Partner Agreement

This Partner Agreement is between Anish Shrestha, a sole trader based in New South Wales, Australia, trading as Wardrowbe ("Wardrowbe", "we", "us"), and the business that applies to or takes part in the Wardrowbe partner program ("you", the "Partner"). The person who accepts it confirms they are authorized to bind that business.

You accept this agreement by ticking the acceptance box when you apply, or by listing products with us. We record the version you accepted and when. If this agreement and something we said elsewhere disagree, this agreement wins, unless we have agreed a different term with you in writing (an email from us is enough).

• Program: the Wardrowbe partner program, through which Wardrowbe users are shown products from partner stores.
• Listing: a product of yours shown to a Wardrowbe user, in the web app, the mobile apps or our emails.
• Click Reference: the wr_sid value we add to the link when a user opens a Listing.
• Attribution Window: 30 days from the click that carried the Click Reference.
• Conversion: an order placed on your store within the Attribution Window and reported to us with its Click Reference.
• Order Amount: the order total for a Conversion, in US dollars, as you report it to us.
• Commission: the fee you pay us on Conversions under section 7.

Direct partners supply their catalog to us and pay us Commission directly. All of this agreement applies to them.

Network partners are stores whose products reach us through an affiliate network. Their commission, tracking, payment and the relationship with us are governed by the network's terms, and only sections 5, 6, 10, 11, 12 and 15 to 18 of this agreement apply to them.

Approval is at our discretion. Before your Listings go live you must confirm the countries you ship to and your default department, have at least one successful catalog sync, and have at least one active product. We usually decide on an application within five business days, and we do not have to give reasons for declining one.

You sign in to the partner portal with links we email to your contact address, and you can create API keys there. Keep your sign-in links and API keys secret; you are responsible for everything done with them until you tell us they have been compromised.

You supply your catalog by feed or API in a format our partner documentation supports. Feeds must be served over HTTPS, and we fetch them on a regular schedule, currently about every six hours. We may reject or skip products that are missing required fields, are not priced in US dollars, exceed our size limits, or break this agreement.

You promise that, for every product you supply:

• the name, description, price, availability, sizes, images and shipping countries are accurate and kept current;
• the product is genuine, safe and lawful to sell in every country you say you ship to, and complies with the consumer, product safety and labelling laws that apply to it;
• you have every right needed to supply the content (text, images, brand names and logos) to us for the uses in section 6; and
• the product is not counterfeit, recalled, restricted or offensive.

You sell your products to users directly. You are solely responsible for your products, prices, orders, payment, delivery, returns, refunds, warranties, customer service, taxes, and the privacy of people who visit your store.

You grant us a non-exclusive, worldwide, royalty-free license, for as long as you are in the Program, to copy, store, cache, reformat, resize, crop and display your product content, brand names and logos in Wardrowbe, in order to show Listings, describe the Program and identify you as a partner. The license ends when you leave the Program, except for copies kept in backups and in records of past Listings and Conversions.

You pay us Commission on each Conversion. The rate is the one we agree with you, shown in your partner portal or confirmed by email; if no rate has been agreed, it is 5%. Commission is calculated on the Order Amount less any refunds you report for that order.

We may change your rate by giving you at least 30 days' notice by email. The new rate applies to Conversions from clicks made after the change takes effect, and you can leave the Program before then under section 14.

Commission does not include GST or any similar tax. If such a tax applies to the Commission, we add it to the invoice. You are responsible for all taxes on your own sales.

When a user opens a Listing, we send them to your store with a Click Reference. You must keep it with the order and report every order placed within the Attribution Window, with its Click Reference, Order Amount and your order reference, through the partner API. You must also report refunds, returns and cancellations of those orders, and we deduct reported refunds from the Commission still to be invoiced.

Your reports must be complete and truthful. Do not suppress, delay or alter reports, strip Click References, or use any technique that avoids Commission. We review Conversions before invoicing them and may hold or reject any that look fraudulent, duplicated or wrong; we will tell you if we do.

• At the start of each month we calculate the Commission for the previous month and, after review, issue an invoice in US dollars through Stripe.
• Invoices are charged automatically to the payment method you add in the partner portal. You must keep a valid payment method on file.
• If the Commission for a period is under US$10, we do not invoice it; it carries over to the next period.
• If you think an invoice is wrong, email us within 30 days of the invoice date and tell us why. We will review it in good faith. Disputing a charge with your card issuer without first raising it with us counts as non-payment.
• If a charge fails, we will retry it and tell you. If an invoice is still unpaid 14 days after the first failed charge, your Listings are suspended automatically until every overdue invoice is paid, and they are restored once it is.
• You must pay the reasonable costs we incur in recovering overdue amounts.

We decide which products to show, to whom, where and how often. Listings are matched to what a user's wardrobe is missing, using product type, colors and styles, and filtered by the countries you ship to, department and other eligibility rules, with rotation so users see variety. Your Commission rate does not affect ranking. Users can turn product suggestions off.

We do not guarantee any number of Listings, clicks, Conversions or sales. We may remove, limit or decline any Listing or product at any time, for example if it breaks this agreement, generates complaints, or does not suit Wardrowbe.

We do not give you personal information about Wardrowbe users. Through the portal you receive performance data for your Listings (such as impressions and clicks) and pooled, anonymous demand statistics across our user base, from which groups too small to stay anonymous are left out. You must not try to identify any person from that data or from a Click Reference.

When a user follows a Listing to your store, they become your visitor, and you handle their information under your own privacy policy and the law. Each of us is a separate, independent controller of the personal information it holds, and neither of us processes personal information on the other's behalf. We handle the business and contact details you give us as described in our Privacy Policy.

Each of us will keep the other's non-public information confidential and use it only for the Program. That includes your Commission rate, our statistics and portal data, and API keys. This does not cover information that is already public, that you or we already had, or that the law requires to be disclosed.

You will keep accurate records of orders and refunds connected with Click References for at least two years and, on reasonable request, give us enough of them to check that Conversions and refunds were reported correctly. If a check shows that Commission was under-reported, you pay the difference.

This agreement starts when you accept it and continues until either of us ends it. Either of us may end it at any time by giving 14 days' notice by email.

We may suspend your Listings or end this agreement immediately if you break it in a serious way, do not pay, report Conversions dishonestly, harm our users or our reputation, or if the law requires it.

When this agreement ends, your Listings are removed. Commission remains payable on Conversions from clicks made before the end date, including Conversions reported within the Attribution Window after it, and we invoice it as usual. Sections 5 (your responsibility for your products), 7 to 9 (for amounts owed), 11, 12, 13 and 15 to 18 continue after the end.

You will cover us for any loss, cost, liability or expense, including reasonable legal costs, arising from a claim by a third party (including a Wardrowbe user or a regulator) about your products, your Listings content, your sales, delivery or customer service, your breach of this agreement, or a claim that your content infringes someone's rights. We will tell you promptly about such a claim and let you take part in handling it.

The Program is provided "as is". To the extent the law allows, we make no promise that it will be uninterrupted or error-free or produce any result.

To the extent the law allows, neither of us is liable to the other for indirect or consequential loss, or loss of profit, revenue or goodwill, and each party's total liability under this agreement is limited to the total Commission paid to us in the 12 months before the claim arose. These limits do not apply to your obligation to pay Commission, to the indemnity in section 15, to a breach of section 11 or 12, or to liability that cannot be limited by law.

If the Australian Consumer Law gives you a guarantee that cannot be excluded, our liability for breaching it is limited, where the law allows, to supplying the service again or paying for it to be supplied again.

We may update this agreement by emailing you the new version at least 30 days before it takes effect. If you do not agree, you can end this agreement before then under section 14; if you stay in the Program after it takes effect, the new version applies. Changes required by law or to stop fraud can take effect sooner.

This agreement is governed by the laws of New South Wales, Australia, and both of us submit to the non-exclusive jurisdiction of its courts. Before starting proceedings, either of us must first try to resolve the dispute by email for 30 days, unless urgent relief is needed.

We are independent businesses; this agreement does not create a partnership, agency, franchise or employment relationship, despite the name of the Program. You may not transfer this agreement without our written consent; we may transfer it to a buyer or successor of the Wardrowbe business. If any part is unenforceable, the rest stays in effect. Not enforcing a right straight away does not waive it. Neither of us is liable for delays caused by events outside its reasonable control. Notices are sent by email: to you at your contact address in the portal, and to us at [email protected].