Referral Program

Last Updated: 2 October 2026

Referral Program Agreement Terms

Standard Terms incorporated by reference into the CorePlan Referral Program Agreement

Parties & Recitals

These CorePlan Referral Program Agreement Terms ("Terms") apply to and govern all referral arrangements between Spring Cloud Tech Pty Ltd trading as CorePlan (ABN 88 626 892 787) ("CorePlan") and the party participating in the referral program ("Participant", "Client"), as identified in any executed Referral Program Agreement.

Recitals

A. The Parties recognise that they are each operating in complementary areas of business and wish to collaborate by sharing their expertise and connections with the aim of creating mutually beneficial opportunities.

B. In consideration of mutual contributions and incentives set out in the applicable Referral Program Agreement, the Parties agree to participate in collaboration efforts whereby the Participant will refer prospective customers to CorePlan on the terms and conditions set out herein.

OPERATIVE PROVISIONS

1. Definitions and Interpretation

1.1 Definitions

Agreement: these Terms, together with the executed Referral Program Agreement, and any applicable schedules, attachments, and annexures incorporated by reference.

Anti-Corruption Laws: any anti-corruption or anti-bribery Law of the Commonwealth of Australia, the law of the State of Western Australia, or laws applicable to CorePlan or the Participant (including any applicable common law, law of equity, written law, statute, regulation, or instrument made under statute or by any governmental authority).

Applicable Laws: all applicable laws, statutes, regulations, and codes from time to time in force; common law and equity; and any decision, rule, ruling, binding order, interpretative decision, directive, guideline, request, or requirement of any government agency or authority with which the relevant party is legally required to comply, in any country, state, or territory in which obligations under this Agreement are carried out.

Business Day: a day on which banks are open for business in Perth, Western Australia, excluding a Saturday, Sunday, public holiday in Perth, Western Australia, and 27, 28, 29, 30, and 31 December.

Commencement Date: the commencement date specified in the executed Referral Program Agreement.

Completion Date: the expiry or completion date specified in the executed Referral Program Agreement, representing the end of the term of this Agreement. This Agreement ends no later than the expiry date or termination of the original services agreement between CorePlan and the Participant.

Converted Lead: a Proposed Lead that becomes a CorePlan Customer in accordance with clause 6.

In-Kind Contribution(s): the non-cash or promotional contribution(s) that each Party offers under this Agreement or as specified in the Referral Program Agreement.

Insolvency Event: where a party suspends or threatens to suspend payment of its debts or is unable to pay its debts as they fall due; a petition is filed or order made for winding up; an administrator, receiver or liquidator is appointed; execution or distress is levied against its assets; or any equivalent event occurs in any jurisdiction.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks, business names and domain names, goodwill, rights in designs, computer software, database rights, rights in confidential information, trade secrets, and all other intellectual property rights, whether registered or unregistered, including all applications and rights to apply for such rights globally.

CorePlan Customer: an active and paying customer that subscribes to CorePlan Software for at least 1 year (or such other period as specified in the Referral Program Agreement).

Party: a party to this Agreement (CorePlan or the Participant), and "Parties" means both of them.

Prohibited Jurisdiction: Russia, the Democratic People's Republic of Korea, Iran, Syria, Libya, or jurisdiction(s) as nominated by CorePlan from time to time and communicated in writing to the Participant.

Proposed Lead: a potential new customer of the Software whose details are provided by the Participant to CorePlan in accordance with clause 6.

Referral: the Participant referring a Proposed Lead to CorePlan in accordance with this Agreement.

Referral Date: the date the Participant refers a Proposed Lead to CorePlan in writing as set out in clause 6.1.

Referral Discount / Incentive: the discount, or commercial incentive specified in the executed Referral Program Agreement.

Referral Program Agreement: the executed agreement, order form, or letter agreement between CorePlan and the Participant setting out the commercial terms, target commitments, discounts, and incentives governing the referral relationship.

Sanctions: any country, person, or territory against which sanctions are imposed, administered, or enforced from time to time by Australia, the United States, the United Kingdom, the EU, EU Member States, Switzerland, the United Nations Security Council, or any other relevant jurisdiction.

Software: the executable code of software applications developed by CorePlan and supplied to its customers, including configuration, patches, interface applications, bespoke modifications, and related products and services.

1.2 Interpretation

1.2.1 Clause, Schedule, and paragraph headings shall not affect the interpretation of this Agreement. References to clauses and Schedules are to clauses and Schedules of this Agreement.

1.2.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.2.3 A reference to a company shall include any company, corporation, or other body corporate, wherever and however incorporated or established.

1.2.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.2.5 Unless the context otherwise requires, a reference to one gender shall include a reference to the other gender.

1.2.6 This Agreement shall be binding on, and apply to the benefit of, the parties to this Agreement and their respective personal representatives, successors, and permitted assigns.

1.2.7 A reference to a law, statute, or statutory provision is a reference to it as amended, extended, or re-enacted from time to time and includes all subordinate legislation.

1.2.8 A reference to writing or written includes email.

1.2.9 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.2.10 Any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the preceding terms.

1.2.11 Other parts of speech and grammatical forms of a word or phrase defined in this Agreement have a corresponding meaning.

1.2.12 A reference to "$" or "A$" is to Australian currency, unless otherwise specified in the Referral Program Agreement.

1.2.13 A reference to a month is a reference to a calendar month.

1.2.14 No provision of this Agreement will be construed adversely to a party solely on the ground that the party was responsible for the preparation of this Agreement or that provision.

1.2.15 A reference to the consent of a party means the prior written consent of that party.

1.2.16 Where time is to be reckoned by reference to a day or event, that day or event will be excluded. Where the day on or by which anything is to be done is not a Business Day, that thing must be done on or by the next Business Day.

1.2.17 In the event of any inconsistency or conflict between these Web Terms and the executed Referral Program Agreement, the executed Referral Program Agreement shall prevail to the extent of the inconsistency.

2. Commencement, Scope and Term

2.1 This Agreement shall commence on the Commencement Date and shall continue until the Completion Date, unless terminated earlier in accordance with clause 15.

2.2 The Completion Date may be extended by mutual agreement evidenced in writing and signed by both parties.

2.3 Any obligations other than those stated in clauses 4 and 5, such as consultancy or advice services for cash or monetary consideration, shall be the subject of a separate agreement.

3. Performance

3.1 Each Party will ensure that their obligations under the Agreement are carried out to the best of its skill and ability in a safe, timely, efficient, and professional manner and observing the ethics that apply to its profession.

3.2 Each Party must provide at its own cost all necessary personnel, equipment, know-how, skills, and supplies to carry out and perform their obligations in accordance with the Agreement.

3.3 In the performance of the Agreement, each Party:

(a) warrants that its personnel have the necessary skills, qualifications, and experience to provide the Services;

(b) warrants that the Services will be provided to the standard of skill and care normally exercised by qualified and experienced professionals;

(d) shall not at any time intentionally do anything which directly or indirectly may impair or be likely to impair the good name and reputation of the other Party.

4. CorePlan's Obligations

4.1 CorePlan shall provide the following contributions and commitments:

(a) provide training to the Participant as specified in the Referral Program Agreement;

(b) follow up on a Proposed Lead received from the Participant to promote CorePlan's Software with the aim to convert the Proposed Lead to a Converted Lead on a reasonable efforts basis; and

(c) pay or credit to the Participant the Referral Discount or applicable incentive within thirty (30) days of a Proposed Lead becoming a Converted Lead in accordance with the Referral Program Agreement.

4.2 CorePlan may amend, suspend, or change its products in any way from time to time. CorePlan is not required to notify the Participant of any amendment, suspension, or change to any of its products.

5. Participant's Obligations

5.1 The Participant shall:

(a) refer Proposed Leads to CorePlan in accordance with the targets, minimum commitments, and criteria specified in the Referral Program Agreement; and

(b) provide updates and market intelligence regarding similar software solutions that compete with CorePlan Software.

5.2 The Participant must not:

(a) give or make any guarantees, commitments, or warranties in relation to any CorePlan Software (including performance or capabilities), nor make any misleading or deceptive statements in relation to CorePlan Software;

(b) charge a fee or accept any payment from the Proposed Lead or Converted Lead in relation to an introduction or Referral, licensing CorePlan Software, or in any matter related to CorePlan products. The Participant agrees that it is not entitled to grant or purport to grant licenses of CorePlan Software; or

(c) introduce or refer a Proposed Lead that accesses, uses, or (directly or indirectly) allows use of the Software in or for the benefit of any party in a Prohibited Jurisdiction.

6. Proposed Lead to Converted Lead

6.1 When the Participant refers a Proposed Lead to CorePlan, it shall provide to CorePlan the potential customer's specific legal entity details (company name, not corporate group name or trading name) and CorePlan shall check whether this legal entity or a related entity is:

(a) already in the CorePlan customer database (whether as a previous contact or sale);

(b) a customer with which CorePlan is in, or has been in, active sales discussions relating to CorePlan products or services; or

(c) likely to contravene clause 5.2(c), subject to Sanctions, or otherwise prohibited by law for CorePlan to engage with; or

(d) as determined in the Referral Program Agreement.

6.2 Where the legal entity or related entity falls into any category of clauses 6.1(a), 6.1(b), or 6.1(c), the Proposed Lead will be disqualified from becoming a Converted Lead.

6.3 Where clauses 6.1(a), (b), (c), or (d) do not apply, CorePlan will attempt to onboard the Proposed Lead to become a Converted Lead.

6.4 Where CorePlan onboards the Proposed Lead as a CorePlan Customer within the timeframes stipulated in the Referral Program Agreement from the Referral Date, the Proposed Lead becomes a Converted Lead.

7. Intentionally Left Blank

7.1 This clause is intentionally left blank.

8. Annual Review

8.1 Each year on or around the anniversary of the Commencement Date, CorePlan may perform a review of the Participant's performance under clause 5. Continuing collaboration is contingent on CorePlan being satisfied with the Participant's compliance and performance.

8.2 Where the Participant's performance does not meet or exceed the requirements of clause 5.1, CorePlan may at its sole discretion issue a notice allowing an additional period as specified by CorePlan to achieve the requirements ("Improvement Notice").

8.3 If the Participant fails to achieve the requirements during the period stated in the Improvement Notice, CorePlan may, at its sole discretion, terminate the Agreement immediately by written notice to the Participant.

8.4 If the Participant successfully meets the requirements during the Improvement Notice period, the Agreement continues and obligations for the subsequent 12-month period remain unaffected.

9. Non-Solicitation

9.1 The Participant shall not, without prior written consent of CorePlan, from the Commencement Date until six (6) months after completion or termination of this Agreement, solicit or entice away from CorePlan, or employ/attempt to employ, any person engaged as an employee of CorePlan.

9.2 Any consent given by CorePlan under clause 9.1 shall be subject to the Participant paying CorePlan a sum equivalent to 20% of the employee's annual remuneration. The parties agree this sum represents reasonable liquidated damages and not a penalty.

9.3 The Participant will not directly or indirectly approach a Converted Lead within 12 months of the Converted Lead ceasing to be a CorePlan Customer to introduce or refer any software solutions similar to CorePlan Software.

10. Intellectual Property Rights

10.1 All Intellectual Property Rights owned or held by a Party prior to the Commencement Date or created by a Party under this Agreement remain the property of that Party.

10.2 Notwithstanding clause 10.1, any changes to CorePlan's Intellectual Property Rights or changes to CorePlan's Software created after the Commencement Date vest exclusively in CorePlan upon creation.

11. Compliance with Laws and Policies

11.1 In performing obligations under this Agreement, each party shall comply with Applicable Laws, including Anti-Corruption Laws and Sanctions.

12. Confidentiality

12.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by clause 12.2.

12.2 Each party may disclose confidential information:

(a) to its employees, officers, representatives, or advisers who need to know such information for exercising rights or carrying out obligations under this Agreement (ensuring compliance with this clause); and

(b) as required by law, court order, or regulatory authority.

12.3 No party shall use the other party's confidential information for any purpose other than exercising its rights and performing obligations under this Agreement.

13. Insurance

13.1 Each Party shall effect and maintain insurance with reputable insurers against losses and risks customary for prudent companies in similar businesses (including public liability, professional indemnity, workers compensation, and motor vehicle insurance) and provide certificates of currency upon request.

14. Limitation of Liability

14.1 Nothing in this Agreement shall limit or exclude either party's liability for death or personal injury caused by negligence, fraud, or any liability which cannot be limited or excluded by Applicable Law.

14.2 Subject to clause 14.1, neither party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for loss of profits, sales, business, agreements, anticipated savings, goodwill, use/corruption of software or data, or any indirect or consequential loss.

14.3 Subject to clauses 14.1 and 14.2, the aggregate liability of CorePlan to the Client arising under or in connection with this Agreement is limited to the total Referral Discount due by CorePlan to the Participant under this Agreement in the twelve (12) months preceding the claim (or as otherwise specified in the Referral Program Agreement).

15. Termination

15.1 Without affecting any other right or remedy, either Party may terminate this Agreement immediately by written notice if:

(a) the other Party commits a material breach and fails to remedy it within ten (10) Business Days of written notice;

(b) the Party reasonably believes the other Party may cause reputational damage through its actions, associations, or media coverage; or

15.2 Either Party may terminate the Agreement at any time for convenience, without liability, by providing written notice as specified in the Referral Program Agreement (or 30 days' written notice if unspecified).

15.3 CorePlan may terminate this Agreement immediately by written notice to the Participant if a Converted Lead contravenes clause 5.2(c).

16. Consequences of Termination

16.1 On termination or expiry of this Agreement:

(a) Neither Party shall be liable for future profits that could have been earned after termination;

(b) Upon request, each Party shall return or destroy Confidential Information of the other Party; and

16.2 Termination or expiry shall not affect accrued rights, remedies, or liabilities existing at or before termination.

16.3 On termination pursuant to clause 15.3, any Referral Discount applied for a Converted Lead that contravened clause 5.2(c) is fully refundable and payable by the Participant to CorePlan on demand.

17. Force Majeure

17.1 Force Majeure Event means any circumstance beyond reasonable control, including natural disasters, epidemics, war, terrorism, government restrictions/sanctions, industrial disputes, or utility failure.

17.2 An Affected Party delayed by Force Majeure shall not be in breach, provided notice is given within 5 days and mitigation efforts are made.

17.3 If Force Majeure continues for more than 30 continuous days, either Party may terminate by giving 7 days' written notice.

18. Anti-Bribery and Corruption

18.1 The Participant must comply with CorePlan's Anti-Bribery and Corruption Policy set out in Schedule 1.

18.2 Each Party warrants that performance does not give rise to any conflict of interest.

19. Notices

19.1 Notices must be in writing and delivered by hand, prepaid post, or email to the address specified in the Referral Program Agreement.

19.2 Notices are deemed received on signature (hand delivery), 2nd Business Day (post), or next Business Day (email).

20. Multi-Tiered Dispute Resolution Procedure

20.1 Disputes must first be notified in writing and good faith negotiations held between senior executives for 30 days.

20.2 If unresolved within 30 days, the dispute shall be referred to mediation.

20.3 If unresolved within 60 days after ADR notice, the dispute shall be resolved by the courts of Western Australia.

21. Taxes

21.1 Each Party is responsible for its own taxes under Applicable Law.

21.2 If withholding tax applies to payments under this Agreement, the paying party must gross up the payment so CorePlan receives the net intended amount.

22. Governing Law

22.1 This Agreement is governed by the laws of Western Australia, and parties submit to the exclusive jurisdiction of its courts.

23. Counterparts

23.1 This Agreement and any Referral Program Agreement may be executed in counterparts.

24. General Provisions

24.1 Assignment requires prior written consent.

24.2 Variations must be in writing and signed by authorised representatives.

24.3 Waivers must be in writing.

24.4 Rights and remedies under this Agreement are cumulative.

24.5 Severability applies if any provision is found invalid or unenforceable.

24.6 Entire Agreement: This Agreement (incorporating these Web Terms and the Referral Program Agreement) supersedes all prior agreements.

24.7 Independent Contractor: The Participant acts as an independent contractor, not an employee, agent, or partner of each other. It is not the intention that either Party can bind or represent that they act on behalf of the other.

24.8 No Third-Party Rights: No person other than a party has enforcement rights.

24.9 Subcontracting requires prior written consent.

24.10 Each party bears its own costs in relation to agreement execution.

24.11 Nothing in this Agreement shall be construed as creating an agency, partnership, joint venture, or employment relationship between the Parties. Neither Party has the authority to bind or obligate the other Party in any manner whatsoever.

Schedule 1 - Anti-Bribery and Corruption Policy

1. Policy Statement

CorePlan is committed to conducting business according to ethical, professional, and legal standards. CorePlan maintains a zero-tolerance approach towards bribery and corruption.

2. Purpose

Bribery and corruption expose companies to criminal prosecution and reputational harm. All personnel and partners must operate to high ethical standards.

3. Prohibition on Bribery and Corruption

CorePlan prohibits bribery and corruption in any form. You must not offer, pay, solicit, or accept bribes or corrupt payments. Gifts and entertainment must not go beyond common commercial courtesies.

4. Political Donations & Reporting

CorePlan does not make political donations without Board approval. Suspected violations must be reported immediately to CorePlan's Board of Directors without fear of retaliation.

Registration

Collection Notice

Accuracy, completeness and
timeliness of information

Promotions and competitions

Linked sites

Intellectual property rights

No commercial use

Unacceptable activity

Warranties and disclaimers

Liability

Jurisdiction and governing law

Thank you for visiting our website. This website is owned and operated by Spring Cloud Tech Pty Ltd Trading as CorePlan (ABN 11 605 787 513) By accessing and/or using this website and related services, you agree to these Terms and Conditions, which include our Privacy Policy (available at www.coreplan.io)(Terms).You should review our Privacy Policy and these Terms carefully and immediately cease using our website if you do not agree to these Terms.

In these Terms, 'us', 'we' and 'our' means Spring Cloud TechPty Ltd Trading as CorePlan or the product also known as the Coreplan Platform.

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Collection Notice

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Accuracy, completeness and timeliness of information

The information on our website is not comprehensive and is intended to provide a summary of the subject matter covered. While we use all reasonable attempts to ensure the accuracy and completeness of the information on our website, to the extent permitted by law, including the Australian Consumer Law, we make no warranty regarding the information on this website. You should monitor any changes to the information contained on this website.

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We may, from time to time and without notice, change or add to the website (including theTerms) or the information, products or services described in it. However, we do not undertake to keep the website updated. We are not liable to you or anyone else if errors occur in the information on the website or if that information is not up-to-date.

Promotions and competitions

For certain campaigns, promotions or contests, additional terms and conditions may apply.If you want to participate in such a campaign, promotion or contest, you need to agree to the relevant terms and conditions applicable to that campaign, promotion or contest. In case of any inconsistency between such terms and conditions and these Terms, those terms and conditions will prevail.

Linked sites

Our website may contain links to websites operated by third parties. Those links are provided for convenience and may not remain current or be maintained. Unless expressly stated otherwise, we do not endorse and are not responsible for the content on those linked websites and have no control over or rights in those linked websites.

Intellectual property rights

Unless otherwise indicated, we own or license from third parties all rights, title and interest (including copyright, designs, patents, trademarks and other intellectual property rights) in this website and in all of the material (including all text, graphics, logos, audio and software)made available on this website (Content).

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Unacceptable activity

You must not do any act that we would deem to be inappropriate, is unlawful or is prohibited by any laws applicable to our website, including but not limited to:

any act that would constitute a breach of either the privacy (including uploading private or personal information without an individual's consent) or any other of the legal rights of individuals;
using this website to defame or libel us, our employees or other individuals;
uploading files that contain viruses that may cause damage to our property or the property of other individuals;
posting or transmitting to this website any non-authorised material including, but not limited to, material that is, in our opinion, likely to cause annoyance, or which is defamatory, racist, obscene, threatening, pornographic or otherwise or which is detrimental to or in violation of our systems or a third party's systems or network security.

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To the maximum extent permitted by law, including theAustralian Consumer Law, we make no warranties or representations about this website or the Content, including but not limited to warranties or representations that they will be complete, accurate or up-to-date, that access will be uninterrupted or error-free or free from viruses, or that this website will be secure.

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Liability

To the maximum extent permitted by law, including theAustralian Consumer Law, in no event shall we be liable for any direct and indirect loss, damage or expense – irrespective of the manner in which it occurs – which may be suffered due to your use of our website and/or the information or materials contained on it, or as a result of the in accessibility of this website and/or the fact that certain information or materials contained on it are incorrect, incomplete or not up-to-date.

Jurisdiction and governing law

Your use of the website and these Terms are governed by the law of Western Australia and you submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in Western Australia.