The Network Software Limited — Advocate Terms & Conditions

These Advocate Terms & Conditions (these Terms, or the Advocate Terms) form an agreement between you (the Advocate, you, your) and The Network Software Limited, NZBN 9429048076104 (The Network, we, us, our), governing your access to and use of The Network's software platform and your participation in The Network's Advocate network.

The Advocate is sometimes referred to as an Affiliate. Both terms refer to the same role.

You must read these Terms carefully. You must not use the Platform unless you have read and accepted these Terms.

1. Definitions

2. Acceptance, Network participation, Program participation, and versioning

2.1 Acceptance

By creating an Advocate Account, clicking "I agree" or similar, accessing or using the Advocate Portal, accessing or using any CRM or related Platform feature, or participating in any Program, you agree to these Terms.

2.2 Joining the Advocate Network

By creating an Advocate Account, you join the Advocate Network operated by The Network.

2.3 Joining a Program

Your membership in the Advocate Network is separate from your participation in any particular Program. Once part of the Advocate Network, you may apply for, accept, join, or participate in one or more Programs through the Platform.

You must accept the applicable Program Terms (including any Coaching Eligibility requirements) for each Program you wish to join. The relevant Organisation may approve or refuse your participation in its Program at its discretion.

2.4 The Network is your sole counterparty

You acknowledge and agree that, in respect of your activity under these Terms and any Program:

• (a) The Network is the only party with which you have a contractual or financial relationship;
• (b) The Network is the sole payer of any Commission earned by you;
• (c) you do not have any direct contractual, employment, agency, or financial relationship with any Organisation by reason of your participation in a Program;
• (d) any Organisation-set Program Terms apply to you because The Network has agreed with the Organisation that they will, not because you have a direct agreement with the Organisation.

2.5 Responsibility for Platform use

You are solely responsible for use of the Platform through your Advocate Account, including any CRM, contact management, lead tracking, workflow, communication, or related functionality. This includes responsibility for:

• the lawfulness, accuracy, completeness, and appropriateness of any data, content, records, notes, communications, CRM Data, or materials you create, upload, collect, store, send, manage, or use through the Platform;
• ensuring you have all necessary rights, notices, permissions, consents, and legal grounds (where required by applicable law) to collect, upload, store, use, disclose, or communicate any personal information or other data through the Platform;
• complying with all applicable privacy, data protection, direct marketing, anti-spam, consumer, and other laws relevant to your use of the Platform and any data or communications handled through it;
• access or use of your Advocate Account by any third party, whether authorised by you or not.

2.6 No legal or compliance approval

The availability of any feature, workflow, automation, CRM tool, communication tool, template, reporting tool, compliance setting, or data field within the Platform does not constitute legal, tax, privacy (including the Privacy Act 2020), regulatory, marketing, or commercial approval of your use of that feature or of any activity carried out by you through the Platform.

2.7 Organisation is the seller, not The Network

You acknowledge that, in respect of any product or service promoted through the Platform:

• (a) the Organisation is the seller, supplier, and merchant of record;
• (b) any purchase by a Customer is a transaction directly between the Customer and the Organisation;
• (c) The Network is not the seller, supplier, merchant of record, agent, distributor, or reseller in respect of any such product or service;
• (d) The Network does not control product or service quality, pricing, refunds, delivery, customer service, warranties, or any other aspect of the Customer relationship;
• (e) any dispute about product quality, delivery, refunds, warranties, or customer service must be resolved directly with the relevant Organisation, in accordance with applicable laws.

2.8 Version records

The Platform may store records of your acceptance of these Terms and any applicable Program Terms, including the version accepted and the date and time of acceptance.

2.9 Order of precedence

To the extent of any conflict between these Terms and a Program's Program Terms, these Terms apply, unless otherwise expressly agreed by The Network in writing.

3. Independent contractor relationship and authority

3.1 Independent contractor

You participate in the Advocate Network as an independent contractor of The Network. Nothing in these Terms creates any partnership, employment relationship, agency, joint venture, fiduciary relationship, or other relationship of representation between you and The Network, or between you and any Organisation.

3.2 Business use only

You acknowledge and agree that you access and use the Platform, participate in the Advocate Network, and participate in any Program in trade and for the purposes of a business, and not as a consumer.

3.3 Your business, your risk

Your participation is undertaken solely in your own capacity. You are responsible for your own business decisions, promotional activities, marketing methods, customer interactions, compliance obligations, tax obligations, costs, expenses, and use of the Platform.

3.4 No authority

You do not have authority to act for, represent, make statements on behalf of, create obligations for, or bind The Network or any Organisation, unless expressly authorised in writing outside the Platform.

3.5 No employment by Network or Organisation

Your participation in the Advocate Network does not make you an employee, contractor, agent, reseller, franchisee, partner, or representative of any Organisation by reason of your use of the Platform, participation in a Program, promotion of products or services, or use of referral links or codes. You are an independent contractor of The Network for the limited purposes of these Terms.

3.6 You must not misrepresent

You must not represent or imply that:

• you are employed by, engaged by, or formally authorised to act on behalf of The Network or any Organisation;
• you have authority to negotiate, contract, make promises, give warranties, offer refunds, settle disputes, or otherwise bind The Network or any Organisation;
• The Network is the provider, seller, merchant of record, or owner of any product or service promoted by an Organisation through the Platform.

3.7 Network's role

You acknowledge and agree that:

• The Network operates and controls the Platform and the Advocate Network;
• The Network has been appointed by each Organisation as the Organisation's licensed affiliate, and you operate as a sub-affiliate or promoter within The Network's Advocate Network;
• Organisations make Programs available through the Platform but do not own the Advocate Network, your Advocate Account, or your general participation in the Network;
• Your participation in one Program does not prevent you from participating in other Programs, except to the extent restricted by applicable and lawful Program Terms or Platform rules;
• where you invite, refer, or recruit another person to join the Advocate Network, that person joins as an independent Advocate of The Network and not as your employee, agent, downline, asset, or property.

3.8 Good faith

You must act in good faith in all dealings relating to the Platform, The Network, any Organisation, any Program, and any other Advocate.

4. Your account, security, and account transfers

4.1 Accurate information

You must provide accurate, complete, and up-to-date information when creating and maintaining your Advocate Account, including contact details, payout or bank account details, tax information, identity information, and any other information reasonably requested.

4.2 Security

You are responsible for maintaining the confidentiality and security of your login credentials and for all activity carried out through your Advocate Account.

4.3 Incident notification

You must promptly notify The Network if you believe your Advocate Account has been compromised or if there has been any suspected unauthorised access, misuse, fraud, data breach, security incident, or other issue affecting your Advocate Account or any data held through it.

4.4 Your responsibility for your data

You are solely responsible for the lawfulness, accuracy, completeness, and appropriateness of any data, content, notes, communications, records, materials, or CRM Data you create, upload, collect, store, manage, send, or use through your Advocate Account, and for ensuring that any personal information has been obtained, stored, used, disclosed, and handled lawfully.

4.5 Account transfers

Advocate Accounts may be sold or transferred only with the prior written approval of The Network, which may be subject to conditions and fees.

5. Tracking links, referral codes, coupon codes, and attribution tools

5.1 Tools provided

The Platform may provide you with Tracking Links, Referral Codes, Coupon Codes, and other attribution, referral, or promotional tools.

5.2 Use only as permitted

You must use any such tools only as provided through the Platform and only in compliance with these Terms, the applicable Program Terms, and any instructions or restrictions imposed by The Network or the relevant Organisation through the Platform.

5.3 Prohibited conduct

You must not:

• modify, obscure, manipulate, interfere with, or misuse any Tracking Link, Referral Code, Coupon Code, attribution parameter, or related tracking mechanism, except where the Platform expressly permits it;
• use forced-click mechanisms, cookie stuffing, deceptive redirects, bots, automated scripts, scraped or guessed codes, brute force methods, or other misleading, artificial, or manipulative methods to generate attribution or commissions;
• use attribution tools in any manner that is unlawful, deceptive, misleading, unfair, or inconsistent with these Terms, the applicable Program Terms, or the intended operation of the Platform.

5.4 No guarantee of tracking

Tracking, attribution, and commission eligibility may depend on third-party systems, payment event data, customer behaviour, browser settings, privacy controls, ad blockers, code usage, Program settings, attribution rules, and other technical or operational factors. The Network does not guarantee that every click, referral, code use, transaction, customer interaction, or other event will be tracked, attributed, or treated as commission-eligible.

5.5 Network's right to suspend or replace tools

The Network may suspend, restrict, modify, cancel, invalidate, or replace any Tracking Link, Referral Code, Coupon Code, attribution record, or related tool where it reasonably considers this necessary for security, fraud prevention, compliance, technical integrity, operational reasons, correction of errors, enforcement of these Terms or Program Terms, or protection of the Platform, the Advocate Network, any Organisation, any Advocate, or any Customer.

6. Attribution policy, coupon priority, tie-breakers, and audit logging

6.1 Default Attribution Window

Unless the applicable Program Terms specify otherwise, the default Attribution Window is 30 days.

6.2 Default Attribution Mode

Unless the applicable Program Terms specify otherwise, the default Attribution Mode is coupon-priority.

6.3 Coupon-priority

For Programs using coupon-priority attribution, if an eligible Referral Code or Coupon Code assigned to an Advocate is used for a Conversion Event, attribution will be assigned to that Advocate regardless of click history, subject to these Terms, the applicable Program Terms, fraud controls, compliance checks, and any correction permitted under these Terms.

6.4 Multiple codes

If multiple eligible Referral Codes or Coupon Codes are used or associated with the same Conversion Event, the last-applied eligible code recorded by the relevant checkout, transaction, or payment system prevails unless the applicable Program Terms expressly provide otherwise.

6.5 Multiple clicks

If multiple Qualifying Clicks compete for attribution in a non-coupon-priority context, the Platform may apply the applicable Attribution Mode and, where necessary, deterministic tie-breakers including timestamps, event order, unique event identifiers, and other reasonable system logic used to maintain consistency and integrity.

6.6 Manual overrides

The Network and, where applicable, an Organisation acting through the Platform, may manually override, correct, or adjust attribution only where reasonably necessary for:

• suspected or confirmed fraud;
• duplicate transaction or duplicate claim correction;
• documented customer support correction;
• system error, data discrepancy, or technical failure;
• compliance, legal, or operational reasons reasonably requiring correction.

6.7 Effect of overrides

Manual overrides may affect commission eligibility, commission amount, Ledger treatment, reporting, payout timing, or related records where reasonably necessary to reflect the correct outcome.

6.8 Audit logs

Manual overrides, corrections, and attribution adjustments must be recorded in Platform audit logs, including (where reasonably available) the reason, actor, time, and affected records.

6.9 No guarantee

The Network does not guarantee that attribution will always be error-free, complete, or uninterrupted, and may correct any attribution record, commission treatment, or related Ledger entry where reasonably necessary to reflect the correct outcome.

7. Sales Commission

7.1 Definition

Sales Commission is a commission paid by The Network to an Advocate for a successful Attributable Sale, calculated under the applicable Program Terms.

7.2 Eligibility

You are eligible to earn Sales Commission in a Program if:

• (a) you have been approved by the Organisation to participate in that Program (or approval has been delegated to The Network and granted);
• (b) the Conversion Event is successfully attributed to you under clauses 5 and 6;
• (c) the Conversion Event satisfies the applicable Program Terms;
• (d) you remain in good standing under these Terms and the applicable Program Terms;
• (e) the Hold Period has expired and any Reserve has been released;
• (f) no reversal, dispute, fraud, or compliance event has occurred that disqualifies the Conversion Event.

7.3 Calculation

Sales Commission is calculated automatically by the Platform based on the applicable Program Terms, attribution data, payment event data, and other relevant inputs. Calculation methods may include percentage of transaction value, fixed amount per Conversion Event, tiered rates, milestone bonuses, or any other structure specified in the Program Terms.

7.4 Commission lifecycle

Sales Commission may pass through one or more stages on the Platform, including:

• Pending — the Commission has been recorded but is not yet payable;
• Held — the Commission remains subject to the applicable Hold Period and is not payable;
• Posted or Payable — the Hold Period has expired and the Commission is treated as payable, subject to Reserves, deductions, reversals, disputes, compliance checks, and these Terms.

7.5 One-off, recurring, and lifetime Sales Commission

A Program may offer one-off, recurring, or lifetime Sales Commission, or a combination, as specified in the applicable Program Terms.

Unless the applicable Program Terms expressly provide for recurring or lifetime Sales Commission, Sales Commission is earned only in respect of the specific Conversion Event to which it relates and does not create any continuing entitlement.

Where recurring or lifetime Sales Commission is offered, those arrangements are governed by the applicable Program Terms in effect at the time the relevant arrangement was established, subject to these Terms and any lawful correction, reversal, or compliance action permitted under them.

7.6 No guaranteed earnings

Participation in any Program does not guarantee that you will earn Sales Commission or any particular level of earnings. Sales Commission depends on successful attribution of eligible Conversion Events, the applicable Program Terms, the continued operation of the relevant Program, the continued payment by the Organisation to The Network of amounts funding the Commission Pool, and any fraud, compliance, reversal, or other condition affecting the Program.

7.7 Calculation errors

Sales Commission calculations are performed automatically by the Platform and may contain errors, delays, or inaccuracies in tracking, attribution, reporting, or commission calculations.

To the maximum extent permitted by law, The Network does not guarantee the accuracy or completeness of commission calculations and is not liable for any error, omission, delay, or discrepancy except to the extent required by applicable law.

The Network may correct any error or inaccuracy in the Ledger, including by adjusting, reversing, recalculating, withholding, reclassifying, or otherwise correcting Commissions or related records where reasonably necessary.

8. Coaching Commission

8.1 What Coaching Commission is, and is not

Coaching Commission is a service-based commission paid by The Network to an eligible Advocate for the performance of Coaching Activity in a Program.

Coaching Commission is payment for services actually rendered. It is not a recruitment commission, an introduction fee, an override on downline activity, a passive income stream, or a reward for the mere existence of a downline. The Coaching Activity that earns Coaching Commission must be genuine, verifiable, and primarily for the benefit of Customers, other Advocates, or the Program.

8.2 Eligibility

You are eligible to earn Coaching Commission in a Program if, and only if, you satisfy and continue to satisfy the Coaching Eligibility requirements for that Program throughout the relevant qualifying period.

If at any time you do not satisfy the Coaching Eligibility for a Program, you immediately cease to earn Coaching Commission in that Program for any period in which you are not eligible. Coaching Commission already paid in respect of earlier qualifying periods is not retroactively forfeited, but pending or future Coaching Commission for periods of ineligibility is forfeited.

8.3 Coaching Eligibility set per Program

Coaching Eligibility is set per Program. Different Programs may require different combinations of Coaching Activity, performance thresholds, training, content delivery, or other requirements.

8.4 Where Coaching Eligibility appears

Coaching Eligibility for each Program is set out in that Program's Program Summary Box and Program Terms, and may be updated by The Network and the Organisation from time to time. Changes apply prospectively only.

8.5 Coaching Guardrails

All Coaching Eligibility must, at a minimum, comply with the following Coaching Guardrails:

• (a) Genuine services. Coaching Activity must consist of services that have value to Customers, other Advocates, or the Program — for example, training calls, mentorship sessions, content creation, support delivery, performance review, or platform-based education. Trivial or token activity is not Coaching Activity.
• (b) Verifiable. Coaching Activity must be capable of being verified through the Platform, through Organisation records, or through reasonable evidence. The Network may require evidence at any time.
• (c) Not satisfied by recruitment alone. Coaching Eligibility must not be capable of being satisfied solely by recruiting, inviting, or referring other Advocates. Recruitment alone never qualifies an Advocate for Coaching Commission.
• (d) Sales Commission dominant. In each Program, Coaching Eligibility must be structured so that, across the Advocate Network as a whole and across reasonable individual Advocate scenarios, Sales Commission is the economically dominant source of Commission. Coaching Commission must not be capable of becoming the primary or dominant economic reward in a Program.
• (e) Ongoing eligibility. Coaching Eligibility must require ongoing satisfaction of the requirements. Eligibility cannot be permanently vested or grandfathered.
• (f) No pay-to-qualify. No Coaching Eligibility requirement may require an Advocate to pay any amount to qualify for, maintain, or remain eligible for Coaching Commission.
• (g) Per-Customer relationship. Coaching Commission may only relate to a Customer or transaction that has a real and substantive connection to the Advocate's Coaching Activity. Coaching Commission must not be paid in respect of Customers or transactions with which the Advocate has no relevant Coaching Activity connection.

8.6 Network's right to set, modify, or refuse Coaching Eligibility

The Network has sole discretion to:

• (a) set, modify, or require modification of Coaching Eligibility for any Program;
• (b) refuse to enable Coaching Commission for any Program whose Coaching Eligibility does not satisfy the Coaching Guardrails;
• (c) suspend or terminate Coaching Commission in any Program where the actual operation of the Coaching scheme appears, in The Network's reasonable opinion, to drift outside the Coaching Guardrails — including where Coaching Commission becomes economically dominant or where recruitment in fact (regardless of formal requirements) drives Coaching Commission outcomes;
• (d) audit any Advocate's Coaching Activity and require evidence of compliance;
• (e) intervene where regulatory, legal, reputational, or compliance risk arises from Coaching Commission as actually operated.

8.7 Calculation and lifecycle

Coaching Commission is calculated automatically by the Platform in accordance with the applicable Program Terms, the Advocate's Coaching Activity records, attribution data, payment event data, and other relevant inputs.

Coaching Commission passes through the same Pending → Held → Posted/Payable lifecycle as Sales Commission, and is subject to the same Hold Period, Reserve, dispute, reversal, fraud, and compliance machinery.

8.8 No guarantee

Participation in any Program does not guarantee that you will earn Coaching Commission. Coaching Commission depends on:

• (a) the existence of a Coaching Commission element in the applicable Program;
• (b) your continuing satisfaction of the Coaching Eligibility for that Program;
• (c) the performance, evidence, and audit of your Coaching Activity;
• (d) the existence of a Commission Pool sufficient to fund Coaching Commission for the period;
• (e) all other conditions in these Terms.

8.9 Coaching Commission is a Network mechanism

You acknowledge and agree that:

• (a) Coaching Commission is a mechanism operated by The Network as part of its Advocate scheme;
• (b) no Organisation owes you any obligation to pay Coaching Commission;
• (c) Coaching Commission is funded by The Network from the Commission Pool, and The Network determines how the Commission Pool is allocated between Sales Commission, Coaching Commission, and The Network's retained margin;
• (d) The Network may modify the design, eligibility, calculation, and operation of Coaching Commission across the Advocate Network or for any Program in accordance with clause 25.

9. Commission Pool, Network as payer, and no Organisation liability

9.1 Commission Pool

For each Attributable Sale, the relevant Organisation pays The Network a single consolidated commission, which forms the Commission Pool for that sale. The Network allocates the Commission Pool between:

• (a) Sales Commission payable to the relevant Advocate;
• (b) Coaching Commission payable to eligible Advocates (if any) in respect of the Program;
• (c) The Network's own retained margin.

9.2 Network is sole payer

The Network is the sole payer of any Commission. No Organisation has any payment obligation to you in respect of any Commission, and you have no claim against any Organisation for any Commission, payout, dispute, or related amount.

9.3 Network's allocation

The Network determines, in its sole discretion, the allocation of the Commission Pool between Sales Commission, Coaching Commission, and its retained margin. The Network may set different allocations for different Programs and may modify allocations from time to time. Material changes apply prospectively in accordance with clause 25.

9.4 No reliance on Organisation

You must not rely on any Organisation for payment of Commission. Your entitlement to Commission depends on:

• (a) the relevant Organisation paying The Network the consolidated commission funding the Commission Pool; and
• (b) The Network distributing the Commission Pool to you in accordance with these Terms.

9.5 Funding risk

If an Organisation fails to pay The Network amounts that would have funded the Commission Pool for a relevant period (whether due to insolvency, dispute, suspension, refund clawback, or otherwise), The Network is not obliged to pay Commission for that period, and may suspend, delay, withhold, reduce, cancel, or reverse Commissions related to the unfunded period.

The Network may, but is not required to, advance Commission to you in anticipation of Organisation funding. Any such advance does not create an obligation for The Network to do so again or to continue doing so.

10. Refunds, chargebacks, reversals, clawbacks, and negative balances

10.1 Reversal events

If a Conversion Event is refunded, cancelled, charged back, disputed, found to be fraudulent, duplicated, invalid, reversed, or otherwise ceases to qualify under the applicable Program Terms or these Terms, the related Commission or any related Ledger entry may be adjusted, reversed, withheld, reduced, cancelled, or otherwise corrected.

10.2 Post-payout reversals

Reversals, adjustments, deductions, clawbacks, or related recovery actions may occur before or after payout and may be recorded, processed, or recovered through the Platform, including after amounts have been shown as payable or have already been paid out.

10.3 Negative balances

Reversals, adjustments, deductions, fees, clawbacks, or other recovery amounts may create a negative balance in your Ledger.

10.4 Carry-forward and offset

Negative balances may be carried forward and automatically offset against future Commissions, payouts, or other amounts otherwise payable to you through the Platform.

10.5 Invoicing and recovery

The Network may invoice you for any negative balance or recovery amount. You must pay the invoiced amount within 14 days of the invoice date, or within any other period stated on the invoice, unless prohibited by applicable law.

10.6 No cap

Subject to applicable law, there is no cap on reversals, clawbacks, negative balances, offsets, or recovery amounts arising under this clause.

10.7 Ledger and record updates

The Network may update the Ledger, payout records, Program records, and related reporting to reflect any reversal, adjustment, deduction, clawback, negative balance, offset, or recovery action reasonably required under these Terms, the applicable Program Terms, or the intended operation of the Platform.

10.8 No liability for reversal events

To the maximum extent permitted by law, The Network is not responsible or liable for any reduction, reversal, recovery, non-payment, offset, or negative balance arising from a refund, cancellation, chargeback, dispute, fraud event, invalid transaction, or other reversal event affecting the underlying customer transaction or the related Commission.

11. Disputes, evidence, and decisions

11.1 Dispute window

You must submit any dispute relating to attribution, commissions, reversals, deductions, negative balances, payout status, payout amount, Coaching Eligibility, or related Ledger treatment within 30 days after the relevant entry, status, record, or outcome first appears in the Advocate Portal or is otherwise made available to you through the Platform.

11.2 Required information and evidence

When submitting a dispute, you must provide all information and supporting material reasonably available to you, including (where applicable) click IDs, referral identifiers, code details, tracking information, timestamps, screenshots, communications, account history, order references, payment references, transaction details, Coaching Activity evidence, payout details, and any other evidence reasonably necessary to assess the dispute.

11.3 Review

The Network and, where relevant, the applicable Organisation may review disputes using Platform records, Program Terms, audit logs, attribution data, payment event data, integration records, customer support records, fraud indicators, and any other information reasonably relevant to the disputed issue.

11.4 Audit logging

Dispute outcomes, decisions, overrides, corrections, and related actions may be reason-coded and recorded in audit logs and may result in adjustments to attribution records, Ledger entries, payout records, Program records, or related reporting where reasonably necessary.

11.5 Finality

If you do not submit a dispute within the dispute window, The Network may treat the relevant entry, status, record, or outcome as accepted, except to the extent correction is otherwise required by applicable law or The Network reasonably decides to investigate or correct the matter.

11.6 No guaranteed outcome

Submission of a dispute does not guarantee that any Commission, attribution outcome, payout, or Ledger entry will be reversed, restored, amended, or paid. The Network is not required to decide any dispute in your favour unless the available evidence reasonably supports that outcome.

12. Payouts, Trolley, FX, fees, verification, and payment risk

12.1 Payout method

Payouts are processed through Trolley or such other payout provider or method as The Network may permit or require from time to time, including where required by law, compliance, banking, operational, or Platform requirements.

12.2 Advocate payout setup and verification

You must provide accurate, complete, and up-to-date payout details, recipient details, tax information, identity information, and any other information reasonably required for payout processing, verification, compliance, fraud prevention, or banking.

You must complete any verification, KYC, onboarding, or compliance steps required by Trolley, The Network, or any other relevant payment, banking, or compliance provider before payout can be processed.

12.3 Payout currency

Where the Platform allows, you may select a payout currency from the currencies supported by the Platform and the relevant payout provider. If the Program currency differs from your payout currency, foreign exchange conversion may apply.

12.4 Foreign exchange and currency risk

Any foreign exchange conversion may be performed using rates, fees, spreads, or methods applied by Trolley or the relevant payout provider at the time of conversion. Exchange rates may fluctuate and you bear the currency risk associated with any such conversion.

12.5 Fees, deductions, and payout reductions

Trolley or any other payout provider may apply transfer fees, intermediary fees, receiving bank fees, FX conversion charges, compliance-related charges, returned transfer fees, or other deductions, restrictions, or processing conditions.

Your net payout may be reduced by:

• Platform fees;
• payout processing fees;
• FX fees or conversion impacts;
• intermediary or receiving bank fees;
• returned transfer fees;
• withholding, deduction, or compliance-related adjustments;
• any other fee, deduction, or adjustment permitted under these Terms, the applicable Program Terms, or applicable law.

12.6 Failed, delayed, returned, or restricted payouts

Payouts may fail, be delayed, suspended, rejected, returned, reduced, or subject to additional verification due to:

• incorrect, incomplete, or outdated recipient details;
• failed verification or KYC checks;
• compliance checks or legal requirements;
• banking procedures or intermediary bank action;
• payout provider outages or processing issues;
• foreign exchange issues;
• failure of the relevant Organisation to fund the Commission Pool;
• fraud-prevention measures;
• any other factor affecting payout processing.

12.7 Organisation funding risk

You acknowledge and agree that the Commission Pool is funded by the relevant Organisation paying The Network. If an Organisation fails to fund the Commission Pool, becomes insolvent, ceases operations, or otherwise fails to meet its obligations, The Network may suspend, delay, reduce, withhold, cancel, or reverse Commissions related to the affected Program or period. Your entitlement to payment is subject to The Network having received the relevant funding.

12.8 Network fees

The Network may charge Platform fees, payout processing fees, or other fees in connection with commissions, payouts, or your use of certain Platform features. Such fees may be deducted from Commissions or payouts. Where reasonably practicable, fees are disclosed in advance through the Platform, the Advocate Portal, the applicable Program Terms, or other relevant Platform materials. Fees charged by third parties (including payout providers) may vary and may not be capable of being disclosed in advance.

12.9 No guarantees

To the maximum extent permitted by law, The Network does not guarantee the timing, completion, success, availability, or uninterrupted operation of any payout, payout provider, or payment workflow.

12.10 No liability for payout issues

To the maximum extent permitted by law, The Network is not responsible or liable for any failed, delayed, reduced, withheld, returned, reversed, incomplete, or cancelled payout arising from:

• insufficient funding by an Organisation;
• incorrect, incomplete, or outdated payout instructions or recipient details;
• payout provider, banking, intermediary, or foreign exchange issues;
• compliance, verification, regulatory, tax, anti-fraud, or legal requirements;
• any act, omission, system failure, or other matter outside The Network's reasonable control.

12.11 Compliance with applicable laws

You must comply with all laws applicable to your activities, audience, location, communications, data use, and receipt of payouts, including laws relating to tax, privacy (including the Privacy Act 2020), direct marketing, anti-spam, consumer protection, electronic messaging, and financial compliance.

13. Standard payout policy, defaults, and inactivity

13.1 Default payout cadence

Unless the applicable Program Terms expressly provide otherwise, the default payout cadence is monthly payout batches processed through the Platform.

13.2 Default minimum payout threshold

Unless the applicable Program Terms expressly provide otherwise, the default minimum payout threshold is NZD 50 or the equivalent in your selected or applicable payout currency.

13.3 Program-specific payout rules

Payout timing, thresholds, conditions, Hold Periods, Reserves, deductions, fees, verification requirements, and other payout rules may vary by Program.

13.4 Conditions to payout

Even where a Commission is shown as payable, payout remains subject to:

• satisfaction of the applicable payout threshold;
• completion of any required verification, KYC, tax, compliance, fraud, or banking checks;
• accuracy of your payout details and account information;
• any deductions, fees, Reserves, reversals, offsets, or other adjustments permitted under these Terms, the applicable Program Terms, or applicable law;
• The Network having received the relevant funding from the Organisation that funds the Commission Pool.

13.5 Inactivity and account security

If your Advocate Account shows no login and no meaningful account activity for 12 months, The Network may pause, restrict, or require re-verification of your Advocate Account for security, compliance, operational, or fraud-prevention reasons.

13.6 Effect of inactivity measures

Any pause, restriction, or re-verification does not by itself forfeit any posted or otherwise recorded balance standing to your credit, but payout remains subject to these Terms, the applicable Program Terms, verification requirements, security checks, payout thresholds, applicable deductions, and any other lawful restriction or condition applying at the time of payout.

13.7 No guarantee of payout availability

The display of a balance, payout estimate, payout status, or projected payment date in the Advocate Portal does not guarantee that payout will occur on that date or in that amount.

14. Taxes, GST, VAT, withholding, and compliance

This section covers your tax responsibilities, including GST/VAT, withholding requirements, tax information obligations, and related compliance matters. You are solely responsible for determining, managing, and complying with your own tax obligations in all relevant jurisdictions.

15. Promotion rules, CRM use, communications, and content responsibility

This section covers your promotional activity, use of CRM tools, communications, content standards, and your responsibility for ensuring all content and communications comply with applicable laws and these Terms.

16. Disclosures, advertising identification, and anti-spam compliance

This section covers your disclosure obligations, advertising identification requirements, and anti-spam compliance for all marketing and promotional activities.

17. Fraud controls, investigations, artificial activity, and network integrity

This section covers The Network's fraud monitoring, investigation powers, prohibited activities including self-referrals and artificial traffic, and actions that may be taken in response to suspected fraud or manipulation.

18. Restricted jurisdictions and industries

You must not use the Platform, participate in any Program, or promote any product or service in any jurisdiction, industry, or context where such activity is unlawful, restricted, or requires licences, registrations, approvals, or disclosures that you do not hold or comply with.

19. Suspension and termination

This section covers The Network's rights to pause, suspend, restrict, or terminate your participation in a Program or your Advocate Account, and the effects of such actions on your Commissions, payouts, and access to Platform features.

20. Multi-tier participation, Coaching Commission scheme, and pyramid-scheme safeguards

This section describes The Network's Advocate scheme including multi-tier participation through Coaching Commission, anti-pyramid prohibitions, restrictions on earnings claims, and The Network's protective rights to maintain the integrity of the Advocate Network.

21. Privacy, data use, CRM Data, cross-border information sharing, and data rights

This section covers how The Network uses personal information, Organisation visibility, your responsibilities for CRM Data, hierarchy visibility, restrictions on use of Network information, cross-border transfers, retention, and data rights.

22. Customer relationship ownership and limited Advocate rights

Any Customer referred through the Platform remains the Customer of the relevant Organisation. Your participation does not give you ownership, proprietary, exclusivity, or continuing rights over any Customer or customer relationship beyond any limited Commission entitlement expressly provided.

23. Platform operations, third-party systems, and webhook reliability

The Platform relies on automated systems, third-party providers, and external integrations. The Network does not guarantee the timing, delivery, availability, completeness, or accuracy of any webhook event, payment event, integration output, or related Platform function.

24. Limitation of liability

To the maximum extent permitted by law, The Network is not liable for any indirect, incidental, special, exemplary, punitive, or consequential loss or damage. The Network's aggregate liability is limited to the lesser of NZD 100 or the total Platform fees deducted from your Commissions in the three months immediately preceding the event giving rise to the claim.

25. Changes to these Terms and Platform modifications

The Network may update, amend, or replace these Terms from time to time. Changes take effect from the date specified in the notice and apply prospectively. Continued use of the Platform after the effective date constitutes acceptance of the updated Terms.

26. Governing law, jurisdiction, and dispute forum

These Terms are governed by the laws of New Zealand. You and The Network submit to the non-exclusive jurisdiction of the courts of New Zealand. To the extent permitted by law, any dispute must be brought only in your individual capacity and not as part of any class, collective, representative, or similar multi-party proceeding.

27. Contact

Support and legal notices: advocates@thenetwork.co.nz

28. Survival

The following provisions continue after suspension, restriction, termination, payout, closure of your Advocate Account, or cessation of your participation in any Program, to the extent relevant: commissions, reversals, clawbacks, negative balances, offsets, recovery rights, and payout-related obligations; fraud controls, investigations, compliance reviews, verification rights, and enforcement powers; privacy, data use, confidentiality, audit logging, record retention, and cross-border data handling obligations; tax, withholding, reporting, invoicing, indemnity, and compliance obligations; limitation of liability, governing law, jurisdiction, dispute forum, and class action restrictions; any other provision which by its nature is intended to survive.

29. Entire agreement

These Terms, together with any applicable Program Terms and any other terms, policies, notices, or documents expressly incorporated by reference through the Platform, constitute the entire agreement between you and The Network in relation to your use of the Platform, your participation in the Advocate Network, and your participation in any Program, and supersede all prior discussions, communications, understandings, representations, and agreements.