Organisation Terms & Conditions

These Organisation Terms & Conditions (these Terms) form a binding agreement between you (the Organisation) and The Network Software Limited, NZBN 9429048076104 (The Network, we, us, our).

These Terms have two parts that operate together:

(a) Platform Services — The Network provides the Organisation with access to a software platform (the Platform) for managing and tracking referral, customer acquisition, and commission-based marketing activity.
(b) Licensed Affiliate Appointment — The Organisation appoints The Network as a licensed affiliate of the Organisation's products or services, and authorises The Network to recruit, contract with, train, supervise, and pay individuals and entities (Advocates) to promote the Organisation's products or services. The Network operates this Advocate network through the Platform.

By creating an Organisation account, integrating payment systems, launching a Program, approving an Advocate, accepting customer attribution through the Platform, or otherwise accessing or using the Platform, the Organisation agrees to be legally bound by these Terms.

If the Organisation does not agree to these Terms, it must not use the Platform.

1. Definitions

Advocate means an individual or entity contracted to The Network as a sub-affiliate or promoter under the Advocate Terms, who may be approved by an Organisation to promote that Organisation's Program. Sometimes referred to as an Affiliate.

Advocate Terms means The Network's terms of engagement with its Advocates, as published by The Network and amended from time to time.

Attributable Sale means a customer transaction that is recorded on the Platform as attributed to an Advocate in accordance with the applicable Program Terms, Network default rules, and these Terms.

Coaching Commission means a commission paid by The Network to an Advocate for coaching, training, mentoring, or related services performed in respect of a Program, as defined under the Advocate Terms and the relevant Program Terms.

Commission Pool means the amount of Network Affiliate Commission paid by the Organisation to The Network in respect of a specific Attributable Sale or in respect of a specific Program.

Customer means a person or entity that purchases a product or service from the Organisation.

Ledger means The Network's accounting records on the Platform recording attributable sales, commissions, holds, reserves, adjustments, reversals, fees, deductions, payouts, and related entries.

Network Affiliate Commission means the consolidated affiliate commission payable by the Organisation to The Network for each Attributable Sale, as set out in the Order Form or the applicable Program Terms.

Network Fee means platform fees, subscription fees, technology fees, service fees, payout processing fees, per-Program fees, per-Advocate fees, transfer or transition fees, and any other fees payable by the Organisation to The Network separately from Network Affiliate Commission, as set out in the Order Form or otherwise notified through the Platform.

Order Form means a written commercial schedule between the Organisation and The Network specifying applicable Network Affiliate Commission rates, Network Fees, payment timing, and any other commercial terms.

Platform means the software, infrastructure, APIs, dashboards, services, integrations, and systems operated by The Network for the management of advocate-based marketing programs and related services.

Program means an advocate-based marketing program created and operated by an Organisation through the Platform.

Program Terms means the rules, settings, commercial parameters, and operating rules applicable to a specific Program, as configured through the Platform.

Sales Commission means a commission paid by The Network to an Advocate for an Attributable Sale, as defined under the Advocate Terms and the relevant Program Terms.

Stripe means Stripe, Inc. and its related payment processing, billing, and event integration products.

Trolley means Trolley and its related payout, transfer, banking, and compliance products and APIs.

2. Acceptance and structure of these Terms

2.1 Acceptance

By creating an Organisation account, integrating payment systems, launching a Program, approving an Advocate, or otherwise accessing or using the Platform, the Organisation accepts these Terms and any applicable Order Form.

2.2 Two-part agreement

These Terms create two related but distinct legal relationships between the Organisation and The Network:

(a) a Platform Services relationship under which The Network provides access to the Platform; and
(b) a Licensed Affiliate Appointment under which the Organisation engages The Network as a licensed affiliate of the Organisation's products or services, and authorises The Network to operate an Advocate network for that purpose.

Both parts apply together and must be read consistently. The Organisation cannot accept one without the other.

2.3 Order of precedence

To the extent of any conflict, the following order of precedence applies (highest first):

(a) any written addendum, amendment, or side letter signed by both parties;
(b) the Order Form applicable to the Organisation;
(c) these Terms;
(d) any Program Terms or in-Platform configuration set by the Organisation.

2.4 Versioning

The Platform may record the Organisation's acceptance of these Terms, including the version accepted and date of acceptance. These records may be used as evidence of acceptance.

3–25. Additional Terms

The complete Organisation Terms include the following additional sections:

3. Organisation's status as merchant of record — The Organisation is the merchant of record for all customer transactions. The Network is not the seller.
4. Appointment of The Network as licensed affiliate — Non-exclusive appointment, scope, sub-appointment of Advocates, and independent contractor status.
5. Advocate approval and program rules — Organisation's approval rights, promotion rules, and limits on Program Terms.
6. Account creation and access — Account information, authorised users, security, and verification requirements.
7. Platform Services — Scope of services, no service-level guarantee, third-party systems, and platform changes.
8. Attribution — Default rules (coupon-priority then last-click, 30-day window), corrections, and no guarantee of tracking.
9. Commission and Network fees — Network Affiliate Commission, internal allocation of Commission Pool, Network Fees, and invoicing.
10. Payment terms — Payment timing, methods, late payment consequences, and currency.
11. Refunds, reversals, and clawbacks — Commission adjustments for refunded or reversed transactions.
12. Recurring commissions — Rules for subscription-based and recurring revenue programs.
13. Customer relationships and data — Organisation owns customer relationships; data sharing limitations.
14. Anti-circumvention — Prohibition on contracting directly with Advocates outside the Platform.
15. Pyramid scheme and multi-tier safeguards — Compliance with anti-pyramid legislation.
16. Fraud monitoring and enforcement — The Network's fraud detection and enforcement rights.
17. Privacy and data protection — Data processing, privacy obligations, and compliance.
18. Intellectual property — Licence grants, restrictions, and ownership.
19. Termination — Termination rights, notice periods, and consequences.
20. Suspension — Suspension rights and procedures.
21. Indemnity — Mutual indemnification obligations.
22. Liability limits — Caps on liability and exclusions.
23. Amendments — How these Terms may be amended.
24. Governing law and disputes — New Zealand law; New Zealand courts.
25. General provisions — Severability, waiver, entire agreement, and contact information.

For the complete and legally binding text of all sections, please contact The Network Software Limited.

Contact

The Network Software Limited
NZBN: 9429048076104
Email: legal@thenetwork.co.nz

The Network Software Limited — Organisation Terms & Conditions