Partner Agreement

1. Definitions

In this Agreement, the following terms have the meanings set out below:

• "Agreement" means this Partner Agreement, including any schedules, amendments, and policies incorporated by reference
• "Company" means Recast Designs, the operator of the Recast Rewards platform
• "Partner" means the individual or entity registered on the Platform as a referral partner
• "Platform" means the Recast Rewards partner portal at recast-rewards.web.app
• "Referral" means a business lead submitted by a Partner through the Platform
• "Referred Client" means a business introduced by the Partner that enters into a services agreement with Recast Designs
• "Qualified Referral" means a Referral that meets all eligibility criteria set out in Section 5
• "Commission" means the flat fee payable to the Partner upon successful conversion of a Qualified Referral
• "Closed Deal" means a services agreement executed between Recast Designs and a Referred Client, accompanied by receipt of the kickoff payment from that client
• "Services" means web design, mobile application development, and related digital services offered by Recast Designs

2. Appointment and Relationship

Subject to the terms of this Agreement, the Company appoints the Partner as a non-exclusive referral partner for the purpose of introducing prospective clients to Recast Designs.

The parties expressly agree that:

• The Partner is an independent contractor, not an employee, agent, joint venture partner, or franchisee of Recast Designs
• The Partner has no authority to bind the Company to any contract, obligation, or representation
• The Partner is not entitled to any employee benefits, superannuation, social security contributions, or similar entitlements from the Company
• The Partner is solely responsible for all taxes, levies, and obligations arising from commissions received under this Agreement
• This is a non-exclusive arrangement; the Company may engage other referral partners simultaneously

3. Partner Obligations

The Partner agrees to:

• Submit referrals in good faith, providing accurate and complete information to the best of their knowledge
• Represent Recast Designs in a professional, honest, and accurate manner at all times
• Not make any promises, guarantees, or representations about Recast Designs' services, pricing, or timelines that have not been expressly authorised in writing by the Company
• Obtain appropriate consent before sharing contact details of referred businesses with the Company, where required by applicable data protection laws
• Promptly disclose to the Company any conflicts of interest, including referrals involving businesses in which the Partner has a financial interest
• Comply with all applicable laws, regulations, and professional standards in the Partner's jurisdiction
• Maintain the confidentiality of all non-public information disclosed by Recast Designs in connection with this Agreement

4. Referral Submission Process

To submit a referral, Partners must:

1. Log in to the Platform at recast-rewards.web.app
2. Complete the referral submission form with the required information, including the business name, contact person, contact information, service type, and relevant context
3. Submit the form through the Platform's dashboard

Upon submission, the referral will be assigned a status of "Submitted" and will progress through the Company's sales pipeline. The Partner can monitor the status of all submitted referrals through the Platform dashboard in real time.

Referrals submitted outside the Platform (e.g., via email or verbal introduction) are not eligible for commission unless explicitly confirmed in writing by Recast Designs prior to commencement of any client engagement.

The Company will use commercially reasonable efforts to follow up on submitted referrals in a timely manner, but makes no guarantee as to the timing of its sales process.

5. Referral Eligibility Conditions

A referral qualifies for a commission only when all of the following conditions are satisfied:

1. Platform Submission: The referral was submitted through the Platform prior to any direct contact between the Referred Client and Recast Designs
2. New Client: The Referred Client is not a current or former client of Recast Designs, and has not been in discussions with Recast Designs in the 12 months preceding the referral submission
3. Genuine Introduction: The Partner had a genuine prior relationship or interaction with the Referred Client or their representative
4. No Competing Referral: No other partner has submitted the same business as a referral within the preceding 90 days. In the case of duplicate submissions, the earliest recorded submission on the Platform takes precedence
5. Closed Deal: The Referred Client executes a services agreement with Recast Designs and pays the project kickoff fee in full
6. Good Standing: The Partner's account is active and in good standing at the time the Closed Deal is recorded

6. Commission Structure

Subject to the eligibility conditions in Section 5, the Company will pay the Partner the following flat commissions upon a Closed Deal:

All commission amounts are stated in United States Dollars (USD). Commission amounts are fixed flat fees and are not subject to adjustment based on the final project value, payment plan, or scope modifications agreed between Recast Designs and the Referred Client.

The Company reserves the right to modify the commission structure with 30 days' written notice to active partners. Modified rates will apply to referrals submitted after the effective date of the change. Referrals submitted before the change date will be assessed under the commission structure in effect at the time of submission.

7. Commission Payment Terms

7.1 Payment Trigger

Commission becomes payable to the Partner when the Referred Client has signed the services agreement with Recast Designs and the kickoff payment (or first payment instalment) has been received and cleared by Recast Designs.

7.2 Payment Timeline

Subject to Section 7.1 and to there being no dispute regarding the referral, Recast Designs will process and transfer the applicable commission to the Partner within 3–5 business days of the payment trigger.

7.3 Payment Method

Commissions are paid via bank transfer or such other method as agreed between the parties. The Partner is responsible for providing and maintaining accurate payment details. The Company will not be liable for delays or failed payments caused by incorrect payment information provided by the Partner.

7.4 Currency and Taxes

All commissions are paid in USD or the equivalent in the agreed currency at the prevailing exchange rate at the time of payment. The Partner is solely responsible for all income taxes, withholding taxes, value-added taxes, and other fiscal obligations arising from commission income. The Company will not withhold taxes on behalf of the Partner unless required by applicable law.

7.5 No Advance Payments

The Company does not make advance commission payments. No commission is owed until a Closed Deal is recorded in accordance with the terms of this Agreement.

8. Disputed and Forfeited Commissions

8.1 Disputes

If a Partner believes a commission has been incorrectly withheld or calculated, they must raise the dispute in writing to info@recastdesigns.com within 30 days of the relevant Closed Deal date. Disputes raised after this period will not be considered.

The Company will investigate and respond to disputes within 14 business days.

8.2 Forfeiture

A Partner forfeits their right to unpaid commissions if:

• Their account is terminated due to a breach of this Agreement or the Terms of Service
• The Referred Client cancels the services agreement before the kickoff payment is received
• The referral is found to have been submitted fraudulently or in bad faith
• The Partner fails to raise a dispute within the 30-day window specified in Section 8.1

8.3 Clawbacks

If a commission is paid and the Referred Client subsequently cancels their agreement and receives a full refund within 30 days of the kickoff payment, Recast Designs reserves the right to reclaim the commission paid. The Partner agrees to reimburse any such clawed-back commission within 14 days of notification.

9. Tier Programme

Recast Rewards operates a voluntary tier progression system that recognises partner performance. Tiers are determined by the cumulative number of Closed Deals attributed to the Partner:

• Bronze: 0–1 Closed Deals — entry tier, all standard programme benefits
• Silver: 2–4 Closed Deals — priority response from the Recast Designs team
• Gold: 5–9 Closed Deals — featured recognition in the partner community
• Platinum: 10+ Closed Deals — top-tier partner status and maximum recognition

Tier benefits are provided at Recast Designs' discretion and are subject to change. Tier status does not affect commission rates, which remain fixed as set out in Section 6.

10. Confidentiality

Each party agrees to keep confidential all non-public, proprietary, or commercially sensitive information disclosed by the other party in connection with this Agreement ("Confidential Information"), and not to disclose such information to any third party without prior written consent.

Confidential Information includes but is not limited to: client names and contact details, deal values, commission records, Platform infrastructure and technology, and business strategies.

This obligation does not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was already known to the receiving party prior to disclosure
• Is required to be disclosed by applicable law or court order

Confidentiality obligations survive termination of this Agreement for a period of 3 years.

11. Representations and Warranties

Each party represents and warrants to the other that:

• It has full legal capacity and authority to enter into this Agreement
• Entry into this Agreement does not violate any other agreement or obligation to which it is a party
• It will comply with all applicable laws and regulations in performing its obligations under this Agreement

The Partner additionally represents and warrants that:

• All referral information submitted is accurate and submitted in good faith
• The Partner has not been convicted of any fraud, financial misconduct, or offences involving dishonesty
• The Partner will not misrepresent Recast Designs' services, pricing, or capabilities to prospective clients
• The Partner has complied with all applicable data protection laws in sharing contact information of referred businesses

12. Prohibited Conduct

The Partner must not:

• Submit fabricated, duplicate, or bad-faith referrals
• Offer incentives, kickbacks, or side arrangements to referred businesses in exchange for agreeing to engage Recast Designs
• Represent themselves as an employee or agent of Recast Designs
• Make any binding commitments on behalf of Recast Designs, including promises about pricing, scope, or timelines
• Directly solicit existing Recast Designs clients for competing services during the term of this Agreement and for 12 months thereafter
• Use the Platform to promote, market, or solicit business for any third-party services competing with Recast Designs
• Engage in conduct that brings Recast Designs or the Recast Rewards brand into disrepute

13. Intellectual Property and Branding

The Company grants the Partner a limited, revocable, non-exclusive licence to use the "Recast Rewards" name and approved brand materials solely for the purpose of referring prospective clients in accordance with this Agreement.

The Partner must not:

• Alter, modify, or create derivative works based on any Recast Designs branding or materials
• Use Recast Designs' intellectual property in any way that implies a deeper relationship than that of an independent referral partner
• Register domain names, social media handles, or business names that incorporate "Recast Rewards" or "Recast Designs"

All intellectual property rights in the Platform and the Company's materials remain exclusively with Recast Designs.

14. Term and Termination

14.1 Term

This Agreement commences on the date the Partner creates a Recast Rewards account and continues until terminated by either party.

14.2 Termination by Either Party

Either party may terminate this Agreement at any time by providing written notice to the other party. The Partner may terminate by contacting info@recastdesigns.com.

14.3 Immediate Termination by Company

The Company may terminate this Agreement immediately and without notice if the Partner:

• Commits a material breach of this Agreement or the Terms of Service
• Engages in fraudulent, abusive, or illegal conduct
• Misrepresents Recast Designs' services or makes unauthorised commitments on the Company's behalf
• Acts in a manner that is detrimental to Recast Designs' reputation or business interests

14.4 Effect of Termination

Upon termination:

• The Partner's access to the Platform will be revoked
• Commissions for Closed Deals completed before the termination date will be paid in accordance with this Agreement, subject to the forfeiture provisions of Section 8.2
• Commissions for referrals still in the pipeline at the time of termination are forfeited unless otherwise agreed in writing
• Obligations of confidentiality, non-solicitation, and intellectual property survive termination

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL LIABILITY TO THE PARTNER UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID TO THE PARTNER IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING LOSS OF PROFITS OR ANTICIPATED EARNINGS FROM REFERRALS THAT DID NOT CONVERT.

The Company makes no guarantee that any submitted referral will result in a Closed Deal or commission payment.

16. Entire Agreement and Amendments

This Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior negotiations, representations, or agreements.

The Company may amend this Agreement by providing at least 30 days' written notice to active partners via email or through a notice posted on the Platform. Continued use of the Platform after the effective date of any amendment constitutes the Partner's acceptance of the amended terms.

No waiver by either party of any breach of this Agreement shall constitute a waiver of any subsequent breach.

17. Governing Law

This Agreement shall be governed by and construed in accordance with the laws applicable in the jurisdiction in which Recast Designs operates. Any dispute arising out of or in connection with this Agreement that cannot be resolved by good-faith negotiation shall be referred to binding arbitration or the courts of competent jurisdiction as determined by the Company.

The parties agree that any dispute shall be resolved on an individual basis and not as part of any class or representative action.

18. Acceptance

By registering an account on the Recast Rewards Platform, the Partner:

• Confirms they have read and understood this Agreement in full
• Agrees to be legally bound by its terms
• Acknowledges that electronic acceptance constitutes a valid and binding agreement equivalent to a written signature
• Agrees that the Terms of Service and Privacy Policy are incorporated into this Agreement by reference