Utogi Limited — Organisation Terms & Conditions

Effective Date: 04 September 2026 Version: 003

These Organisation Terms & Conditions (these Terms) form a binding agreement between you (the Organisation) and Utogi Limited, NZBN 9429053309945 (Utogi. we, us, our).

These Terms have three parts that operate together:

• Platform Services. Utogi provides the Organisation with access to a software platform (the Platform) for creating, operating, tracking and administering referral and advocacy programs.

• Payment facilitation. Utogi operates as a marketplace and payment facilitator, using Stripe Connect, to collect Referral Commission from the Organisation and route it to the Advocate who earned it.

• Network access and the Influencer Fund. Utogi operates the Advocate Network and, out of its own fees, funds and administers the Influencer Fund from which it may make Ambassador Commission payments to Advocates.

By creating an Organisation account, integrating payment systems, launching a Program, approving an Advocate, accepting attribution through the Platform, or otherwise accessing or using the Platform, the Organisation agrees to be legally bound by these Terms.

If the Organisation does not agree to these Terms, it must not use the Platform.

1. Definitions

In these Terms:

Advocate means an individual or entity admitted to the Advocate Network under the Advocate Terms who may be approved to promote an Organisation's Program. Also referred to as an Affiliate.

Advocate Network means the network of Advocates operated by Utogi through the Platform.

Advocate Terms means Utogi 's terms of engagement with Advocates, as published by Utogi and amended from time to time.

Ambassador Commission means a payment made by Utogi to an Advocate out of the Influencer Fund in respect of that Advocate's measured Ambassador Activity, as described in clause 12 and governed by the Advocate Terms. Also referred to as an Influencer Fund Payment.

Attributable Sale means a Customer transaction recorded on the Platform as attributed to an Advocate in accordance with the applicable Program Terms, the Network default rules, and these Terms.

Connected Account means a Stripe account held by an Advocate and connected to Utogi 's Stripe Connect platform for the purpose of receiving Referral Commission.

Customer means a person or entity that purchases a product or service from the Organisation.

Hold Period means the period after an Attributable Sale is recorded, before the Referral Commission for that sale is charged and routed, as configured under clause 9.

Influencer Fund means the notional fund maintained by Utogi out of Influencer Fund Contributions and any other amounts Utogi allocates to it, from which Utogi may pay Ambassador Commission.

Influencer Fund Contribution means the portion of the Utogi Fee identified in the Set Schedule of Fees as the Organisation's contribution to the Influencer Fund.

Allocation Algorithm means Utogi’s proprietary algorithm, described in the Advocate Terms, used to determine which Advocates in a Program receive a Posting Offer and the amount allocated to each of them.

Notional Allocation means an amount Utogi records internally as allocated to the making of Posting Offers for a Program. Clause 12.7 applies to it.

Posting Offer means an invitation issued by Utogi to an Advocate under the Advocate Terms to publish content in connection with a Program in return for Ambassador Commission.

Posting Rules means the content, brand-safety and disclosure rules applicable to content published under a Posting Offer, comprising the disclosure Utogi prescribes, any rules the Organisation sets under clause 12.9, and any rules Utogi sets.

Qualifying Post means content published by an Advocate under a Posting Offer and verified by Utogi.

Ledger means Utogi 's accounting records on the Platform recording Attributable Sales, commissions, holds, reserves, adjustments, reversals, fees, deductions, payments and related entries.

Utogi Fee means the platform, subscription, technology, service, per-Program, per-Advocate, usage, processing, transition and other fees payable by the Organisation to Utogi under clause 11, including the Influencer Fund Contribution. Utogi Fees are separate from and additional to Referral Commission.

Platform means the software, infrastructure, APIs, dashboards, services, integrations and systems operated by Utogi for the management of advocate-based marketing programs and related services.

Platform Commission Fee means the portion of the Referral Commission that Utogi charges the Advocate for the Platform and marketplace services Utogi supplies to that Advocate, deducted from the Referral Commission at the point of payment as described in clause 10.6.

Program means an advocate-based marketing program created and operated by the Organisation through the Platform.

Program Terms means the rules, settings, commercial parameters and operating rules applicable to a specific Program, as configured through the Platform.

Referral Commission means the total amount payable by the Organisation to an Advocate for an Attributable Sale, as consideration for that Advocate's Referral Services, at the rate determined under clause 7.3. Referred to in the Advocate Portal as Sales Commission.

Referral Services means the referral, promotion, introduction, advocacy and customer acquisition services supplied by an Advocate to the Organisation in connection with a Program.

Set Schedule of Fees means the commercial schedule between the Organisation and Utogi specifying the applicable Referral Commission rates, the Platform Commission Fee, Utogi Fees, the Influencer Fund Contribution, payment timing and other commercial terms, as recorded in the Billing Summary in the Organisation's Program settings.

Stripe means Stripe, Inc. and its related payment processing, billing, event, payout and Connect products.

Stripe Agreements means the Stripe Services Agreement, the Stripe Connected Account Agreement and any other terms imposed by Stripe that apply to the Organisation, an Advocate or Utogi in connection with the processing of Referral Commission.

Stripe Connect means Stripe's marketplace and platform product used by Utogi to collect Referral Commission from the Organisation and route it to Advocates.

2. Acceptance and structure of these Terms

2.1 Acceptance

By creating an Organisation account, integrating payment systems, launching a Program, approving an Advocate, or otherwise accessing or using the Platform, the Organisation accepts these Terms and the applicable Set Schedule of Fees.

2.2 Three-part agreement

These Terms create three related but distinct relationships, as described at the front of these Terms: Platform Services, payment facilitation, and Advocate Network access including the Influencer Fund. All three apply together and must be read consistently. The Organisation cannot accept one without the others.

2.3 What Utogi is not

For the avoidance of doubt, and despite Utogi 's role in collecting and routing Referral Commission, Utogi is not:

• the supplier of the Referral Services (the Advocate is);

• the merchant of record for any sale of the Organisation's products or services;

• a referral partner, reseller, distributor or affiliate of the Organisation in its own right; or

• a party to the contract for the supply of Referral Services between the Organisation and an Advocate, except in its limited capacity as collection and payment agent under clause 10.

2.4 Order of precedence

To the extent of any conflict, the following order of precedence applies (highest first):

• any written addendum, amendment or side letter signed by both parties;

• the Set Schedule of Fees applicable to the Organisation;

• these Terms;

• any Program Terms or in-Platform configuration set by the Organisation.

2.5 Versioning and record of acceptance

The Platform may record the Organisation's acceptance of these Terms, including the version accepted and the date and time of acceptance. Those records may be used as evidence of acceptance.

2.6 In trade

The Organisation accesses and uses the Platform, creates and operates Programs, and enters into these Terms in trade and for the purposes of a business, and not as a consumer.

3. Platform role and scope of services

3.1 Technology and payment facilitation only

Utogi provides software, infrastructure, administrative tooling and payment facilitation. Utogi does not participate in, control or take responsibility for transactions between the Organisation and its Customers.

3.2 Organisation responsibilities

The Organisation is solely responsible for:

• product or service quality, fitness for purpose, safety and delivery;

• pricing decisions and the accuracy of product descriptions and marketing claims;

• customer service, support, complaints handling, warranty claims, returns and refunds;

• its own terms of sale, privacy notices and other customer-facing terms;

• collecting, accounting for and remitting GST, VAT, sales tax and other taxes payable on its sales to Customers;

• regulatory licensing, registrations, approvals and disclosures required in connection with its products, services or industry;

• the content, lawfulness, accuracy and use of any data, communications, workflows, campaigns, records or materials it or its approved Advocates create, upload, collect, import, store or use through the Platform; and

• ensuring that its use of CRM, contact, customer, lead, communication and automation features complies with all applicable privacy, data protection, consumer, anti-spam and marketing laws.

3.3 No agency, partnership or joint venture

Nothing in these Terms creates any partnership, joint venture, employment, fiduciary or general agency relationship between Utogi and the Organisation, other than the limited collection and payment agency expressly conferred by clause 10.2.

3.4 Feature availability is not approval

The availability of any feature, workflow, automation, AI support or LLM, CRM tool, reporting tool, compliance setting, commission structure or data field within the Platform does not constitute legal, tax, privacy, regulatory or commercial approval of the Organisation's use of it, or of any Program, Program structure or commission model operated by the Organisation.

3.5 Use across jurisdictions

The Platform may be accessed and used in multiple jurisdictions. The Organisation is responsible for ensuring that its use of the Platform, its Programs and any related activity complies with all applicable laws in the jurisdictions in which it operates or targets Customers. Utogi makes no representation that the Platform is appropriate for use in all jurisdictions and is not responsible for the Organisation's compliance with laws outside New Zealand.

4. The Organisation as merchant of record

4.1 Merchant of record

The Organisation is the merchant of record for all Customer transactions arising from its Programs. The Organisation contracts directly with the Customer, takes payment from the Customer (whether directly or through its own payment processor), supplies the product or service, and is solely responsible for the Customer relationship.

4.2 Utogi is not the seller

Utogi is not the merchant of record, seller, supplier, distributor, reseller or product agent in relation to any sale by the Organisation. Utogi does not control product or service delivery, set retail pricing, hold inventory, process Customer payments or own Customer relationships.

4.3 Compliance and licensing

The Organisation warrants that it holds, and will maintain, all licences, registrations, approvals and authorisations required to lawfully sell its products or services in every jurisdiction where it offers them through the Platform.

4.4 Restricted industries and jurisdictions

The Organisation must not use the Platform to promote, sell or operate a Program for any product, service, jurisdiction or industry that is unlawful, that is a restricted or prohibited business under the Stripe Agreements, or that requires a licence, registration, approval or disclosure the Organisation does not hold and maintain. Without limiting that:

• sanctioned jurisdictions and sanctioned persons are prohibited;

• regulated categories, including financial services, regulated investments, gambling, medicinal products and controlled substances, are permitted only with Utogi 's prior written approval and only in jurisdictions where the Organisation holds the required licences.

Utogi may refuse to support, suspend or terminate any Program on the basis of jurisdiction, industry or regulatory risk, on notice stating the reason where it is lawful and practicable to do so.

5. Eligibility, account creation and access

5.1 Account information

The Organisation must provide accurate, complete and current information when registering, and must keep it up to date. Required information may include legal entity name, jurisdiction of incorporation, registered address, business contact details, beneficial ownership information, and payment method or mandate details.

5.2 Verification

Utogi may request additional information or documentation to verify the Organisation's identity, legal status, ownership, authority, funding arrangements, payment details or compliance status, including where required by Stripe or by applicable anti-money-laundering law, and may restrict access to the Platform until that information is provided.

5.3 Rejection, suspension and restriction

Utogi may reject, suspend or restrict an application or account where the Organisation:

• operates in a prohibited or restricted industry;

• has a history of fraudulent, misleading, unlawful or abusive conduct;

• presents legal, regulatory, compliance, security, financial or reputational risk to the Platform, the Advocate Network or Stripe;

• fails to provide information or documentation reasonably requested by Utogi ;

• proposes a Program that Utogi reasonably considers unsuitable for the Platform; or

• uses, or proposes to use, the Platform in a way Utogi reasonably considers inappropriate, non-compliant or harmful.

Where Utogi exercises a right under this clause it will notify the Organisation and, where it is lawful and practicable to do so, state the reason.

5.4 Account security

The Organisation is responsible for maintaining the security of its account credentials, restricting access to authorised users, and all activity carried out through its account, including access by its personnel, contractors, agents or service providers, whether authorised or not. The Organisation must immediately notify Utogi of any suspected unauthorised access, misuse or security breach.

6. The Advocate Network

6.1 Advocates are members of the Advocate Network

Individuals and entities who join the Advocate Network do so as Advocates of Utogi under the Advocate Terms. An Advocate's membership of the Advocate Network is separate from that Advocate's participation in any particular Program.

6.2 Limited right of access

The Organisation receives a limited, revocable, non-exclusive right to make its Programs available to Advocates through the Platform. The Organisation acknowledges that:

• Utogi owns, operates and controls the Platform and the Advocate Network;

• Advocates are not assets, property, employees or exclusive affiliates of the Organisation;

• no Organisation has any ownership right in the Advocate Network, any Advocate account, or any Advocate relationship maintained through the Platform; and

• an Advocate may participate in more than one Program.

6.3 Invitations

The Organisation may invite individuals or entities to join the Advocate Network through the Platform, but any person who accepts joins as an Advocate of Utogi, and not as an employee, agent, contractor or owned affiliate of the Organisation.

6.4 Approval rights

The Organisation has the right, but not the obligation, to approve, refuse, suspend or remove individual Advocates wishing to promote its Program. The Organisation may delegate that approval function to Utogi.

6.5 Non-exclusivity of Advocates

The Organisation must not, whether through Program Terms, side agreements, instructions, incentives, conduct or any other means, restrict or attempt to restrict an Advocate from applying for, participating in or promoting any other Program, product or service available through the Platform. This prohibition extends to express exclusivity clauses, category or sector exclusivity, first-right arrangements, non-compete restraints and any arrangement having substantially the same purpose or effect.

Nothing in this clause prevents the Organisation from:

• imposing reasonable conflict-of-interest, brand-safety or channel-specific conduct rules within its own Program Terms, provided those rules do not restrict the Advocate's freedom to participate in other Programs; or

• entering into a separate, commercially negotiated exclusivity arrangement with an individual Advocate with Utogi 's prior written approval and on terms approved by Utogi.

Any Program Term, instruction or arrangement that breaches this clause is void as between the Organisation and the Advocate to the extent of the breach.

6.6 Advocates are independent

Advocates are independent participants. They are not employees, agents, representatives or subcontractors of Utogi or of the Organisation. To the maximum extent permitted by law, Utogi is not liable for any statement, representation, claim, act or omission of an Advocate in connection with the Organisation, its products or services, or any Program, except to the extent directly caused by Utogi 's fraud, wilful misconduct or express written instruction to that Advocate.

The Organisation is responsible for setting clear Program Terms, brand rules, mandatory disclosures and promotional restrictions applicable to Advocates promoting its Program.

6.7 Program rules set by the Organisation

The Organisation may set Program Terms governing the conduct of Advocates promoting its Program, including permitted and prohibited promotional channels, permitted content and messaging, restrictions on use of the Organisation's trademarks and brand assets, trademark and brand keyword bidding restrictions, coupon and cashback restrictions, audience and geographic restrictions, and mandatory disclosure language.

6.8 Limits on Program Terms

Program Terms set by the Organisation:

• must not conflict with these Terms or the Advocate Terms;

• must not purport to alter the Referral Commission rate, the Platform Commission Fee, the operation of the Influencer Fund, or any payment mechanism administered by Utogi ;

• must not impose any multi-tier, downline, override, hierarchy-based or recruitment-based commission, bonus or reward;

• must not require any Advocate to pay any amount to join, qualify for or maintain participation in a Program;

• must comply with applicable law; and

• take effect only when properly configured through the Platform.

6.9 Utogi 's discretion to require modification

Utogi may require the Organisation to modify or remove Program Terms that, in Utogi 's reasonable opinion, are unlawful, materially harmful to Advocates, materially inconsistent with the operation of the Platform, or that may expose Utogi. the Advocate Network or Stripe to legal, regulatory or reputational risk.

7. Referral Services and the Organisation's obligation to pay Referral Commission

7.1 Nature of the supply

Each Advocate approved to promote a Program supplies Referral Services to the Organisation. The Referral Commission is the consideration payable by the Organisation to that Advocate for those Referral Services.

7.2 Direct contractual relationship

On an Advocate being approved to promote a Program, a direct contractual relationship arises between the Organisation and that Advocate for the supply of Referral Services, on the terms comprised in the applicable Program Terms, these Terms and the Advocate Terms. The Organisation acknowledges that:

• it is liable to the Advocate for the Referral Commission on each Attributable Sale;

• Utogi has no liability to any Advocate for Referral Commission; and

• an Advocate may enforce the Organisation's obligation to pay Referral Commission directly against the Organisation, and this clause is intended to confer that benefit on Advocates for the purposes of subpart 1 of Part 2 of the Contract and Commercial Law Act 2017.

7.3 Rates are set by Utogi

The Referral Commission rate applicable to each Program, and the Platform Commission Fee, are determined by Utogi and configured in the Platform. They are recorded in the Set Schedule of Fees and displayed to the Organisation in its Program settings, and to Advocates in the Program Summary Box, before an Advocate enrols.

7.4 Changes to rates

Utogi may change the Referral Commission rate or the Platform Commission Fee for a Program by giving the Organisation not less than 30 days' notice through the Platform. Any change:

• applies prospectively only, to Attributable Sales occurring on or after the effective date of the change;

• does not affect Attributable Sales already recorded in the Ledger, Referral Commission already accrued, or any recurring commission arrangement already established; and

• entitles the Organisation, if it does not accept the change, to terminate the affected Program or these Terms under clause 21.2 without incurring the changed rate.

7.5 Obligation to pay

The Organisation must pay the Referral Commission for every Attributable Sale, and must maintain a valid payment method and mandate enabling Utogi to collect it under clause 10.

7.6 Transparency of the split

The Organisation acknowledges that the Referral Commission is payable in full as consideration for the Advocate's Referral Services, and that the Platform Commission Fee is deducted from it and charged by Utogi to the Advocate under the Advocate Terms, not to the Organisation. The Organisation's total cost per Attributable Sale is the Referral Commission, and the Platform Commission Fee does not increase that amount.

8. Attribution and the Ledger

8.1 Network default rules

Unless overridden by valid Program Terms properly configured through the Platform, the following defaults apply to each Program:

• Attribution model: coupon priority, then last click

• Attribution window: 30 days

• Hold Period: 30 days

• Dispute window: 30 days from the relevant Ledger entry

8.2 Program-specific configuration

The Organisation may configure alternative attribution rules through the Platform, subject to clause 6.8. If Program Terms are incomplete, inconsistent, unclear or not properly configured, Utogi may apply the Network default rules or such other reasonable operational treatment as it considers necessary to maintain consistency, fairness, security or Platform integrity.

8.3 Corrections and overrides

Utogi may correct attribution records, reassign attribution or adjust Ledger entries where reasonably necessary for fraud or suspected fraud, duplicate or invalid transactions, documented customer service corrections, system, integration or data errors, or compliance or legal reasons. Corrections are recorded in the Platform audit log.

8.4 The Ledger is the authoritative record

Entries in the Ledger are the authoritative Platform record of Attributable Sales, Referral Commission, Platform Commission Fees, Utogi Fees and related amounts, subject to any correction, adjustment, reversal or compliance action made in accordance with these Terms.

8.5 No guarantee of tracking

Utogi does not guarantee that every Customer transaction will be successfully tracked or attributed. Attribution depends on technical factors including Customer device and browser settings, cookie controls, ad blockers, third-party system behaviour, integration accuracy and the Organisation's own configuration.

9. Hold Period

9.1 The Organisation sets the Hold Period

The Organisation configures the Hold Period for each Program in the Platform. The Hold Period selected is displayed in the Organisation's Program settings and in the Program Summary Box shown to Advocates before they enrol.

9.2 Default, minimum and maximum

Utogi default Hold Period is 30 days. The Organisation may select any Hold Period between the minimum and maximum permitted by the Platform for that Program, as displayed in the Platform. Utogi may set or vary those limits, and may require a minimum Hold Period for a particular Organisation or Program on the basis of refund history, chargeback exposure, industry or risk profile.

9.3 Effect of the Hold Period

An Attributable Sale is recorded in the Ledger when it occurs. The Referral Commission for that sale is charged to the Organisation and routed to the Advocate under clause 10 at the end of the Hold Period, provided the sale has not been reversed and no fraud, dispute or compliance hold applies.

9.4 Risk allocation where a short Hold Period is selected

The Organisation acknowledges that once Referral Commission has been routed to an Advocate's Connected Account, recovery of that amount on a later reversal event may be partly or wholly impossible. Where the Organisation selects a Hold Period shorter than the Network default, the Organisation:

• accepts the resulting reversal risk;

• remains liable to Utogi for any amount Utogi is unable to recover from the Advocate following a reversal event affecting that sale; and

• may be required by Utogi to maintain a reserve or other funding assurance under clause 11.9.

9.5 Extension by Utogi

Utogi may extend or override the Hold Period for a particular Attributable Sale, Advocate or Program where reasonably necessary for fraud prevention, dispute resolution, compliance, verification or payment-provider requirements. Where it does so, Utogi will record the reason in the Ledger.

9.6 Changes apply prospectively

A change to the Hold Period applies only to Attributable Sales occurring after the change takes effect, and does not affect commission already accrued or any Advocate's entitlement in respect of an earlier sale.

10. Payment facilitation and Stripe Connect

10.1 The payment rail

Referral Commission is collected from the Organisation and routed to Advocates using Stripe Connect. For the purposes of that arrangement, Utogi is the Stripe Connect platform, each Advocate holds a Connected Account, and the Organisation is the paying customer.

10.2 Appointment of Utogi as collection and payment agent

The Organisation appoints Utogi as its agent for the limited purposes of:

• initiating the collection of Referral Commission from the Organisation's nominated payment method;

• routing that Referral Commission to the Connected Account of the Advocate entitled to it;

• receiving, on the Organisation's behalf, statements, records and confirmations relating to those payments; and

• initiating reversals, refunds, adjustments and recoveries in accordance with these Terms.

Payment of the Referral Commission to Utogi. or to Stripe at Utogi 's direction, discharges the Organisation's obligation to pay that Referral Commission to the relevant Advocate to the extent of the amount paid.

10.3 Payment method and mandate

The Organisation must maintain a valid payment method and, where required, a direct debit or bank debit authority in favour of Utogi or Stripe, and authorises Utogi to initiate charges against that payment method for Referral Commission, Utogi Fees and any other amount due under these Terms. The Organisation must keep those details current and must notify Utogi promptly of any change.

10.4 Stripe terms and third-party risk

The Organisation acknowledges that the Stripe Agreements govern Stripe's processing of these payments, and that Utogi is not liable for the acts, omissions, fees, holds, decisions, outages or availability of Stripe or any other payment provider. Utogi may change payment provider or charge type where reasonably necessary for legal, compliance, banking, operational or Platform reasons.

10.5 Advocate onboarding is a condition of payment

Referral Commission can only be routed to an Advocate who has completed Connected Account onboarding, identity verification and any other requirement imposed by Stripe or applicable law. Where an Advocate has not done so, the Referral Commission accrues in the Ledger and is not charged to the Organisation until onboarding is complete. The treatment of Referral Commission for an Advocate who never completes onboarding is governed by the Advocate Terms, and the Organisation has no claim to any such amount that has already been charged to it.

10.6 The Platform Commission Fee

At the point Referral Commission is routed, Utogi deducts the Platform Commission Fee from it as a platform fee charged to the Advocate, and the balance is credited to the Advocate's Connected Account. The Organisation acknowledges and authorises that deduction, and acknowledges that:

• the Platform Commission Fee is consideration for services Utogi supplies to the Advocate, not to the Organisation;

• the Advocate's gross consideration for the Referral Services is the full Referral Commission; and

• Utogi may issue statements and buyer-created taxable supply information on behalf of the Advocate to the Organisation for the full Referral Commission, where the Advocate has authorised it to do so.

10.7 Processing costs and currency

Payment processing costs, transfer fees, receiving bank fees, foreign exchange spreads, returned payment fees and similar third-party charges may apply. Amounts are denominated in the currency specified in the Set Schedule of Fees or, if none, New Zealand dollars, and reasonable exchange rates may be applied to any conversion.

10.8 Failed payments

If a charge for Referral Commission fails, Utogi may retry it, suspend the routing of Referral Commission for the affected Program, suspend the accrual of further Referral Commission, and exercise its rights under clause 11.7.

10.9 Reversals through Stripe Connect

The Organisation acknowledges that recovery of routed Referral Commission on a reversal event is effected by reversing the relevant transfer, offsetting future amounts, or recovering directly from the Advocate, and that recovery may be limited by the balance available in the Advocate's Connected Account. Clause 13 governs the allocation of that risk.

11. Utogi Fees and the Influencer Fund Contribution

11.1 Utogi Fees

In addition to Referral Commission, the Organisation must pay the Utogi Fees set out in the Set Schedule of Fees. Utogi Fees may be charged on a subscription, transaction, per-Program, per-Advocate, usage, feature or other basis, and may include platform fees, technology fees, service fees, payment processing fees, transition fees and buyout or release fees payable under clause 17.4.

11.2 The Influencer Fund Contribution

Utogi Fees may include an Influencer Fund Contribution, identified separately in the Set Schedule of Fees. The Influencer Fund Contribution funds the Influencer Fund described in clause 12.

11.3 The Influencer Fund Contribution is Utogi 's revenue

On receipt, the Influencer Fund Contribution is Utogi 's own revenue. It is not held on trust, is not held on behalf of the Organisation or any Advocate, is not refundable, and the Organisation has no proprietary or beneficial interest in it or in the Influencer Fund.

Any figure Utogi makes available to the Organisation representing contributions received, amounts allocated or paid to Advocates, or a Notional Allocation remaining, is an internal accounting reference only. It does not represent funds held by Utogi for the Organisation or on any trust, does not confer any proprietary, beneficial or contractual interest, is not a debt owed to the Organisation, and does not limit Utogi’s rights under clause 12.

11.4 Invoicing

Utogi may issue invoices, statements and buyer-created taxable supply information through the Platform. Where permitted by law and agreed by the parties, Platform-generated statements may serve as taxable supply information. The Organisation is responsible for verifying any invoice or statement and for issuing its own documentation where required by law.

11.5 Payment terms

Utogi Fees are payable on the schedule specified in the Set Schedule of Fees or otherwise notified through the Platform. The default cadence is monthly, in arrears, within 7 days of issue of the relevant statement.

11.6 Taxes

Amounts payable under these Terms are exclusive of GST, VAT, sales tax and other indirect taxes unless expressly stated otherwise. The Organisation is responsible for any such tax payable in connection with amounts payable to Utogi. and where Utogi is required by law to charge or collect it, the Organisation must pay it in addition to the underlying amount.

11.7 Failure to pay

If any amount is not paid when due, Utogi may:

• charge default interest at the rate set out in the Set Schedule of Fees or, if none, 1.5% per month or the maximum permitted by law;

• suspend the Organisation's access to the Platform, suspend or terminate Programs, and suspend the accrual and routing of Referral Commission for the Organisation's Programs;

• recover reasonable collection costs, including reasonable legal fees; and

• exercise any other right available under these Terms or at law.

11.8 Set-off and disputed amounts

Utogi may set off any amount owed by the Organisation against any amount payable to or held on behalf of the Organisation. If the Organisation in good faith disputes an amount, it must notify Utogi in writing within 30 days of the disputed entry appearing on the Platform, with supporting evidence. Undisputed amounts must be paid in full when due.

11.9 Reserves and funding assurance

Utogi may require the Organisation to maintain a reserve, pre-funded balance or other funding assurance to cover anticipated reversals, chargebacks, disputes, compliance holds or unrecovered Referral Commission, where reasonably justified by the Organisation's refund history, chargeback rate, Hold Period selection, industry or risk profile. Utogi will disclose the basis and amount of any reserve requirement, and will release it when the underlying risk has passed.

11.10 Effect of suspension on Advocates

The Organisation acknowledges that suspension of its account or Program for non-payment may affect Advocates promoting its Program, and indemnifies Utogi against any claim by an Advocate arising directly from the Organisation's failure to pay amounts owed under these Terms.

12. The Influencer Fund

12.1 What the Influencer Fund is

The Influencer Fund is a fund maintained by Utogi out of Influencer Fund Contributions and any other amounts Utogi chooses to allocate to it. Out of the Influencer Fund, Utogi may pay Ambassador Commission to Advocates in recognition of measured advocacy activity, including content creation, audience engagement, mentoring, education and network growth, as governed by the Advocate Terms.

Utogi may record, within that single fund, a Notional Allocation for each Program. A Notional Allocation is an internal allocation decision by Utogi. It does not create a separate or segregated fund, does not ring-fence any money, and does not oblige Utogi to distribute any amount in respect of that Program.

12.2 Utogi is the sole payer

Utogi is the sole payer of Ambassador Commission. The Organisation:

• has no payment obligation to any Advocate in respect of Ambassador Commission;

• has no liability to any Advocate for any Ambassador Commission, or for any decision by Utogi to pay, reduce, withhold or not pay it; and

• has no claim against Utogi in respect of the amount, timing, allocation or non-payment of any Ambassador Commission.

12.3 Utogi 's discretion

Utogi determines, in its sole discretion, the design of the Influencer Fund, the algorithm and metrics used to measure advocacy activity, the Allocation Algorithm and the eligibility criteria, thresholds and weightings it applies, which Advocates receive a Posting Offer and the amount allocated to each of them, the rates payable for each type of content, the period for which content must remain published, the eligibility requirements applicable to Advocates, the amount distributed in any period, and whether to distribute at all in a period. No Advocate acquires any entitlement to Ambassador Commission except as set out in the Advocate Terms.

Utogi may commit amounts to Advocates by issuing Posting Offers. Once an Advocate has accepted a Posting Offer, the resulting Ambassador Commission is Utogi’s obligation alone. The Organisation has no liability for it, and it remains payable by Utogi even if the Organisation terminates these Terms, withdraws its Program or fails to pay any amount owed to Utogi.

12.4 No right of direction

The Organisation has no right to direct, approve, veto, influence or receive a breakdown of any Ambassador Commission payment, and no right to require that any particular amount be distributed in respect of its Program. Utogi may distribute more or less than the Influencer Fund Contribution received from the Organisation in any period.

Engagement, reach, impressions and follower figures shown in that reporting originate from the social media platforms and reach Utogi through a third-party connector service, which passes them on as reported and does not verify them. Utogi does not warrant that they are accurate, complete or current. Platforms restate, backfill, deduplicate and redefine these figures, and where a platform’s own reporting differs from the Platform’s, the platform’s reporting prevails.

12.5 Utogi is responsible for the scheme

Utogi is responsible for the design, operation and lawfulness of the Influencer Fund and the Ambassador Commission scheme, including its compliance with the Fair Trading Act 1986 and equivalent laws in other jurisdictions. The Organisation must not represent otherwise, and must not purport to operate, replicate or extend the scheme.

12.6 Utogi is the payer for tax purposes

Utogi is the payer of Ambassador Commission for all tax, withholding, deduction and reporting purposes, and is responsible for any obligation arising in that capacity.

12.7 Notional Allocations and Program reporting

Utogi may make available to the Organisation reporting showing, for each of its Programs, the Influencer Fund Contributions received, the amounts allocated and paid to Advocates in connection with that Program, and the Notional Allocation remaining. Utogi may change, suspend or discontinue that reporting at any time.

The Organisation acknowledges and agrees that a Notional Allocation:

• is an internal accounting reference maintained by Utogi for its own budgeting and reporting purposes;

• is not money held by Utogi for the Organisation, on trust or otherwise, and is not a segregated or separate fund;

• confers no proprietary, beneficial or contractual interest on the Organisation, and is not a debt owed to it;

• does not oblige Utogi to distribute any amount, or any particular amount, in respect of that Program; and

• may be increased, reduced, withheld, exhausted or reallocated by Utogi at any time, including between Programs.

Utogi may distribute more or less than the Influencer Fund Contribution received from the Organisation in any period, and clause 12.4 continues to apply.

12.8 Unspent Notional Allocation on termination

Influencer Fund Contributions are not refundable, whether in whole or in part, on termination, suspension or withdrawal of a Program or of these Terms, and whether or not a Notional Allocation remains unspent at that time. The Organisation has no claim to any unspent Notional Allocation and no right to have it refunded, credited, carried over to another provider, or applied to any other amount owed to Utogi.

Utogi may continue to make Posting Offers and pay Ambassador Commission in respect of a Program after the Organisation has terminated, and is not obliged to do so.

12.9 Advocacy posting: acknowledgement and consent

Where the Influencer Fund is enabled for a Program, the Organisation acknowledges and agrees that Utogi may invite Advocates, and pay them, to publish content on third-party social media platforms and on the Platform that names, tags, mentions, links to, reviews, discusses or depicts the Organisation, its brand, its products or its services.

The Organisation consents to that use, and grants Utogi and the Advocates concerned a non-exclusive, royalty-free licence for the term of these Terms to use the Organisation’s name, trading names, trade marks, logos, brand assets, social media handles and account names for the purpose of making, tagging and identifying a Qualifying Post. That licence is subject to any brand rules the Organisation configures under clause 12.10.

The Organisation further acknowledges that:

• Utogi does not pre-approve, pre-vet or endorse the content of any Qualifying Post, and is not obliged to;

• Qualifying Posts are published without the Organisation’s prior approval;

• Advocates are independent participants and clause 6.6 applies to their statements and conduct;

• a Qualifying Post is required to carry an advertising disclosure and, where the platform provides one, a paid-partnership or branded-content label, and the Organisation must not ask or encourage any Advocate to omit, remove or obscure it; and

• a disclosure identifying the Organisation may cause the Organisation to be treated as an advertiser for the purposes of advertising codes and standards, and may expose it to liability under the Fair Trading Act 1986 or equivalent law in respect of claims made in that content. The Organisation accepts that risk and is responsible for setting Posting Rules under clause 12.10 accordingly.

• publication of a Qualifying Post depends on third-party social media platforms and connector services, is attempted rather than guaranteed, and Utogi is not liable to the Organisation if a post fails to publish, publishes late, or is removed by a platform, including any commercial consequence of that for a campaign, launch or time-limited offer; and

• an Advocate must label content that is generated or materially altered using artificial intelligence where the relevant platform requires it, and the Organisation must not ask or encourage an Advocate to omit that labelling.

12.10 Posting Rules set by the Organisation

The Organisation may set Posting Rules for its Program, including prohibited claims and statements, required disclaimers, prohibited content, prohibited platforms or channels, brand-safety requirements, and rules on the use of its brand assets. Utogi will make the Posting Rules available to Advocates who receive a Posting Offer for that Program and will require compliance with them.

Clause 6.8 applies to Posting Rules in the same way as it applies to Program Terms. Posting Rules must not purport to alter the operation of the Influencer Fund, the Allocation Algorithm, the amount of any Ambassador Commission, or any payment mechanism administered by Utogi.

Where the Organisation operates in a regulated industry, or its products or services are subject to an advertising code, standard or licensing requirement, the Organisation must set Posting Rules that address it. Utogi is not responsible for identifying those requirements on the Organisation’s behalf.

12.11 Removal of content

The Organisation may ask Utogi to require an Advocate to remove or amend a Qualifying Post that breaches the Posting Rules, is unlawful, is materially inaccurate about the Organisation, or is materially damaging to the Organisation. The request must identify the post and the ground relied on. Utogi will use reasonable endeavours to require removal or amendment promptly.

Where a Qualifying Post is removed at the Organisation’s request and the removal is not attributable to the Advocate’s conduct or to a breach of the Posting Rules, Utogi remains liable to pay that Advocate the base amount for the post under the Advocate Terms, and bears that cost itself. The Organisation is not charged for it and has no liability for it.

12.12 Opting out of advocacy posting

The Organisation may, by notice through the Platform, elect that publishing content on third-party social media platforms is not a qualifying activity for Ambassador Commission in its Program. An election takes effect prospectively and does not affect a Posting Offer already accepted.

Utogi may require an Organisation to make that election, or may decline to enable advocacy posting for a Program, where Utogi reasonably considers that promotion by unlicensed or unregulated persons would be unlawful or would create material regulatory risk, including in the categories identified in clause 4.4.

12.13 Allocation of responsibility

As between Utogi, the Organisation and an Advocate:

• Utogi is responsible for the design, operation and lawfulness of the Influencer Fund, the Allocation Algorithm and the Posting Offer mechanism, for making the Posting Rules available to Advocates, and for acting on a request under clause 12.11;

• the Organisation is responsible for the accuracy, lawfulness and substantiation of the product, service, pricing and performance claims and the brand assets and materials it supplies or approves for use in a Program, and for setting Posting Rules that reflect its regulatory obligations; and

• the Advocate is responsible for the content it creates and publishes, as set out in the Advocate Terms.

Nothing in this clause makes Utogi responsible for a claim originating in material the Organisation supplied, or makes the Organisation responsible for content an Advocate created that does not derive from material the Organisation supplied or approved.

13. Refunds, chargebacks, reversals and clawbacks

13.1 The Organisation's authority over refunds

As merchant of record, the Organisation has full authority over refund, return, cancellation and chargeback decisions in respect of its Customers, subject to applicable law and its own customer terms. Utogi is not the party deciding whether a refund is owed and is not responsible for the Organisation's refund decisions, timing or administration.

13.2 Notification

The Organisation must notify Utogi through the Platform of any refund, return, cancellation, chargeback, dispute, fraud reversal or similar event affecting an Attributable Sale promptly, and in any case within 7 days of the event, with sufficient detail to identify the affected sale. Where the Organisation's payment integration reports the event automatically and accurately, that satisfies this clause.

13.3 Clawback

On notification of a reversal event, the Referral Commission for the affected sale is cancelled, reversed or offset in proportion to the amount reversed. Where the Referral Commission has not yet been charged, it is cancelled and the Organisation is not charged. Where it has been charged and routed, Utogi will reverse the transfer, offset the amount against future Referral Commission payable to that Advocate, or recover it from the Advocate under the Advocate Terms.

13.4 Where recovery fails

Where Utogi is unable to recover a routed Referral Commission from the Advocate there is no compensation or guarantee of a refund issued by Utogi.

13.5 Late notification

If the Organisation fails to notify Utogi of a reversal event within the period required by clause 13.2 and the Referral Commission has been routed in the meantime, Utogi is not obliged to make any adjustment, and any resulting shortfall is borne by the Organisation. Utogi may, but is not required to, accept late notifications.

13.6 Negative balances

Where reversals, adjustments or recoveries exceed amounts otherwise payable, a negative balance may be recorded in the Ledger, carried forward against future amounts, or invoiced directly to the Organisation.

13.7 Statutory consumer rights

The Organisation must honour all statutory consumer rights to refund, repair or replacement applicable to its Customers, including under the Consumer Guarantees Act 1993, the Australian Consumer Law, the UK Consumer Rights Act 2015 and any other applicable regime.

14. Recurring and lifetime commissions

14.1 Availability

A Program may offer one-off, recurring or lifetime Referral Commission, or a combination, as specified in the applicable Program Terms. Unless the Program Terms expressly provide for recurring or lifetime commission, Referral Commission is earned only in respect of the specific Attributable Sale to which it relates.

14.2 Honouring established arrangements

Where recurring or lifetime Referral Commission is offered, the Organisation must honour it for all qualifying transactions in accordance with the Program Terms in effect when the arrangement was established. Unless those Program Terms expressly provided otherwise at the time, the Organisation must not reduce, replace, cap, terminate or otherwise materially diminish the rate, basis of calculation, scope, duration or economic value of that arrangement.

14.3 No circumvention

The Organisation must not take action designed to avoid, reduce, defeat or circumvent recurring or lifetime commission, including by migrating Customers to alternative billing systems, modifying billing identifiers or customer records, cancelling and recreating customer accounts, or moving transactions, subscriptions or customer relationships to alternative products, entities, systems or accounts in a manner that disrupts attribution or commission continuity.

14.4 Billing changes

If the Organisation changes billing infrastructure, payment systems, customer identifiers, subscription structures or product structures, it must maintain or implement equivalent tracking, identifiers, data mapping and event continuity reasonably necessary to preserve attribution and recurring commission treatment. Utogi is not responsible for loss of attribution or commission continuity resulting from a failure to do so.

15. Fraud, abuse and risk monitoring

15.1 Monitoring

Utogi may monitor Platform activity, attribution data, conversion patterns, Advocate conduct, Organisation conduct and payment activity for fraud, abuse, manipulation, artificial activity and compliance risk, and may use automated tools, risk scoring and manual review for that purpose.

15.2 Action on suspected fraud

Where Utogi reasonably suspects fraud, abuse, artificial activity, collusion, self-dealing or manipulation, it may withhold, delay, adjust, reverse or cancel affected Referral Commission, extend a Hold Period, suspend an Advocate's participation, suspend or restrict a Program, require information or evidence, and record the action in the Ledger.

15.3 The Organisation's obligations

The Organisation must not engage in, encourage, facilitate or knowingly benefit from any conduct that manipulates attribution, inflates or suppresses commission, generates artificial transactions, or misuses Platform data or functionality. The Organisation must promptly report any suspected fraud or abuse of which it becomes aware, and must provide reasonable cooperation with any investigation.

15.4 Self-referrals

Program Terms may permit or restrict self-referrals, being transactions where an Advocate earns Referral Commission on their own purchase or a purchase otherwise connected to that Advocate. Where permitted, the Organisation must define the applicable rules and limits in its Program Terms, and Utogi may apply controls, validations and monitoring, and may adjust, reverse or disqualify commission arising from self-referrals that is inconsistent with the intended operation of the Program or creates legal, compliance or payment-network risk.

16. Program integrity and scheme safeguards

16.1 Single-tier only

Referral Commission is payable only to the Advocate to whom an Attributable Sale is attributed. No multi-tier, downline, override, hierarchy-based or recruitment-based commission, bonus or reward is offered, recognised or paid through the Platform, and the Organisation must not introduce or purport to introduce any such structure.

16.2 The Influencer Fund is not a recruitment reward

The Organisation acknowledges that Ambassador Commission is paid for genuine, measurable advocacy activity, and not for recruiting, introducing or referring other Advocates, and that no Advocate is required to pay any amount to join the Advocate Network or to qualify for or maintain eligibility for Ambassador Commission.

The Organisation further acknowledges that Utogi may take an Advocate’s audience size, sales activity and past engagement performance into account in deciding which Advocates receive a Posting Offer and the amount allocated to each, that no Advocate is paid for the size of an audience alone, and that payment in every case requires content actually published and maintained.

16.3 The Organisation's warranties

The Organisation must not, through Program Terms, side arrangements, communications, incentives or any other means:

• require, encourage or facilitate the recruitment of Advocates as a primary or dominant source of reward;

• require any Advocate to pay any amount to join, qualify for or maintain participation;

• impose its own multi-tier, downline or override structure on Advocates;

• make any earnings claim, recruitment claim or income claim to Advocates regarding the Advocate Network, the Influencer Fund or Ambassador Commission; or

• take any other action that may cause or contribute to characterisation of the Advocate Network or the Ambassador Commission scheme as a pyramid selling scheme, unlawful trading scheme or similar arrangement under the Fair Trading Act 1986, the Australian Consumer Law or any equivalent law.

16.4 Payment network compliance

The Organisation warrants that its business, products and Programs are not a restricted or prohibited business under the Stripe Agreements or the rules of any relevant card network or payment scheme, and must provide any information Utogi or Stripe reasonably requires for underwriting, review or ongoing compliance.

16.5 Right to require modification

If Utogi reasonably considers that any aspect of the Organisation's Program materially increases the risk of pyramid scheme characterisation, payment network non-compliance or other regulatory risk, Utogi may require prompt modification of the Program. Failure to comply is a material breach.

17. Anti-circumvention

17.1 Utogi 's legitimate interest

The Organisation acknowledges that Utogi has a substantial commercial and operational interest in maintaining the integrity of the Platform's tracking, attribution and payment systems, in preserving its relationship with the Advocate Network it has recruited, contracted and supports, and in protecting the Platform Commission Fee and Utogi Fee revenue streams contemplated by these Terms.

17.2 Prohibited conduct

During the term of these Terms, and for 12 months after suspension, termination, expiry or withdrawal, the Organisation must not, without Utogi 's prior written consent:

• solicit, contract with, contract through or pay any Advocate active on the Platform for activity that is substantially the same as that Advocate's activity under the Organisation's Program;

• use information about Advocates obtained through the Platform, including names, contact details and performance metrics, to establish an off-Platform advocate, referral, ambassador, distributor or similar arrangement;

• operate any arrangement, on or off the Platform, that has the purpose or effect of avoiding, reducing or bypassing the Platform Commission Fee, Utogi Fees or Platform tracking;

• induce, encourage or assist any Advocate to leave the Platform, breach the Advocate Terms or transact off-Platform; or

• take any action structured to achieve substantially the same outcome as the conduct described above.

17.3 Carve-outs

Clause 17.2 does not restrict the Organisation from:

• continuing any direct affiliate, referral, ambassador or distributor arrangement that existed before the Organisation's first acceptance of these Terms, provided it is not conducted through the Platform and no Platform-derived information is used to operate, expand or maintain it;

• engaging any Advocate for work that is materially different from that Advocate's activity under the Program;

• engaging any person who was already a contact, customer, employee or contractor of the Organisation before joining the Advocate Network; or

• moving its Programs, Customers, billing or systems to an alternative provider after termination, provided it complies with clauses 14 and 17.2 in respect of individual Advocates and Platform-derived information.

17.4 Buyout option

If the Organisation wishes to engage an Advocate off-Platform during the restricted period, it may request Utogi 's consent. Utogi may grant consent on conditions, including payment of a buyout, release or transition fee reflecting Utogi 's commercial interest in that Advocate relationship. Utogi will not unreasonably withhold consent where the fee is paid.

17.5 Remedies and read-down

Damages alone may not be an adequate remedy for breach of this clause, and Utogi may seek injunctive relief, specific performance, account of profits or any other available remedy in addition to damages. If any part of this clause is found to be unenforceable, it is to be read down in scope, duration or geography to the maximum extent enforceable, and the remainder continues to apply.

18. Customer relationship ownership

18.1 Customers remain the Organisation's

Customers referred, tracked or attributed to the Organisation through the Platform remain Customers of the Organisation. The Organisation retains control over pricing, customer communications, customer service, refunds, delivery and the overall Customer relationship.

18.2 No Advocate rights over Customers

Advocates obtain no ownership, proprietary, exclusivity or continuing right over any Customer, Customer account, Customer relationship or Customer data by reason of participation in a Program, other than the entitlement to Referral Commission expressly provided under the applicable Program Terms.

18.3 No circumvention

Nothing in this clause permits the Organisation to avoid, reduce, defeat or circumvent any Referral Commission, recurring commission or other payment obligation that has arisen.

19. Data, privacy and confidentiality

19.1 Roles

Each party is responsible for its own compliance with the Privacy Act 2020 and any other applicable data protection law. The Organisation is responsible for personal information it collects from its Customers and for its own privacy notices and consents. Utogi is responsible for personal information it collects from Advocates in operating the Advocate Network.

19.2 Platform data

Utogi may store, process, organise, display and transmit information provided by or on behalf of the Organisation, its approved Advocates, Customers, leads and contacts for the purpose of providing the Platform and its related functionality, and may use aggregated and de-identified data for security, fraud prevention, benchmarking, analytics and product improvement.

Utogi may also collect, store and use data obtained from Advocates’ connected social media accounts, including audience, post and engagement data, for the purposes of operating the Influencer Fund, applying the Allocation Algorithm, verifying Qualifying Posts, calculating Ambassador Commission, detecting artificial activity, and reporting to the Organisation under clause 12.7.

Utogi uses one or more third-party service providers to connect the Platform to social media platforms and to publish content and retrieve statistics through them. Utogi may change, add or remove those providers at any time. Utogi remains responsible to the Organisation under these Terms, and is not responsible for the acts, omissions, availability or performance of any such provider or of any social media platform.

19.3 Advocate personal information

The Organisation must use Advocate names, contact details, performance information and related data made available through the Platform solely for legitimate Program purposes, in compliance with applicable privacy law, and must not use it for any purpose prohibited by clause 17.

19.4 Cross-border

The Organisation acknowledges that the Platform and its service providers, including Stripe, may store or process information outside New Zealand, and that Utogi will take reasonable steps to ensure comparable protections apply.

19.5 Confidentiality

Each party must keep the other's confidential information confidential, use it only for the purposes of these Terms, and disclose it only to personnel and advisers who need to know it, except where disclosure is required by law or by a regulator. The Set Schedule of Fees, Platform pricing, the Ambassador Algorithm and the Organisation's Program performance data are confidential information.

19.6 Use of Program data in the Advocate Network

Utogi uses attribution and sales data recorded in a Program for the purposes of that Program, including in applying the Allocation Algorithm to that Program. Utogi will not use the Organisation’s attribution, sales or Program performance data, in a form that identifies the Organisation, to determine eligibility, selection or allocation in another Organisation’s Program, except with the Organisation’s prior written consent.

Nothing in this clause restricts Utogi from using aggregated, anonymised or de-identified data derived from the Platform in accordance with clause 19.2, or from applying network-wide compliance, fraud and standing records to any Program.

20. Intellectual property

20.1 Utogi 's IP

Utogi owns all intellectual property in the Platform, its software, documentation, data models, algorithms (including the algorithm used to measure advocacy activity), designs and brand assets. The Organisation receives only a limited, revocable, non-exclusive, non-transferable licence to use the Platform for its Programs during the term.

20.2 The Organisation's IP

The Organisation retains all intellectual property in its own brand assets, content and materials, and grants Utogi and its approved Advocates a limited, revocable, non-exclusive licence to use, display and reproduce those assets to the extent necessary to operate and promote its Program through the Platform, subject to any brand rules the Organisation configures.

Where the Influencer Fund is enabled for a Program, that licence expressly extends to the use of the Organisation’s name, trading names, trade marks, logos, brand assets, social media handles and account names in social media posts, tags, mentions and links published by Advocates under a Posting Offer, and to Utogi enabling, instructing and verifying that use. Clause 12.9 applies.

20.3 Feedback

The Organisation grants Utogi a perpetual, royalty-free licence to use feedback and suggestions it provides about the Platform.

21. Term, suspension and termination

21.1 Term

These Terms commence on acceptance and continue until terminated.

21.2 Termination for convenience

Either party may terminate these Terms for convenience by giving 90 days' notice in writing or through the Platform. The Organisation may suspend or terminate an individual Program by giving 90 days' notice through the Platform.

21.3 Termination for breach

Either party may terminate immediately if the other commits a material breach not remedied within 14 days of written notice, or immediately if the breach is incapable of remedy. Material breach by the Organisation includes non-payment of amounts due, breach of clause 13.7, 16 or 17, insolvency or a similar event, and sustained refund, chargeback, dispute or compliance issues materially affecting the Platform or the Advocate Network.

21.4 Suspension by Utogi

Utogi may suspend, restrict or terminate any Program or any aspect of the Organisation's account where reasonably necessary for fraud prevention, compliance, legal, regulatory, security, payment provider, funding or serious reputational reasons. Utogi will notify the Organisation and, where lawful and practicable, state the reason and what is required to lift the suspension.

21.5 No termination to avoid obligations

The Organisation must not suspend, terminate, modify or withdraw a Program for the purpose of avoiding Referral Commission, defeating recurring or lifetime commission entitlements, avoiding Utogi Fees or circumventing Platform administration.

21.6 Effect of termination

On termination:

• the Organisation's access to the Platform ceases, except as needed to wind down outstanding matters;

• the Organisation remains liable for all Referral Commission attributable to Attributable Sales occurring before termination, including under recurring or lifetime arrangements established under clause 14, and for all Utogi Fees accrued;

• the Organisation remains liable for any clawback, refund, chargeback, indemnity, reserve or other amount owed;

• the restrictions in clause 17 continue for the period specified; and

• the Organisation's obligations to honour statutory Customer rights continue.

21.7 Survival

Clauses 4, 7.2, 11, 13, 14, 16, 17, 18, 19, 20, 22, 23, 24, 25 and 26 survive termination, together with any other clause that by its nature should survive.

22. Indemnity by the Organisation

22.1 Scope

The Organisation indemnifies Utogi. its directors, officers, employees and contractors against any claim, liability, loss, damage, cost, expense, penalty, interest or legal fee arising out of or in connection with:

• the Organisation's products or services, including any Customer claim relating to quality, delivery, safety, description, pricing or refund;

• the Organisation's breach of these Terms or of applicable law;

• any inaccuracy or misrepresentation in information provided by or on behalf of the Organisation;

• the Organisation's failure to comply with any tax, withholding, reporting, invoicing or record-keeping obligation relating to its sales or its Programs;

• any claim by an Advocate arising from the Organisation's failure to pay Referral Commission or to comply with its Program Terms;

• the Organisation's use of Advocate personal information in breach of clause 19.3; and

• the Organisation's breach of clause 16 or 17.

22.2 Limits on the indemnity

The indemnity in clause 22.1 does not apply to the extent the relevant claim, liability or loss arises from Utogi 's own breach of these Terms, negligence, fraud or wilful misconduct, or from a matter within Utogi 's control. The Organisation's liability under the indemnity is reduced proportionately to the extent Utogi or its personnel contributed to the loss, and Utogi must take reasonable steps to mitigate any loss it claims under it.

22.3 Conduct of claims

Utogi must notify the Organisation promptly of any claim for which it seeks indemnity, must not settle it without the Organisation's consent, and must allow the Organisation to participate in its defence at the Organisation's cost.

23. Warranties, disclaimers and limitation of liability

23.1 Platform provided as available

The Platform is provided on an "as available" basis. To the maximum extent permitted by law, Utogi does not warrant uninterrupted or error-free access, accurate attribution in every case, accurate commission calculation in every case, or successful delivery of every webhook, event or integration.

23.2 Exclusion of indirect loss

Neither party is liable to the other for any indirect or consequential loss, or for any loss of profit, revenue, anticipated savings, goodwill, business opportunity or data, however arising.

23.3 Liability cap

Subject to clause 23.4, the aggregate liability of each party to the other under or in connection with these Terms, in any 12-month period, is limited to the total Utogi Fees paid or payable by the Organisation to Utogi in the 12 months immediately preceding the first event giving rise to liability.

23.4 Carve-outs from the cap

The cap in clause 23.3 does not apply to:

• the Organisation's obligation to pay Referral Commission, Utogi Fees or any amount properly invoiced;

• either party's liability for fraud, wilful misconduct or personal injury or death;

• the Organisation's liability under the indemnity in clause 22 in respect of a third-party claim;

• either party's breach of applicable law; or

• either party's breach of clause 19.

23.5 Consumer legislation

Nothing in these Terms limits any right or remedy that cannot lawfully be limited. The parties agree that the Consumer Guarantees Act 1993 and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply, on the basis that both parties are in trade and this agreement is for business purposes, to the extent that contracting out is permitted by law.

24. Changes to these Terms

24.1 Notice of change

Utogi may amend these Terms by giving the Organisation not less than 30 days' notice through the Platform or by email, stating the nature of the change.

24.2 Material adverse change

If an amendment is materially adverse to the Organisation, the Organisation may terminate these Terms without penalty by notice given before the amendment takes effect, and in that case:

• the amendment does not apply to the Organisation during the wind-down period;

• clause 17.2 applies for 3 months only rather than 12; and

• no buyout, release or transition fee is payable under clause 17.4 in respect of Advocates active on the Organisation's Program at the date of the notice.

24.3 Continued use

Continued use of the Platform after an amendment takes effect constitutes acceptance of the amendment. No amendment applies retrospectively to Attributable Sales already recorded or commission already accrued.

25. Notices and disputes

25.1 Notices

Notices may be given through the Platform, or by email to the address recorded in the recipient's account. A notice given through the Platform or by email is deemed received on the next business day after it is sent.

25.2 Escalation

Before commencing proceedings, other than for urgent injunctive relief or recovery of an undisputed debt, each party must notify the other of the dispute and the parties' representatives must meet, in person or by video, within 15 business days to attempt to resolve it in good faith.

25.3 Governing law and jurisdiction

These Terms are governed by New Zealand law, and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.

26. General

26.1 Assignment

The Organisation may not assign or transfer these Terms without Utogi 's prior written consent. Utogi may assign or transfer these Terms to a related company or in connection with a sale of its business, on notice.

26.2 Third-party rights

Except as expressly provided in clause 7.2 in favour of Advocates, no person other than the parties has any right to enforce these Terms.

26.3 Entire agreement

These Terms, together with the Set Schedule of Fees and any Program Terms, constitute the entire agreement between the parties in relation to their subject matter and supersede all prior representations, understandings and agreements.

26.4 Severability, waiver and further assurance

If any provision is held invalid or unenforceable, it is severed or read down to the minimum extent necessary and the remainder continues in force. A failure or delay in exercising a right is not a waiver of it. Each party must do all things reasonably necessary to give effect to these Terms.

26.5 Force majeure

Neither party is liable for a failure or delay in performance caused by an event beyond its reasonable control, other than an obligation to pay money, provided it notifies the other party and takes reasonable steps to mitigate.

Schedule 1 — Worked example of the money flow

This schedule is illustrative only. The rates that apply to the Organisation are those recorded in the Set Schedule of Fees.

Assume a Customer buys a product from the Organisation for $100, that sale is attributed to an Advocate, the Referral Commission rate is 10%, the Platform Commission Fee is 20% of the Referral Commission, and the Hold Period is 30 days.

The Organisation's total cost for this Attributable Sale is the $10.00 Referral Commission, plus the Utogi Fee applicable under the Set Schedule of Fees. The $2.00 Platform Commission Fee is charged by Utogi to the Advocate and does not increase the Organisation's cost.

Schedule 2 — Set Schedule of Fees