Partner Program Terms and Conditions

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1. About these terms

These Partner Program Terms and Conditions (Terms) govern participation in the Kinstone Co Partner Program (Program).

The Program is operated by KINSTONECO PTY LTD (ABN 24 702 805 230) (Kinstone, we, us or our).

By applying to join, accepting an invitation to participate or otherwise accepting these Terms, you (the Partner) agree to be bound by them.

If you do not agree to these Terms, you must not participate in the Program.

2. Purpose of the Program

The Program brings together businesses and professionals whose capabilities, expertise and services may complement Kinstone’s offerings and support our clients’ needs.

Depending on the relationship, participation may include:

• Referrals and introductions to prospective clients.
• Collaborative consulting, implementation and delivery opportunities.
• Technology, integration and specialist service partnerships.
• Joint business development, co-selling and market engagement.
• Inclusion in the Kinstone Partner Directory.

Participation is subject to these Terms and any additional written agreement applicable to a specific commercial arrangement.

3. Partner eligibility and standards

Kinstone may assess prospective and existing Partners based on relevant experience, demonstrated capabilities, service quality, professionalism, responsiveness, client feedback, delivery capacity and alignment with client requirements.

Partners must:

• Provide accurate information about their business, capabilities and services.
• Maintain any licences, qualifications, registrations and insurance required for their activities.
• Act professionally and ethically in dealings with Kinstone, clients and other Partners.
• Comply with applicable laws and relevant contractual obligations.
• Notify Kinstone of material changes that could affect their capabilities, suitability or participation.

Kinstone may request further information, review a Partner’s suitability or decline, suspend or terminate participation at its discretion, subject to applicable law and any binding contractual obligations.

4. Referrals and opportunities

Kinstone aims to build trusted partner relationships and connect clients with providers whose capabilities and approach best align with their needs.

When considering Partners for introductions or collaborative opportunities, Kinstone may take into account demonstrated performance, relevant experience, service quality, responsiveness, client feedback, availability and delivery capability.

Participation in the Program does not guarantee referrals, leads, client engagements, revenue, preferred status, exclusivity or reciprocal introductions.

All referral and collaboration decisions remain discretionary and depend on client requirements, suitability, availability, conflicts of interest and other relevant commercial considerations.

A Partner introduction, directory listing or collaborative activity does not guarantee that a prospective client will proceed with an engagement or achieve a particular outcome.

Partners must not represent that Kinstone has committed to providing referrals, business volumes or commercial opportunities unless expressly agreed in writing by an authorised Kinstone representative.

5. Referral fees and commercial arrangements

Program participation does not automatically entitle a Partner to referral fees, commissions, revenue shares, discounts or other financial benefits.

Any such arrangement must be negotiated and agreed in writing by authorised representatives of the relevant parties before the applicable commercial commitment is made.

The written agreement should specify the applicable fees or calculation method, eligibility requirements, payment triggers, invoicing and payment terms, treatment of cancellations or refunds, and the duration of the arrangement.

Unless expressly agreed otherwise in writing, no referral fee or other payment is payable solely because a Partner introduced a prospective client, participated in the Program or appeared in the Partner Directory.

Each party is responsible for its own taxes and invoicing obligations, subject to applicable law and the terms of any separate agreement.

6. Partner Directory and brand use

Kinstone may, at its discretion, publish and maintain a Partner Directory on its website.

Directory inclusion is subject to Kinstone’s approval and the Partner providing accurate information and authorising the relevant use of its name, logo and profile.

By approving a listing, the Partner grants Kinstone a non-exclusive, royalty-free licence to use the approved materials for displaying the listing and promoting the Program. The Partner retains ownership of its intellectual property.

Each party must obtain permission before using the other party’s name, logo or branding outside the scope of an authorised listing or agreed activity.

Neither party may imply an endorsement, certification, exclusive relationship or formal technology alliance that has not been expressly authorised.

Directory inclusion does not guarantee referrals, search rankings, website traffic, backlinks, promotional placement or business opportunities.

Either party may request correction or removal of its materials. Kinstone may amend, suspend or remove a listing where information is inaccurate, permission is withdrawn, the relationship ends or continued publication is inappropriate.

7. Independent relationship and client engagements

Each party operates as an independent business. Nothing in these Terms creates a legal partnership, joint venture, employment relationship, agency, franchise or fiduciary relationship.

Neither party may bind the other, make commitments on its behalf or represent that it has authority to do so without prior written authorisation.

The Program is non-exclusive. Either party may work with other providers, clients and partners, including businesses offering similar services, unless otherwise agreed in writing.

Any paid consulting, implementation, subcontracting, technology or other delivery engagement must be governed by a separate written agreement setting out the relevant scope, responsibilities, fees, deliverables, intellectual property rights and risk allocation.

Each party remains responsible for its own services, representations, personnel and contractual obligations. A referral or directory listing does not make Kinstone responsible for a Partner’s services or guarantee the Partner’s performance.

Clients remain free to assess and select providers based on their own requirements.

8. Confidentiality and privacy

Each party must protect confidential information received from the other party and use it only for the purpose for which it was disclosed or as otherwise authorised.

Confidential information includes non-public business information, pricing, proposals, client details, technical information, commercial plans and other information reasonably understood to be confidential.

These obligations do not apply to information that is lawfully public, already known without restriction, independently developed or lawfully received from another source without a confidentiality obligation.

Each party must comply with applicable privacy and data protection laws when collecting, using, storing or disclosing personal information.

Partners must ensure that personal information is shared lawfully, take reasonable steps to protect information against unauthorised access or disclosure, and promptly notify Kinstone of any relevant security incident involving information shared through the Program.

Additional confidentiality, security and data-handling requirements may be established in separate written agreements where appropriate.

9. Intellectual property

Each party retains ownership of its pre-existing intellectual property, including its methodologies, software, materials, tools, trademarks and know-how.

Except for the limited rights expressly granted under these Terms, neither party receives ownership of or a general licence to use the other party’s intellectual property.

Ownership and permitted use of materials, software, deliverables or other intellectual property created through a specific engagement must be addressed in the applicable written agreement.

10. Compliance and conduct

Each Partner must comply with applicable laws, including relevant Australian consumer protection, privacy, competition and anti-bribery requirements.

Partners must not make misleading claims about Kinstone, the Program, their own services or the nature of their relationship with Kinstone.

Partners must disclose material conflicts of interest where relevant and must not offer or accept improper inducements in connection with referrals or business opportunities.

Kinstone may suspend or terminate participation where a Partner’s conduct, representations or activities create a material legal, security, client or reputational risk, subject to applicable law and any binding contractual obligations.

11. Liability

Each party is responsible for its own acts, omissions, services and obligations.

To the maximum extent permitted by law, neither party is liable to the other for indirect or consequential loss, including loss of anticipated profits, revenue, business opportunities or goodwill arising from participation in the Program.

Nothing in these Terms excludes, restricts or modifies any right, guarantee or liability that cannot lawfully be excluded, restricted or modified.

Any liability caps, indemnities, insurance requirements or additional risk allocation arrangements for a specific engagement must be expressly agreed in the relevant written contract.

Nothing in these Terms makes Kinstone a guarantor of a Partner’s services, performance, financial position or conduct.

12. Suspension and termination

Either party may end its participation in the Program by providing 14 days’ written notice.

Kinstone may suspend or terminate participation immediately where it reasonably considers that a material breach, unlawful conduct, security issue, misleading representation or material client or reputational risk warrants immediate action, subject to applicable law.

Where a breach can reasonably be remedied, the affected party should ordinarily be given written notice and a reasonable opportunity to remedy it.

On termination, the Partner must stop representing itself as an active Program participant and cease any unauthorised use of Kinstone’s branding.

Termination does not automatically terminate a separate client contract, referral agreement or other written commercial arrangement. Existing agreements, accrued payment rights and obligations intended to survive termination remain governed by their applicable terms.

13. Changes to these Terms

Kinstone may update these Terms from time to time by publishing a revised version on its website and identifying the applicable effective date.

Where a change materially affects existing Partners, Kinstone will take reasonable steps to notify them.

Changes will not retrospectively alter accrued rights or override an existing written commercial agreement without the agreement required by that contract or applicable law.

Continued participation after revised Terms take effect constitutes acceptance only to the extent permitted by applicable law and the circumstances of the relevant relationship. Where affirmative acceptance is legally required, Kinstone will obtain it.

14. General provisions

These Terms govern general participation in the Program and do not replace a separate written agreement dealing with a specific referral, commercial arrangement or client engagement.

If a provision of these Terms is unenforceable, it will be read down to the extent legally permitted or severed where necessary, without affecting the remaining provisions.

A failure or delay in exercising a right does not waive that right.

Notices under these Terms may be sent to the business email addresses nominated by the relevant parties.

15. Governing law

These Terms are governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and courts entitled to hear appeals from them.

These Terms should be read alongside Kinstone Co’s Privacy Policy and any separate written agreement applicable to a particular commercial arrangement.