality), 11 (Privacy), 12 (Warranties), 13 (Liability), 14.5 (Effect of termination), 14.6 (Indemnity), and 15 (General) survive termination of this Agreement.

Contact

Questions about this Agreement or the Program can be sent to the Budgetly partnerships team via the Partner Program landing page or by reaching out to your named partnerships contact.

Budgetly Pty Ltd ACN 619 130 856 Sydney, Australia