Affiliates, Referrers & Partners Agreement

Last Updated: February 16, 2023

Introduction

This Agreement applies to any individual or entity who collaborates with us as an Affiliate, Referrer or Partner.

Commissions

Aside from Affiliates, to participate in Commissions each Prospect Client must first be registered with #stratapp, as explained in this Agreement, in which case the following rates will apply:

Affiliates 20% on the first year of SaaS fees per client they refer
Referrers 20% on the first year of SaaS fees per client they refer
Business Partners

20% on the first 3 years of SaaS fees per client they refer, plus

10% on the first 3 years of SaaS fees from the clients of Referrers and Partners they introduce
Equity Partners see below

 

Definitions

The words of which the initial letter is capitalized have a defined meaning. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.  For the purposes of this Agreement:

Active and Inactive, with respect to Business Partners, are defined in this Agreement.

Affiliate is a person or entity who use our affiliate partner link to promote #stratapp, from which we can track end users who sign up to #stratapp as a result of those promotions.

Attributed Annualized Revenue applies to the Equity Partner model and includes the direct revenue to #stratapp generated by the Equity Partner, plus a portion of the revenue generated by the Referrers and Partners at one level below them.

Business Partner is a person or entity invited by us, and subsequently confirmed in writing by us that we recognize them as a Business Partner of the Company. The status of Business Partner is subject to the terms of this Agreement, most notably the requirement to maintain an “Active” status.

Client means a person or entity using the #stratapp SaaS application offered by the Company.

Client Revenue means the SaaS fees paid to us by a Client, less any discounts, local taxes and third party fees associated with subscription billing and payment gateways.

Change of Control means a change in the direct or indirect ownership of more than 50% of the voting power on the board or members of #stratapp Holdings. This excludes a restructure of #stratapp Holdings to another domestic or international entity, where the effect of the change would be less than 50% if the current structure were to remain as the transaction entity.  Under such a restructure the rights to Affiliates, Referrers and Partners will automatically assign to the new entity equivalent of #stratapp Holdings or a subsidiary entity controlled by that new entity equivalent.

Company (referred to as either “the Company”, “we”, “us” or “our” in this Agreement) refers to #stratapp Trading Pty Ltd of Level 2 32 Park Road, Milton QLD 4064, Australia.

Confidential Information is defined in this Agreement.

Direct Referral means a Registered Prospect who has been introduced to us by a Referrer or Partner; see also Indirect Referral.

Equity Partner is a person or entity invited by us, and subsequently confirmed in writing by us that we recognize them as an Equity Partner of the Company.

First Payment Date means the date we first receive cleared funds to our payment gateway on SaaS fees paid by a Client.

Generated Revenue applies to the Equity Partner model and refers to the revenue to #stratapp generated by an Equity Partner, plus the direct SaaS fees from Referrers and Partners at one level below them.

Indirect Referral means a Registered Prospect who has been introduced to us by a Referrer or Partner who was introduced by another Partner.

Partner means either a Business Partner or Equity Partner.

Payment Method means Paypal, Payoneer or Wise, or any other means of funds transfer chosen by us from time to time. Transaction fees incurred on the Payment Method will be at the cost of the recipient.

Referral Fees means the fees we pay to you, calculated as the Referral Fees Percentage of Client Revenue, on Clients that result from a prospect Client that has been registered to you by us as a Registered Prospect. Referrers and Partners are under no expectation or obligation to share with us a percentage of their advisory or consulting fees earned from implementing and supporting Clients on #stratapp.

Referral Fees Percentage means the percentages and timeframes shown in the Commissions table above.

Referrer means any person or entity who refers a potential Client to #stratapp under the Registration Process.

Registration Process is defined in this Agreement.

Registered Prospect means a potential Client that has been registered with us by a Referrer or Partner, in accordance with our Registration Process.

#stratapp means, depending on the context, either the Company or the SaaS application offered by the Company.

#stratapp Holdings means #stratapp Pty Ltd of Level 2, 32 Park Rd Milton Qld 4064, Australia.

Threshold is defined in this Agreement.

 

Referral Fees

Registration Process

To register a potential Client, the Referrer or Partner must email the following details to [email protected] prior to the Client’s First Payment Date:

  • Client’s company name*
  • Client contact’s first name and last name*
  • Client contact’s job title (if known)
  • Client contact’s email (if known)
  • Client’s website URL (if known)
  • Client contact’s LinkedIn profile URL (if known)
  • Client contact’s location, nearest town (if known)

* required information

Within 14 days of receiving the required information above, the Company will have the discretion to choose whether or not to accept the prospect. If you do not hear back from us within 14 days of receiving all of the required information above to [email protected], the Client will be automatically registered to you as a Registered Prospect.

We may offer to register to you a Client lead that is generated elsewhere – for example, in a scenario where we are seeking to collaborate with you on closing a lead. To accept this offer, and for that Client to become a Registered Prospect, you will need to confirm your acceptance in writing to [email protected] within 14 days of the offer.

Affiliates do not need to register each potential Client via the Registration Process described above, as the Client will be automatically tracked via the affiliate partner link.

 

Setting Up New Clients

This process may change from time to time, so please follow directions from [email protected].

As at the time of updating this Agreement, the following process applies:

    1. New consulting partners receive 90 days free;
    2. Clients introduced by consulting partners receive 30 days free;
    3. To affect 1) and 2), the #stratapp support team will need to set-up the respective organization instances, including:

           a. Under Chargebee:
                i. Adding the appropriate discount coupon;
                ii. Nominating the billing admin (for introduced clients this usually starts as the consulting partner, who under avatar/settings/billing will nominate a client side billing admin or they may choose to invoice the SaaS costs to their client as part of their consulting fees);
                iii. Designating Goods & Services Tax status; this is only applicable if the organization is tax resident of Australia;
                iv. Changing the subscription from Freemium to Monthly Plan;
                v.  Inserting a Free Trial end date reflecting the 30 or 90 days referred to above
                vi. Activating the subscription [after first ensuring the coupon at a) above has been successfully applied]; and

           b. Under #stratapp desktop avatar/settings/users:
                i. Nominating the super admin (for introduced clients this usually starts as the consulting partner, who will then add client side super admins, admins and standard users).

Multiple Referrals

We may encounter a scenario of more than one Referrer or Partner recommending #stratapp to the same Client.

In this scenario, the allocation of Referral Fees across more than one Referrer or Partner will be at the sole discretion of the Company.

Similarly, if in our assessment a different entity, division, business unit or function of a Client starts to use #stratapp through no substantial influence of another that is a Registered Prospect, then any payment of Referral Fees will be at the sole discretion of the Company.

All decisions by the Company, including those on the basis of sole discretion, must be communicated in writing by the Company and either from or copied to [email protected] to be effective.

Threshold

Referral Fees are earned once the Registered Prospect reaches a Threshold of 5 or more paid users.

Referral Fees Calculation

Referral Fees are calculated per the Referral Fees Percentage.

Payment

Payment of Referral Fees will be made quarterly by the Company to the Referrer or Partner, within 28 days of quarter end. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.

Payments will be made to the Referrer or Partner’s nominated entity using the Payment Method.

Payment is subject to the Company having sufficient free cashflow (with the calculation excluding capital reserves and capital raising), as determined by the directors of the Company each quarter.

Unpaid Referral Fees will accrue 10% per annum interest in favor of the Referrer or Partner, compounding annually, as an unsecured liability until paid by the Company.

Transparency

Referrers and Partners may request, to a limit of one request per year, the Company to undertake an internal review of Referral Fees by Client for the current and previous calendar year. The Company will provide the conclusion of that review within 60 days of receiving the request.

Business Partners

Business Partners – Invitation Only

The Company may invite selected Referrers to become Business Partners.  As a general non-binding guide, we consider inviting Referrers to become Business Partners once they have referred US$20k in paid SaaS revenues.

The invitation offered by the Company, and any subsequent acceptance by the Referrer, must each be in writing and either from or copied to support@stratapp.ai to be effective. The Referrer must accept the invitation offer within 28 days, or the offer will automatically lapse.

Business Partners – Active

To retain the status and benefits of a Business Partner, the Business Partner must be “Active”.

The Company has a relatively low threshold for maintaining an Active status, defined as:

  • adding one or more Referrers or Business Partners in any 12 month rolling period, who in turn refer 50 or more new paid users within that same period; or
  • directly referring 250 or more new paid users in any 12 month rolling period

For the avoidance of doubt, “new paid users” means a new paid user subscription added to #stratapp, for a user that was not subscribed prior to the 12 month rolling period.

Business Partners – Inactive

A Business Partner will automatically become “Inactive” when the above tests are not met. This change in status does not require detection by, or a notice from, the Company.

Upon becoming Inactive, the Business Partner will automatically revert to the status of Referrer. Referral Fees will continue to apply, on Direct Referrals, per the usual entitlements of a Referrer.

For the Referrer to become a Business Partner again, the Company must first extend a new invitation per the Invitation Only terms in this Agreement. Upon re-invitation and acceptance, the Business Partner’s entitlement to “2-Levels of Referral Fees” will be reinstated, including on those Clients that were introduced prior to reinstatement.

Business Partners – 2 Levels of Referral Fees

Business Partners earn Referral Fees on both Direct Referrals and Indirect Referrals, per the Referral Fees Calculation.

The cascading of Referral Fees is limited to 2 Levels. For example:

ABC Consulting introduces DEF Consulting, who have 100 paid users on #stratapp. DEF Consulting introduce GHI Consulting, who have 50 paid users on #stratapp. GHI Consulting refers Client XYZ, who have 500 paid users on #stratapp.

Let’s assume ABC and DEF are Active Business Partners, and that GHI Consulting is a Referrer yet to be invited as a Business Partner. Therefore, the Referral Fees will apply as follows:

  • ABC to receive Referral Fees as an Active Business Partner on 100 paid users of DEF
  • ABC to receive Referral Fees as an Active Business Partner on the 50 paid users of GHI
  • ABC does not receive Referral Fees on the 500 paid users of XYZ
  • DEF to receive Referral Fees as an Active Business Partner on 50 paid users of GHI
  • DEF to receive Referral Fees as an Active Business Partner on the 500 paid users of XYZ
  • GHI to receive Referral Fees as a Referrer on the 500 paid users of XYZ

Equity Partners

Equity Partners – Invitation Only

The Company may invite select Referrers or Business Partners to become Equity Partners.  As a general non-binding guide, we consider inviting Referrers or Business Partners to become Equity Partners once they have referred US$100k in paid SaaS revenues.  The Equity Partner upside will be in addition to ongoing entitlements as an Affiliate, Referrer or Business Partner.

Equity Partners – Value Creation

SaaS companies are known for building value towards a trade sale or exit, without sharing any of that value back to the partners who helped create it.  With this Equity Partner model, #stratapp is planning to rethink this traditional approach with a view to seeking to share part of our equity upside with select Referrers and Business Partners.

Equity Partners – How It Works

Our current plan is for Equity Partners to earn preference shares in our distribution entity, in proportion to their respective Attributed Annualized Revenue.  The number of preference shares on issue to each Equity Partner will be adjusted based on the Attributed Annualized Revenue run rate as at each financial year end, or at the time of a Change of Control event.

Upon a Change of Control event on #stratapp Holdings, #stratapp will acquire the distribution entity at a multiple of the Generated Revenue.

For the purpose of the Generated Revenue calculation per Referrer and Partner, clients who are still on MRR will be included at 8x their MRR to contribute to the ARR calculation.

Refer to this document for the current Equity Partner model calculations with respect to Generated Revenue, Attributed Annualized Revenue, Exit Multiple and Price per preference share.  The input values and the method of calculation on this Equity Partner model are subject to change without notice, at the sole discretion of #stratapp Holdings.

Other Terms

Amendments

The terms of this Agreement are subject to change without notice from the Company.

Changes to this Agreement will be published on the Company’s website.

When a change is made to this Agreement, the Last Updated date on the Agreement will be updated to reflect the date of the most recent version.

If you do not agree to an update, change or replacement of this Agreement, you can choose to terminate the Agreement.

Term

The Term of this Agreement will apply for as long as you participate as a Referrer or Partner.

Termination

This Agreement may be terminated by either party on 24 hours written notice.

Termination by the Company does not remove the obligation on the Company to pay accrued and ongoing Referral Fees corresponding to Clients with a First Payment Date prior to or within 90 days following termination. An exception to this ongoing entitlement to receive Referral Fees after termination is No Compete (see below).

Relationship

If you are a Referrer or Partner under this Agreement you agree you are not, and will not represent yourself to others as:

  • an agent, authorized representative, distributor, contractor or employee of the Company; or
  • in a joint venture or partnership structure with the Company

Indemnification

You will indemnify and hold us harmless, at your expense, against any third party claim, suit, action or proceeding (each an “Action”) brought against us (and our offices, directors, employees, agents, service providers, licensors, licensees and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your collaboration with us, (b) your noncompliance with or breach of this Agreement, (c) our legal use of prospect or lead information you provided us, or (d) your use of the #stratapp product or any information or materials provided by us. We will (i) notify you in writing within 14 days of becoming aware of such a claim, (ii) give you sole control of the settlement or defense of such a claim at your own expense, and (iii) provide you with all information and assistance reasonably requested by you.

Disclaimers & Limitations of Liability

Use of the #stratapp product by you, or any Referrer, Partner or Client referred to us by you, is subject to the terms displayed on the Company’s website.

Confidential Information

Confidential Information means all information which is in tangible form and designated as confidential, or is information which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information excludes information that is or was publicly available. Confidential Information includes all ideas, plans, communications and assets of the owning party to this Agreement, including but not limited to designs, presentations, statements, trade secrets, business processes, agreements, customer/supplier/partner/contractor/financial information, data, formulae, software code, architecture, notes and correspondence.

Protection of Confidential Information

Each party to this Agreement will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each party protects its own Confidential Information, but with no less than reasonable care. Each party may use the other party’s Confidential Information solely to exercise its respective rights and to perform its respective obligations under this Agreement. Each party shall disclose such Confidential Information (a) solely to the employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information, (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction, or (c) as reasonably necessary to comply with any applicable law or regulation.

Proprietary Rights

The Company’s products belong to and are the property of the Company and we retain all ownership rights. You agree not to copy, rent, lease, sell, distribute or create derivative works based on the Company’s products and plans, or marketing and sales materials.

No Compete

If the Company reasonably concludes that you are in a commercial or employee relationship with a competitor of the Company, or that you are planning to compete against or to undermine the Company in any way whatsoever, then your entitlement to receive accrued and future Referral Fees will cease with immediate effect of the Company providing you notice of such in writing.

Testimonials

You agree that all testimonials and other marketing materials created in collaboration with you will be owned by the Company, and that the Company will have an ongoing right to use them without payment to you.

Notices & “In-Writing” Communications

Email is the only approved means of communication with respect to this Agreement.

Notices and “in writing” communications must be sent from, to or copied to [email protected] – by the Company and by you.

Disputes

If a dispute arises, one party may issue to the other a Dispute Notice, setting out the dispute in writing. The parties will meet in person or via a video call, within 7 days of the Dispute Notice. If the dispute is not resolved within 21 days of the Dispute Notice, the matter will be referred to a mediation to be conducted at the offices of the Queensland Law Society, at a cost shared equally between us and you, unless the parties otherwise agree.

Entire Agreement

This document embodies the entire agreement between the parties and supersedes all previous versions, correspondence and representations.

No Waiver

The failure of a party to require full or partial performance of a provision of this Agreement does not affect the right of that party to require performance subsequently. A single or partial exercise of or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A right under this Agreement may only be waived in writing signed by the party granting the waiver, and is effective only to the extent specifically set out in that waiver.

Jurisdiction

Queensland (Australia) law governs this Agreement. Each party irrevocably submits to the exclusive jurisdiction of the Queensland courts and courts competent to hear appeals from those courts.

Severability

A clause or part of a clause of this Agreement that is illegal or unenforceable may be severed from this Agreement and the remaining clauses or parts of the clause of this Agreement continue in force.

Contact Us

If you have any questions about this Agreement, you can contact us via email to [email protected].