Partner Agreement

Operated by: N.S. IT SERVICES PTY LTD (ABN 75 122 740 121 / ACN 122 740 121)

Platform: TheDeskMonitor — accessible at thedeskmonitor.com

Effective Date: 2026-08-02

Last Updated: 2026-08-02  |  Governing law: New South Wales, Australia

Section 1 — Agreement and Parties

1.1 Parties

These Partner Terms of Service (the "Partner Agreement") are a legally binding contract between:

• N.S. IT SERVICES PTY LTD ("TheDeskMonitor", "we", "us", "our") — the operator of the TheDeskMonitor platform; and
• You, the individual or entity that has applied for and been accepted into the TheDeskMonitor Partner Program ("Partner", "you", "your").

1.2 Acceptance

By completing the Partner registration process, clicking "I Accept" on the Partner Agreement modal, or by continuing to participate in the Partner Program after being notified of any update to this Agreement, you confirm that you have read, understood, and agree to be bound by this Partner Agreement in its entirety.

1.3 Relationship

You are an independent contractor. Nothing in this Partner Agreement creates an employment, agency, joint venture, or partnership relationship between you and TheDeskMonitor. You have no authority to bind TheDeskMonitor to any commitment or contract with a third party. You are solely responsible for all taxes, insurance, and statutory obligations arising from your participation as a Partner.

Section 2 — Eligibility and Registration

2.1 Eligibility Requirements

To be eligible to participate in the Partner Program, you must:

• (a) Be at least 18 years of age;
• (b) Be a legal entity or an individual with capacity to enter into binding contracts in your jurisdiction;
• (c) Not be a direct competitor of TheDeskMonitor in the employee monitoring software space;
• (d) Not be a current employee or contractor of N.S. IT SERVICES PTY LTD;
• (e) Provide accurate, complete, and current registration information; and
• (f) Comply with all applicable laws and regulations in your jurisdiction relating to referral marketing, commission-based sales, and financial disclosure.

2.2 Registration Process

Partner registration is self-service and automated. You register via the TheDeskMonitor registration wizard at /Account/Register?role=partner. Completing registration creates a Partner account with TenantId = null — you are not a Tenant of the platform and your account does not carry monitoring-feature entitlements.

Upon registration, you must accept this Partner Agreement via the in-portal agreement modal before accessing any Partner Portal functionality.

2.3 Account Security

You are responsible for maintaining the security and confidentiality of your Partner account credentials. You must notify us immediately at support@thedeskmonitor.com if you become aware of any unauthorised access to your account. TheDeskMonitor is not liable for any loss or damage arising from your failure to maintain account security.

Section 3 — The Partner Program

3.1 How the Program Works

As a Partner, you may create referral links and codes via your Partner Dashboard. When a business registers for a TheDeskMonitor account using your referral link and subsequently activates a paid subscription, you earn a commission calculated as a percentage of that business's monthly recurring revenue (MRR) as billed by Paddle (our Merchant of Record), net of Paddle processing fees.

3.2 Referral Attribution

A referral is attributed to you when:

• (a) A prospective business clicks your referral link and a referral cookie is set on their browser;
• (b) The same browser is used to register for a TheDeskMonitor account within 365 days of cookie placement; and
• (c) That account is upgraded to a paid subscription plan.

TheDeskMonitor uses last-click attribution. If a prospect visits via multiple referral links before registering, the most recent referral link at the time of registration is credited.

3.3 Prohibited Referral Methods

You must not:

• (a) Use your own referral link to refer yourself or any entity you control or own — self-referral is automatically blocked by our platform and constitutes a material breach of this Agreement;
• (b) Engage in spam, unsolicited bulk email, or any communication that violates the Spam Act 2003 (Cth) or equivalent legislation in your jurisdiction;
• (c) Make misrepresentations about TheDeskMonitor's products, pricing, or capabilities;
• (d) Use TheDeskMonitor's trademarks, logos, or brand assets without our prior written consent;
• (e) Refer businesses in violation of any applicable trade sanctions, export controls, or restricted-party lists; or
• (f) Use paid advertising that targets TheDeskMonitor's brand terms on search engines without our prior written consent.

Section 4 — Commission Structure

4.1 Commission Rates

Your commission rates are displayed in the Confidential Section of this page (visible after login to your Partner Portal) and in your Partner Dashboard. The applicable rate is frozen at the time each referred subscription is activated (see Section 4.4).

All rates are expressed as a percentage of net MRR after deduction of Paddle Merchant of Record (MoR) processing fees. Commission is not earned on taxes, setup fees, or one-time charges. The per-Partner rate displayed in the Confidential Section is authoritative and prevails in the event of any ambiguity.

Current rates are disclosed at the time of Partner registration and are accessible at all times in your authenticated Partner Dashboard.

4.2 Recurring Commission Cap

Recurring commission is payable for a maximum of 12 consecutive billing months per referred Tenant subscription. No commission accrues after the 13th month of the referred Tenant's subscription.

4.3 Annual Billing Tenants

When a referred Tenant pays on an annual billing cycle, commission is calculated on a monthly-equivalent basis (annual amount divided by 12). Twelve separate monthly commission accruals are created, each with its own 60-day hold period (see Section 5.2).

4.4 Rate Freezing

The commission rate applicable to each referred Tenant is frozen at the rate in effect at the time of subscription activation and recorded against that referral entry. Subsequent rate changes apply only to new referrals going forward. Existing referral entries are not retroactively adjusted.

4.5 Minimum Payout Threshold

Commission is not disbursed until your cumulative unpaid commission balance equals or exceeds the minimum payout threshold displayed in your Partner Dashboard. Balances below this threshold carry forward to subsequent payment cycles. The current threshold is disclosed at registration and is visible at all times in your authenticated Partner Dashboard.

4.6 Tax Withholding Documentation

Before your first commission payout, you are required to provide:

• US persons: A completed IRS Form W-9
• Non-US persons: A completed IRS Form W-8BEN (or W-8BEN-E for entities)

Commission disbursement is suspended until the required tax form is received and accepted by TheDeskMonitor.

Section 5 — Commission Accrual, Hold Periods, and Payout

5.1 Commission Accrual

Commission accrues at the point a referred Tenant's Paddle subscription event (subscription activated, renewed, or payment received) is processed by our platform. The accrual is recorded in your Partner statement at that time. However, an accrual in "Calculated" status is not yet payable — it remains subject to the hold period under Section 5.2.

5.2 60-Day Hold Period

Each commission accrual is subject to a 60-day hold period commencing from the first day of the billing month for which it is calculated. The purpose of this hold period is to protect against customer refund requests (see Section 6) and Paddle payment reversals. Commission advances from "Calculated" to "Due" status once the 60-day hold period has elapsed. Commission in "Due" status is eligible for disbursement subject to Section 4.5.

5.3 Payout Process — Wise (Draft Mode)

TheDeskMonitor processes Partner commission payouts via Wise. When your balance reaches the payout threshold and commission is in "Due" status, our platform initiates a Wise transfer in draft mode — a transfer record is created in Wise but funds are NOT automatically debited or sent. A human TheDeskMonitor administrator reviews and executes the transfer in the Wise dashboard. You will be notified via the Partner Portal and by email when a transfer has been initiated and when it reaches a terminal state (completed or cancelled).

You are responsible for ensuring your Wise account email address is current and correctly entered in your Partner Dashboard. TheDeskMonitor is not liable for failed transfers attributable to incorrect Wise account details.

5.4 Payout Currency

Commission is calculated and paid in United States Dollars (USD). Currency conversion (if required for your Wise account) is handled by Wise at Wise's prevailing exchange rate at the time of transfer execution. TheDeskMonitor is not responsible for currency conversion losses or Wise fees.

5.5 Invoice Requests

When your Due commission balance equals or exceeds the minimum payout threshold displayed in your Partner Dashboard, you may submit an invoice request via the Partner Portal. Submitting an invoice request notifies TheDeskMonitor staff that your balance is ready for disbursement. Invoice requests are processed on a reasonable-endeavours basis. Submitting multiple consecutive invoice requests for the same balance does not accelerate processing.

Section 6 — Clawback Policy

6.1 Pre-Payout Cancellations

If a referred Tenant cancels their subscription or the subscription is refunded before the relevant commission accrual reaches "Due" status, the accrual is cancelled and no commission is payable for that period.

6.2 Post-Payout Chargebacks

If a Paddle chargeback or payment reversal occurs after commission has already been paid to you, TheDeskMonitor will create a clawback adjustment against your Partner statement. The clawback amount is offset against future commission accruals. If your net commission balance becomes zero or negative, all further payouts are suspended until the balance recovers through future accruals.

6.3 Clawback Schedule Based on Subscription Duration

Clawback exposure is structured as follows:

6.4 Fraud Flag

If the total value of clawback adjustments against your Partner account exceeds 50% of your total lifetime earned commission, TheDeskMonitor may flag your account for fraud review and suspend all pending payouts pending investigation. TheDeskMonitor staff will notify you and provide an opportunity to respond before any permanent action is taken.

Section 7 — Agreement Term and Renewal

7.1 Term

This Partner Agreement commences on the date you accept it via the Partner Portal and continues for the current financial year (FY), where financial year is defined as 1 July to 30 June (Australian Financial Year).

7.2 Annual Renewal

This Agreement renews automatically at the end of each financial year for a further one-year term, unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.

Section 8 — Amendments to This Agreement

8.1 Commission and Payout Terms — 30-Day Notice Required

TheDeskMonitor will provide at least 30 days' written notice to all Partners before implementing any change to:

• Commission rates (first-month rate or recurring rate);
• Payout hold periods;
• Clawback policy conditions; or
• Minimum payout threshold.

Written notice will be provided via email to your registered address and via an in-portal notification. The notice will specify the new rate or threshold, the date on which the variation takes effect ("Variation Date"), and your right to terminate under Section 8.1(a) below.

(a) Right to terminate on variation: If you do not accept a notified variation, you may terminate this Agreement without penalty by providing written notice to TheDeskMonitor at any time before the Variation Date. If you continue to participate in the Partner Program on or after the Variation Date, you will be deemed to have accepted the varied rate or threshold.

(b) Accrued entitlements: Any variation applies only to referrals activated on or after the Variation Date. Commission entitlements accrued before the Variation Date are not affected by the variation.

8.2 All Other Terms — Same-Day Effect

All other amendments to this Agreement (including changes to eligibility requirements, prohibited referral methods, liability provisions, and governing law) take effect on the day we publish the updated Agreement. We will notify you by email and in-portal notification of any such change. Continued participation in the Partner Program after the update is published constitutes your acceptance of the updated Agreement.

Section 9 — Confidentiality

9.1 Confidential Information

Your commission rate (including any per-Partner override), your commission balance, your Wise account details, and the specific terms of any custom arrangement with TheDeskMonitor are confidential. You agree not to disclose these details to any third party.

The fact that a public Partner Program exists is not confidential — TheDeskMonitor may publish general information about the existence and nature of the program. Specific per-Partner rates are confidential and are accessible only in the authenticated Confidential Section of your Partner Terms page.

Section 10 — Suspension and Termination

10.1 Termination by Partner

You may terminate this Agreement at any time by providing written notice to support@thedeskmonitor.com. Termination takes effect 30 days after notice is received, or immediately if all of your pending commission accruals are in "Calculated" or "Cancelled" status.

10.2 Suspension or Termination by TheDeskMonitor

TheDeskMonitor may suspend or terminate this Agreement with immediate effect if:

• (a) You engage in any prohibited referral method listed in Section 3.3;
• (b) You make misrepresentations to prospective Tenants about TheDeskMonitor's products or services;
• (c) Your referral activity generates a fraud flag under Section 6.4;
• (d) You breach any other material obligation under this Agreement; or
• (e) TheDeskMonitor decides to discontinue the Partner Program in whole or in part — in this case, 60 days' written notice will be provided to all active Partners.

10.3 Effect of Termination

Upon termination:

• (a) You will retain entitlement to any commission that was already in "Due" status at the time of termination, subject to the fraud flag gate and clawback provisions;
• (b) Commission still in "Calculated" status at the time of termination is forfeited unless it advances to "Due" status within 60 days following termination;
• (c) Your Partner Portal access will be suspended on the effective date of termination;
• (d) Your referral links will be deactivated and will no longer track conversions.

Section 11 — Intellectual Property

11.1 TheDeskMonitor Brand Assets

TheDeskMonitor grants you a limited, non-exclusive, non-transferable licence to use our approved Partner badge, referral link, and any co-branded materials we make available to you, solely for the purpose of promoting the Partner Program to prospective Tenants. This licence terminates automatically on termination of this Agreement.

You must not alter, modify, or misrepresent our brand assets. You must not use our trademarks or brand name in a domain name, trading name, or social media handle without our prior written consent.

Section 12 — Limitation of Liability

12.1 Cap on Liability

To the maximum extent permitted by applicable law, TheDeskMonitor's total aggregate liability to you under or in connection with this Partner Agreement — whether arising in contract, tort (including negligence), statute, or otherwise — shall not exceed the total commission paid to you by TheDeskMonitor in the 12 months immediately preceding the event giving rise to the claim.

12.2 Exclusion of Consequential Loss

To the maximum extent permitted by applicable law, TheDeskMonitor is not liable to you for any indirect, incidental, special, consequential, or punitive damages, including loss of expected commission from future referrals, loss of business opportunity, or reputational harm.

12.3 Savings Clause

Nothing in this Section limits or excludes TheDeskMonitor's liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.

12.4 Australian Consumer Law

Nothing in this Agreement excludes, restricts, or modifies any right, remedy, guarantee, warranty, or other term or condition implied or imposed by the Australian Consumer Law that cannot lawfully be excluded or limited.

Section 13 — Governing Law and Disputes

13.1 Governing Law

This Partner Agreement is governed by and construed in accordance with the laws of New South Wales, Australia.

13.2 Dispute Resolution

In the event of any dispute arising out of or in connection with this Agreement, the parties agree to first attempt resolution through good-faith direct negotiation. If the dispute is not resolved within 30 days of written notice of the dispute, either party may refer the matter to mediation in Sydney, New South Wales. If mediation fails, the dispute shall be referred to the courts of New South Wales.

13.3 Exclusion of CISG

The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement.

Section 14 — General Provisions

14.1 Entire Agreement

This Partner Agreement, together with any per-Partner commission schedule displayed in your Confidential Terms section, constitutes the entire agreement between the parties relating to the Partner Program and supersedes all prior negotiations, representations, or agreements.

14.2 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

14.3 Waiver

A party's failure or delay in exercising any right or remedy under this Agreement does not constitute a waiver of that right or remedy.

14.4 Notices

Notices under this Agreement shall be delivered to:

• TheDeskMonitor: legal@thedeskmonitor.com
• Partner: The email address registered to your Partner account

14.5 Assignment

You may not assign, transfer, or sub-licence your rights or obligations under this Agreement without TheDeskMonitor's prior written consent. TheDeskMonitor may assign this Agreement without notice in the context of a merger, acquisition, or sale of substantially all of our assets.

14.6 Partner Claim Authority

If you believe you referred an organisation to TheDeskMonitor before that organisation registered their tenancy, you may submit a Tenancy Claim via your Partner Dashboard. By initiating a claim you represent and warrant that: (a) you genuinely introduced the named organisation to TheDeskMonitor; (b) you have obtained, or are authorised to seek, the consent of the organisation's Account Owner to the proposed referral relationship; and (c) you understand that approval of the claim creates a binding referral record under this Agreement subject to the same commission terms, hold periods, and clawback provisions that apply to referrals made at time of registration. TheDeskMonitor may auto-approve or refer claims for SuperAdmin review at its sole discretion. Approved claims are final and may not be revoked by either party except in the case of fraud or material misrepresentation.

Appendix A — Commission Accrual Status Reference

This appendix is informational. It describes the commission status lifecycle that Partners can observe in their Partner Dashboard.