ScaleNex Referral Partner Agreement
Version 2.0 · Effective from date of acceptance
1. Parties
This Agreement is between ScaleNex Pty Ltd ABN [pending] ("ScaleNex") and the individual registered as a Partner through the Rep Portal ("Partner"). By accepting this Agreement electronically, the Partner agrees to be bound by all terms set out below.
2. Appointment
ScaleNex appoints the Partner as a non-exclusive, independent referral partner to introduce potential customers ("Prospects") to ScaleNex's products and services, including hospitality technology (POS systems), fresh produce supply, and accounting and payroll solutions. The Partner is not an employee, agent, or representative of ScaleNex and has no authority to bind ScaleNex to any obligation or agreement.
3. Partner Obligations
The Partner agrees to:
- Submit all referrals through the official ScaleNex Rep Portal only
- Provide complete and accurate information about each Prospect at the time of submission
- Not make any representations, promises, or warranties about ScaleNex's products, pricing, or service terms beyond what is contained in official ScaleNex materials
- Not quote pricing, contract terms, or service commitments to any Prospect on ScaleNex's behalf
- Maintain strict confidentiality of ScaleNex's pricing, processes, customer lists, and partner information, both during and after this Agreement
- Not directly approach or solicit any existing ScaleNex customer to switch to a competing product or service
- Conduct all referral activity in a professional manner consistent with ScaleNex's brand and reputation
4. Ownership of Leads and Prospects
Upon submission of a referral through the Rep Portal, all information relating to that referral — including the Prospect's name, contact details, business details, and any associated notes — becomes the sole property of ScaleNex. ScaleNex may use, store, and act on this information at its absolute discretion.
The Partner acknowledges that ScaleNex retains the right to contact, negotiate with, and enter into agreements with any submitted Prospect through any channel and at any time, including after the expiry of the referral window set out in clause 6.
The Partner has no proprietary interest in any submitted Prospect and no right to instruct ScaleNex on how or when to pursue any lead.
5. Privacy, Consent and Data Obligations
The Partner acknowledges that submitting a referral involves providing ScaleNex with personal information about a third party, including the Prospect's name, phone number, email address, and business details. This information is subject to the Privacy Act 1988 (Cth) and the Australian Privacy Principles.
By submitting a referral, the Partner represents and warrants that:
- The Partner has not made false, misleading, or deceptive representations to any Prospect in the course of obtaining or attempting to obtain their details
- The Partner understands that ScaleNex cannot guarantee, and does not warrant, that any Prospect has been informed that their details will be passed to ScaleNex prior to submission
- The Partner takes full and sole responsibility for the manner in which they approached the Prospect and collected their information
- The Partner will not submit the contact details of any person who has expressly stated they do not wish to be contacted by ScaleNex or any third party
- The Partner indemnifies ScaleNex against any claim, loss, liability, cost, or damage arising from the Partner's conduct in approaching, representing to, or collecting information from any Prospect
ScaleNex will handle all Prospect information in accordance with its Privacy Policy and will identify itself as the calling party when making contact with any submitted Prospect. ScaleNex is not responsible for any representations made by the Partner to any Prospect prior to submission.
6. Referral Window and Lead Expiry
Each referral submitted through the Rep Portal is active for a period of 60 days from the date of submission ("Referral Window").
If the submitted Prospect does not become a paying ScaleNex customer within the Referral Window, the referral expires. Upon expiry:
- No commission is payable to the Partner in relation to that Prospect, regardless of when or how the Prospect subsequently engages with or signs up to ScaleNex
- ScaleNex retains all rights to continue pursuing the Prospect through any channel
- The Partner has no further entitlement in respect of that Prospect
For the avoidance of doubt: if a Prospect signs with ScaleNex one day, one month, or two years after the Referral Window has closed, no referral fee or commission of any kind is owed to the Partner who originally submitted that Prospect.
7. Commission Structure and Qualifying Conditions
Commission is payable only where all of the following conditions are satisfied in the same calendar month:
- The Partner has submitted a minimum of 8 qualifying referrals during that calendar month (defined below)
- At least one of the Partner's referred Prospects has become a paying ScaleNex customer during that calendar month
- The converted Prospect's referral was submitted within the active Referral Window
- A valid tax invoice has been received by ScaleNex from the Partner for the commission amount
A qualifying referral means a referral that meets all of the following criteria:
- Submitted through the Rep Portal with a venue name, contact name, and working phone number
- Relates to a business that ScaleNex has not previously been in contact with or has on record
- Is not a duplicate of a referral already submitted by the same Partner or any other partner
- Does not relate to a business in which the Partner has a direct ownership or financial interest
ScaleNex reserves the right to reject any referral that does not meet the qualifying criteria above. The Partner will be notified if a referral is rejected and the reasons for rejection.
If the monthly minimum of 8 qualifying referrals is not met, no commission is payable for that calendar month, regardless of how many Prospects converted. Commission does not accrue or carry forward to subsequent months.
The commission tiers are as follows:
| Tier | Commission per converted venue | Monthly qualifying referral minimum | Condition |
| Bronze | $25 per venue | 8 qualifying referrals submitted this calendar month | Standard entry tier |
| Silver | $75 per venue | 15 qualifying referrals per month for 2+ consecutive months | Assessed by ScaleNex monthly |
| Gold | By written agreement | Invite only | Awarded solely at ScaleNex's discretion |
Where a converted venue takes both the Hospitality Technology (POS) product and the Fresh Produce product, the applicable commission rate is doubled (Fee × 2) for that venue in the month of conversion only.
8. Payment Terms
Commission payments are processed once per month, at the end of each calendar month. Payment will be made within 14 days of the end of the calendar month in which the qualifying conversion occurred, provided a valid tax invoice has been received from the Partner.
A valid tax invoice must include the Partner's full legal name or business name, ABN (if GST registered), bank account details, the commission amount, and a reference to the converted venue(s). Where the Partner is not GST registered, the invoice must state this clearly.
ScaleNex may, at its option, issue a Recipient Created Tax Invoice (RCTI) on behalf of the Partner where agreed in writing. In that case, the Partner is not required to issue their own invoice but must notify ScaleNex immediately if their GST registration status changes.
Payment is made by direct bank transfer to the account details provided in the Rep Portal. ScaleNex is not responsible for incorrect payment resulting from inaccurate bank details provided by the Partner.
9. Exclusions — When No Commission Is Payable
No commission is payable in any of the following circumstances:
- The Prospect was already known to or in contact with ScaleNex prior to the Partner's submission
- The referral does not meet the qualifying referral criteria in clause 7
- The Partner did not meet the monthly minimum of 8 qualifying referrals in the relevant calendar month
- The Prospect did not become a paying customer within the 60-day Referral Window
- The Partner's agreement has been terminated prior to the conversion date
- The Partner has a direct ownership, financial, or family interest in the converted venue
- The conversion resulted from ScaleNex's own independent sales activity rather than the Partner's referral
- A valid tax invoice has not been received within 90 days of the conversion date
10. Confidentiality
The Partner must keep strictly confidential all ScaleNex pricing, product roadmaps, customer lists, commission structures, sales processes, technology, and any other information that is not publicly available. This obligation applies during and after the term of this Agreement and survives termination indefinitely.
11. Termination
Either party may terminate this Agreement by providing 14 days written notice to the other. ScaleNex may terminate this Agreement immediately and without notice if the Partner breaches any term of this Agreement, engages in conduct likely to damage ScaleNex's reputation, or makes false or misleading representations to any Prospect.
Upon termination, commission owed for qualifying conversions that occurred prior to the termination date (and within the applicable Referral Window) will be paid in accordance with clause 8, provided a valid tax invoice is received within 30 days of the termination date.
No commission is payable for any Prospect who signs with ScaleNex after the termination date, regardless of when the referral was originally submitted.
12. Indemnity
The Partner indemnifies and holds ScaleNex harmless against any claim, demand, action, loss, liability, cost, charge, expense, or damage of any kind arising out of or in connection with:
- Any representation, statement, or conduct by the Partner in relation to any Prospect
- Any breach by the Partner of the Privacy Act 1988 (Cth) or Australian Privacy Principles
- Any misleading or deceptive conduct by the Partner under the Australian Consumer Law
- Any claim by a Prospect that their personal information was collected or shared without proper authority
13. Limitation of Liability
To the maximum extent permitted by law, ScaleNex's total aggregate liability to the Partner under or in connection with this Agreement is limited to the total commission paid to the Partner in the 3 months immediately prior to the event giving rise to the claim. ScaleNex is not liable for any indirect, consequential, special, incidental, or exemplary loss or damage of any kind, including loss of profits or loss of opportunity.
14. General
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior representations, discussions, and agreements. Any variation to this Agreement must be made in writing. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions continue in full force. A failure by ScaleNex to enforce any provision of this Agreement does not constitute a waiver of that provision.
15. Governing Law
This Agreement is governed by and construed in accordance with the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales.