Referral Program — Terms and Conditions

These Terms and Conditions (the "Terms") govern participation in the Daysync referral program (the "Program") operated by Daysync Pty Ltd (ABN 16 677 972 333) of Office 2, Level 4, 172 St Georges Terrace, Perth WA 6000 ("Daysync", "we", "us", or "our"). By registering for the Program, accessing the Program dashboard, receiving an Affiliate Link or Referral Code, or accepting any Commission under the Program, you (the "Affiliate" or "you") agree to be bound by these Terms. If you do not agree with these Terms in their entirety, you must not participate in the Program.

In these Terms, unless the context otherwise requires:

1.1 "Affiliate Account" means the account registered by the Affiliate with the Referral Platform through which the Affiliate accesses Program materials, tracking data, and payout mechanisms.

1.2 "Affiliate Link" means the unique uniform resource locator issued by us to the Affiliate for the purpose of tracking Referrals via browser cookies.

1.3 "Commission" means the fee payable to an Affiliate in respect of a Qualifying Referral, calculated in accordance with clause 7.

1.4 "Cookie Window" means the period of sixty (60) days commencing on the date a prospective Customer clicks the Affiliate Link, during which a Referral remains attributable to the Affiliate via cookie-based tracking.

1.5 "Customer" means an end user who subscribes to a paid Daysync plan.

1.6 "Daysync Services" means the Daysync tour management software-as-a-service product and all associated services offered by Daysync from time to time.

1.7 "Qualifying Referral" has the meaning given in clause 6.

1.8 "Referral" means the introduction of a prospective Customer to the Daysync Services by means of the Affiliate Link or Referral Code.

1.9 "Referral Code" means the unique alphanumeric code issued by us to the Affiliate for the purpose of tracking Referrals when entered at checkout.

1.10 "Referral Platform" means the third-party platform used by us to administer the Program, including the processing of Affiliate Accounts, attribution tracking, and Commission payouts, together with any successor or replacement platform nominated by us from time to time.

1.11 "Referred Customer" means a Customer whose subscription was generated through a Qualifying Referral.

1.12 "Subscription Revenue" means the net amount actually received and retained by Daysync from a Referred Customer in respect of their subscription to the Daysync Services, excluding taxes, refunds, chargebacks, discounts, credits, and third-party processing fees.

2.1 These Terms, together with any written policies, guidelines, or documentation that we publish or communicate in connection with the Program from time to time, constitute the entire agreement between the parties in respect of the Program and supersede all prior agreements, representations, and understandings.

2.2 Participation in the Program is offered at our sole and absolute discretion. Nothing in these Terms obligates us to approve any application, issue any Referral Code, pay any Commission other than in strict accordance with these Terms, or continue to operate the Program.

3.1 To be eligible to participate in the Program, the Affiliate must:

(a) be at least eighteen (18) years of age and have the legal capacity to enter into a binding contract;

(b) provide true, accurate, and complete information during registration and keep such information current at all times;

(c) be legally entitled to receive Commissions under the laws of the jurisdiction in which the Affiliate resides or conducts business;

(d) not be an employee, officer, director, contractor, or immediate family member of an employee of Daysync or of any of its related bodies corporate, unless expressly authorised in writing by us; and

(e) not be a person with whom dealings are restricted or prohibited under applicable sanctions laws.

3.2 We reserve the right to decline, suspend, or revoke Program eligibility at any time, in our sole and absolute discretion, with or without cause and with or without prior notice.

4.1 The Affiliate must register through the Program enrolment link provided by Daysync and complete any identity verification and payment onboarding steps required by us or by the Referral Platform, including any payment account onboarding and applicable know-your-customer checks.

4.2 Upon successful enrolment, we will issue the Affiliate with a Referral Code and an Affiliate Link. These are personal to the Affiliate, are issued on a revocable basis, and may not be transferred, assigned, sold, shared, or sub-licensed to any third party without our prior written consent.

5.1 Attribution of Referrals to the Affiliate is effected by two mechanisms:

(a) entry of the Referral Code by a prospective Customer at the point of checkout; and

(b) the setting of a browser cookie upon a prospective Customer's click of the Affiliate Link, which remains effective for the duration of the Cookie Window.

5.2 Where both mechanisms apply, attribution will be determined in accordance with the default rules of the Referral Platform, which may operate on a "last-click" or equivalent basis.

5.3 The Affiliate acknowledges and agrees that:

(a) attribution is dependent upon technical systems operated by us, the Referral Platform, and third parties, and upon the browsing environment and behaviour of prospective Customers;

(b) attribution may fail, in whole or in part, as a result of factors beyond our control, including without limitation the use by prospective Customers of advertising blockers, privacy-enhancing browsers, tracker-blocking browser extensions, virtual private networks, incognito or private browsing modes, cookie deletion, cross-device journeys, or failure to enter the Referral Code at checkout;

(c) it is the sole responsibility of the Affiliate to ensure that prospective Customers enter the Referral Code or click the Affiliate Link within the Cookie Window;

(d) we bear no liability for, and will not retrospectively attribute, any Referral that is not captured by our tracking systems at the time of the prospective Customer's subscription, regardless of the reason for the failure of attribution; and

(e) no Commission is payable in respect of any sale that is not recorded as a Qualifying Referral by our tracking systems, and the Affiliate expressly waives any claim in respect of unattributed sales.

6.1 A Referral becomes a Qualifying Referral only where all of the following conditions are satisfied:

(a) the Referred Customer is a new customer of Daysync who has not previously held a paid or trial subscription to the Daysync Services, and who is not associated with any existing or prior customer account;

(b) the Referred Customer subscribes to a paid plan (free trials, free tiers, and promotional-only enrolments do not qualify until and unless they convert to paid);

(c) attribution to the Affiliate is properly recorded by our tracking systems in accordance with clause 5;

(d) the Referred Customer's initial payment is successfully processed and is not subsequently refunded, reversed, charged back, or otherwise invalidated;

(e) the Referred Customer is not the Affiliate, nor any entity controlled by or under common control with the Affiliate, nor any person acting in concert with the Affiliate for the purpose of generating Commission; and

(f) the Referral has been generated in compliance with these Terms and with all applicable laws.

7.1 Subject to these Terms, we will pay the Affiliate a Commission equal to twenty per cent (20%) of the Subscription Revenue received by Daysync from each Referred Customer, for a period of twelve (12) months from the date of that Referred Customer's first paid subscription payment.

7.2 Commissions accrue only in respect of Subscription Revenue actually received and retained by Daysync. No Commission is payable in respect of taxes, refunds, chargebacks, discounts, credits, promotional adjustments, or third-party processing fees.

7.3 Commissions are denominated in Australian dollars (AUD). Any currency conversion required for payout will be carried out by the Referral Platform or its payment processor at prevailing rates, and any associated conversion costs are borne by the Affiliate.

7.4 Payouts will be processed monthly in arrears via the Referral Platform's payment mechanism, provided that the Affiliate's accrued and payable Commission balance equals or exceeds AUD $50.00 at the time of processing. Balances below the threshold will be carried forward to subsequent payout cycles.

7.5 We may delay or withhold a payout where we consider it reasonably necessary to verify the integrity of Referrals, to investigate suspected breaches of these Terms, to comply with legal obligations, or to await the expiry of refund or chargeback windows applicable to the underlying Subscription Revenue.

8.1 Where a payment attributable to a Referred Customer is refunded, reversed, charged back, or otherwise returned to the Referred Customer, the corresponding Commission shall be immediately reversed and deducted from the Affiliate's accrued balance.

8.2 Where the reversal occurs after the Commission has been paid to the Affiliate, the reversed amount shall be deducted from future Commissions payable to the Affiliate or, at our election, reimbursed by the Affiliate to us within fourteen (14) days of written demand.

8.3 Amounts recoverable under this clause 8 constitute debts due and payable by the Affiliate to Daysync and may be recovered as such.

9.1 The Affiliate must:

(a) at all times comply with these Terms, all applicable laws (including, without limitation, consumer protection, anti-spam, data protection, and intellectual property laws), and all written policies and guidelines issued by us in connection with the Program;

(b) only promote the Daysync Services in a manner that is honest, accurate, not misleading or deceptive, and consistent with the positioning and representations made by Daysync on its official channels;

(c) clearly and conspicuously disclose the Affiliate's participation in the Program where required by law, including but not limited to disclosures required under the Australian Consumer Law, the United States Federal Trade Commission endorsement guides, and equivalent legislation in other jurisdictions;

(d) maintain the security of the Affiliate Account, the Referral Code, and the Affiliate Link, and promptly notify us of any suspected unauthorised use; and

(e) cooperate with us, the Referral Platform, and the relevant payment processor in respect of any reasonable request relating to the Program, including identity verification, tax documentation, and anti-fraud investigations.

10.1 The Affiliate must not, directly or indirectly, and must not authorise or procure any other person to:

(a) submit, generate, or attempt to generate self-referrals, including without limitation Referrals originating from the Affiliate, the Affiliate's own accounts, accounts of entities controlled by or associated with the Affiliate, or accounts of persons with whom the Affiliate has agreed, arranged, or incentivised participation for the purpose of generating Commissions;

(b) engage in incentivised sign-ups, rebate schemes, cashback offers, or other arrangements whereby the Affiliate shares, passes through, or offsets the Commission with or for the benefit of the Referred Customer, except where expressly authorised in writing by us;

(c) send unsolicited electronic communications, post unsolicited content to forums, comment sections, social media groups, chat platforms, or similar venues, or otherwise engage in any conduct constituting "spam" under applicable law, including without limitation the Spam Act 2003 (Cth);

(d) bid on, purchase, or otherwise acquire paid search placements, social media advertising placements, or similar media targeting the terms "Daysync", "Daysync.com", "Daysync tour management", any misspellings, translations, or close variants thereof, or any registered or unregistered trademark of Daysync;

(e) register, use, or control any domain name, sub-domain, social media handle, email address, or other identifier that incorporates the Daysync name or trademarks, or that is confusingly similar thereto;

(f) represent or imply that the Affiliate is an employee, agent, partner, reseller, distributor, or official representative of Daysync, or that Daysync has endorsed, sponsored, or approved the Affiliate's business, website, or content beyond participation in the Program;

(g) make any representation, warranty, or guarantee concerning the Daysync Services that is not expressly authorised by Daysync in its official marketing materials, including without limitation representations concerning features, performance, pricing, availability, or roadmap;

(h) engage in any form of cookie stuffing, typo-squatting, click fraud, forced-click mechanisms, iframe injection, adware, browser hijacking, or any other technical mechanism designed to generate, manipulate, or misattribute Referrals;

(i) combine, stack, or layer the Referral Code or Affiliate Link with any third-party promotional code, discount, or incentive in a manner not contemplated or authorised by us; or

(j) engage in any other conduct that, in our reasonable opinion, is contrary to the spirit of the Program, brings the Program or Daysync into disrepute, or is otherwise inconsistent with the Affiliate's obligations of good faith under these Terms.

11.1 We operate the Program on the basis of good faith, genuine word-of-mouth promotion by Affiliates to their networks. We actively monitor Referrals and Commission activity for patterns inconsistent with that intent.

11.2 Without limiting clause 10, we consider the following to be indicative of prohibited conduct ("Suspicious Activity"):

(a) high volumes of Referrals from unrelated or geographically inconsistent sources within short time periods;

(b) Referrals that convert and cancel, or that generate refunds or chargebacks, at rates materially inconsistent with ordinary customer behaviour;

(c) patterns of account creation and payment that suggest the use of automation, bots, synthetic identities, or disposable payment instruments;

(d) correlations between Affiliate activity and Referred Customer activity suggestive of coordination, collusion, or single-party control;

(e) use of the Referral Code or Affiliate Link in conjunction with any scheme, arrangement, or technique — whether technical, commercial, or social — designed or tending to artificially inflate Commissions, exploit edge cases in the tracking or payout systems, or otherwise extract Commissions in a manner inconsistent with the genuine promotion of the Daysync Services (collectively, "Fee Farming"); and

(f) any other activity that, in our reasonable opinion, indicates foul play, bad faith, or an intent to game or abuse the Program.

11.3 Where we identify, or reasonably suspect, Suspicious Activity or Fee Farming, we may, at our sole and absolute discretion and without prior notice to the Affiliate:

(a) withhold or indefinitely delay payment of any affected Commission pending investigation;

(b) reverse any Commission already credited or paid in respect of the affected Referrals;

(c) permanently forfeit any Commission that we reasonably determine to be attributable to Suspicious Activity or Fee Farming, whether or not the underlying Subscription Revenue has been received by Daysync;

(d) suspend or terminate the Affiliate's participation in the Program in accordance with clause 12; and

(e) take any further action we consider necessary or appropriate, including referring the matter to law enforcement authorities or commencing civil proceedings for recovery of amounts paid.

11.4 Our determination as to whether particular activity constitutes Suspicious Activity or Fee Farming is final and binding on the Affiliate, subject only to the Affiliate's right to make written representations to us within fourteen (14) days of being notified of the determination. Any Commission forfeited under this clause 11 is forfeited absolutely and is not recoverable by the Affiliate under any cause of action.

12.1 The Affiliate may terminate their participation in the Program at any time and without cause by either:

(a) opting out through the self-service mechanism available within the Affiliate Account on the Referral Platform; or

(b) contacting us in writing at [email protected] and requesting removal from the Program.

12.2 Termination by the Affiliate takes effect upon the earlier of: (i) confirmation by the Referral Platform that opt-out has been processed; or (ii) our acknowledgement of a written request under clause 12.1(b). We will endeavour to process written requests within five (5) business days of receipt.

12.3 We may, at our sole and absolute discretion, at any time, with or without cause, and with or without prior notice to the Affiliate:

(a) suspend the Affiliate's access to the Program, the Affiliate Account, the Referral Code, and/or the Affiliate Link;

(b) terminate the Affiliate's participation in the Program;

(c) disable, revoke, or reissue the Referral Code and/or Affiliate Link;

(d) withhold, reduce, reverse, or permanently forfeit any Commission accrued, credited, or otherwise payable to the Affiliate where we reasonably believe that such Commission is associated with Suspicious Activity, Fee Farming, a breach of these Terms, or any other conduct inconsistent with the integrity of the Program; and

(e) remove, retract, or require the removal of any content, campaign, listing, or representation published by the Affiliate in connection with the Program.

12.4 The rights set out in clause 12.3 are cumulative and in addition to any other rights or remedies available to us at law or in equity. Exercise of any such right does not constitute a waiver of any other right, nor does it give rise to any obligation to compensate the Affiliate.

12.5 Upon termination of Affiliate participation for any reason:

(a) the Affiliate must immediately cease all use of the Referral Code, the Affiliate Link, the Daysync name and trademarks, and all Program-related materials;

(b) any Commissions validly accrued and not forfeited under clause 11 or 12.3(d), and which have survived all applicable refund and chargeback windows, will be paid out in the ordinary payout cycle following termination, subject to the minimum payout threshold in clause 7.4; and

(c) the Affiliate shall have no entitlement to Commission in respect of any subscription payments made by Referred Customers after the date of termination.

12.6 Notwithstanding termination of Affiliate participation or any request by the Affiliate for removal from the Program or deletion of their information, Daysync will retain all records relating to Commissions earned, payouts made, and Affiliate Account activity to the extent required by:

(a) applicable taxation laws, including the Income Tax Assessment Act 1997 (Cth), the A New Tax System (Goods and Services Tax) Act 1999 (Cth), and equivalent legislation in other jurisdictions;

(b) applicable financial reporting and record-keeping obligations; and

(c) any other legal or regulatory obligation to which Daysync is subject.

Such records will be retained for the minimum period required by law and handled in accordance with our privacy policy. The Affiliate's request for removal from the Program does not constitute a right to erasure of records required to be kept by law.

12.7 Clauses 8, 10, 11, 12, 13, 14, 15, 16, 17, 18, and 19 survive termination of these Terms or the Affiliate's participation in the Program.

13.1 All intellectual property rights in the Daysync Services, the Daysync brand, the Program, and all related materials are and remain the exclusive property of Daysync and its licensors.

13.2 Subject to the Affiliate's compliance with these Terms, Daysync grants to the Affiliate a limited, revocable, non-exclusive, non-transferable, royalty-free licence during the term of the Affiliate's participation in the Program to use the Daysync name, logo, and approved brand assets solely for the purpose of promoting the Daysync Services in a manner consistent with these Terms and any brand guidelines issued by us.

13.3 The licence granted in clause 13.2 may be revoked by us at any time, in whole or in part, by written notice to the Affiliate. Upon revocation or termination of Affiliate participation, the Affiliate must immediately cease all use of the licensed materials.

13.4 The Affiliate must not acquire, register, or attempt to register any trademark, domain name, social media handle, or other identifier that consists of, incorporates, or is confusingly similar to, any Daysync trademark.

14.1 The Affiliate acknowledges that, in the course of participating in the Program, the Affiliate may receive or have access to information that is confidential or proprietary to Daysync, including without limitation information relating to Commission rates, Program mechanics, Customer data, product roadmaps, financial information, and internal business operations ("Confidential Information").

14.2 The Affiliate must not disclose Confidential Information to any third party, nor use Confidential Information for any purpose other than participation in the Program, except where required by law, in which case the Affiliate must, to the extent legally permitted, give Daysync prior written notice.

14.3 This clause 14 survives termination of these Terms.

15.1 The parties acknowledge that participation in the Program involves the processing of personal information, including personal information relating to prospective and actual Referred Customers.

15.2 Each party shall comply with all applicable data protection laws in relation to the processing of personal information in connection with the Program, including without limitation the Privacy Act 1988 (Cth), and, where applicable, the United Kingdom General Data Protection Regulation, the European Union General Data Protection Regulation, and equivalent laws in other jurisdictions.

15.3 The Affiliate must not collect, store, process, or disclose personal information of prospective or actual Referred Customers other than as strictly necessary for the Affiliate's participation in the Program, and must at all times handle such information in accordance with applicable law and with the Daysync privacy policy as published at daysync.com.

16.1 The Affiliate is solely responsible for determining, reporting, and paying all taxes, duties, levies, and similar charges imposed on the Affiliate in respect of Commissions received under the Program.

16.2 Commissions are expressed exclusive of goods and services tax (GST), value added tax (VAT), and any equivalent indirect taxes. Where the Affiliate is registered for GST in Australia and provides us with a valid tax invoice, we shall pay GST in addition to the Commission in accordance with applicable law.

16.3 The Affiliate must provide us or the Referral Platform with all tax documentation reasonably required to comply with tax withholding and reporting obligations in any relevant jurisdiction.

17.1 The Affiliate warrants and represents that:

(a) the Affiliate has full legal capacity and authority to enter into and perform these Terms;

(b) the Affiliate's participation in the Program does not and will not breach any other agreement or obligation to which the Affiliate is subject;

(c) all information provided by the Affiliate to us or the Referral Platform is true, accurate, complete, and not misleading; and

(d) the Affiliate will comply with all applicable laws in connection with participation in the Program.

17.2 Except as expressly set out in these Terms, and to the maximum extent permitted by law, the Program is offered on an "as is" and "as available" basis and Daysync makes no representations or warranties of any kind, express or implied, in connection with the Program, including without limitation warranties of merchantability, fitness for a particular purpose, availability, uninterrupted operation, accuracy of tracking, or achievement of any particular financial outcome.

17.3 Nothing in these Terms excludes, restricts, or modifies any right or remedy of the Affiliate under the Australian Consumer Law or other applicable law that cannot be lawfully excluded, restricted, or modified by agreement.

18.1 To the maximum extent permitted by law:

(a) Daysync's total aggregate liability to the Affiliate under or in connection with these Terms or the Program, whether arising in contract, tort (including negligence), under statute, or otherwise, in any twelve (12) month period, is limited to the total Commissions paid to the Affiliate by Daysync in that period;

(b) Daysync is not liable to the Affiliate for any indirect, consequential, special, incidental, or punitive loss or damage, including without limitation loss of profits, loss of opportunity, loss of Commissions resulting from failed or absent attribution, loss of goodwill, or loss of business, howsoever arising; and

(c) Daysync is not liable for any failure or delay in performance of its obligations under these Terms to the extent caused by events outside its reasonable control, including without limitation failures of third-party platforms, internet infrastructure, or payment processors.

19.1 The Affiliate indemnifies and holds harmless Daysync and its officers, employees, contractors, and related bodies corporate against all loss, damage, liability, cost, and expense (including reasonable legal fees on a solicitor-client basis) suffered or incurred by any of them arising out of or in connection with:

(a) any breach by the Affiliate of these Terms;

(b) any Suspicious Activity, Fee Farming, or other fraudulent or unlawful conduct by the Affiliate;

(c) any claim by a third party arising from the Affiliate's promotion, representation, or conduct in relation to the Daysync Services; and

(d) any breach by the Affiliate of applicable law in connection with the Program.

20.1 We may amend these Terms or the operation of the Program at any time. Material amendments to Commission rates, the Cookie Window, or payout mechanics will take effect no earlier than thirty (30) days after we notify Affiliates, whether by email, through the Affiliate Account, or by publication of the updated Terms at daysync.com.

20.2 Commission entitlements in respect of Qualifying Referrals generated prior to the effective date of an amendment will continue to be calculated in accordance with the Terms in force at the time the relevant Referral was generated, for the balance of the applicable 12-month Commission duration.

20.3 Continued participation in the Program following notification of an amendment constitutes acceptance of the amended Terms. If the Affiliate does not accept an amendment, the Affiliate's sole remedy is to terminate participation in the Program in accordance with clause 12.

21.1 The Affiliate is an independent contractor. Nothing in these Terms creates any partnership, joint venture, agency, employment, or fiduciary relationship between the parties.

21.2 The Affiliate has no authority to, and must not purport to, bind Daysync, incur any obligation on Daysync's behalf, or make any representation, warranty, or commitment on behalf of Daysync.

22.1 Assignment. The Affiliate must not assign, novate, or otherwise transfer any of its rights or obligations under these Terms without our prior written consent. We may assign or novate these Terms at any time upon notice to the Affiliate.

22.2 Notices. Notices under these Terms must be in writing and may be given by email to the email address on record for the relevant party. Notices to Daysync should be sent to [email protected].

22.3 Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, that provision shall be severed and the remainder of these Terms shall remain in full force and effect.

22.4 Waiver. No failure or delay by us in exercising any right or remedy under these Terms operates as a waiver of that right or remedy.

22.5 Entire agreement. These Terms, together with any documents expressly incorporated by reference, constitute the entire agreement between the parties in respect of the Program.

22.6 Force majeure. Daysync shall not be in breach of these Terms, nor liable for any delay or failure to perform, to the extent such delay or failure is caused by circumstances beyond its reasonable control.

22.7 Counterparts and electronic acceptance. Acceptance of these Terms by electronic means, including by ticking a consent box or otherwise signifying agreement at enrolment, has the same legal effect as acceptance by signature.

23.1 These Terms are governed by and construed in accordance with the laws of Western Australia, Australia.

23.2 Each party irrevocably submits to the exclusive jurisdiction of the courts of Western Australia and the courts of appeal therefrom in respect of any dispute arising out of or in connection with these Terms or the Program.

Daysync Pty Ltd ABN 16 677 972 333 Office 2, Level 4, 172 St Georges Terrace, Perth WA 6000 [email protected]