Partner Terms

These Partner Terms (“Partner Terms”) are a legally binding agreement between Cloutly Co Pty Ltd (ACN 637 155 045) (“Cloutly”, “we”, “us”, “our”) and the business that creates a partner workspace to evaluate, and may later activate, the Cloutly platform under its own brand (“Partner”, “you”, “your”).

You accept these Partner Terms when you create a partner workspace. You cannot create one without ticking the acceptance box. We record the version you accepted and the date and time, against your workspace. When you activate the workspace for billing, we copy that acceptance record into your activation record together with your subscription reference, and we keep it for as long as we need it to evidence this agreement. The version you accepted at sign-up is the version that governs your activation; a later version applies to you only as clause 19 provides. By accepting, you also agree to the Customer Terms as they apply to your own use of the Service, and to the Acceptable Use Policy. If you accept on behalf of a company or other organisation, you represent that you have authority to bind it. If you do not agree, do not create or activate a partner workspace.

The Service is a business tool provided to businesses for their business purposes. Where you deal with us as a “consumer” or a “small business” within the meaning of the Australian Consumer Law, nothing in these Partner Terms limits rights that cannot lawfully be excluded (see clause 15).

These Partner Terms sit alongside, and do not replace, the Cloutly Terms and Conditions (the “Customer Terms”), which continue to govern the operation of the Service and the handling of data for every workspace, including those your clients use. Clause 17 of the Customer Terms explains how the two documents fit together; clause 19.4 below sets the order of precedence.

1. Definitions

Capitalised terms not defined here have the meaning given in the Customer Terms. In particular, Service, Review Invitation, Review Recipient, Review Platform, Review Content, Contact Data, Customer Data, Output, Authorised User and Order Form mean what they mean there.

“Acceptable Use Policy” or “AUP” means the Cloutly Acceptable Use Policy for partners and their clients, as published at the address shown in your Partner Workspace.

“Activation” means the point at which your first platform-fee payment is confirmed through our merchant of record and a billing subscription for your Partner Workspace starts under clause 4.

“Add-on” means an optional paid feature that you enable for a Client, currently SMS credit packs and Front Desk (clause 5.4).

“Client” means a business for which you create or manage a workspace within your Partner Workspace, including the business’s Authorised Users. A Client is a Customer under the Customer Terms.

“Client Location” means one physical or virtual business location that a Client operates and that is set up in the Service to request, collect or monitor reviews. Location counting is explained in clause 5.3.

“DPA” means the Cloutly Partner Data Processing Agreement, as published at the address shown in your Partner Workspace.

“Evaluation Period” means the period, stated in your Partner Workspace, during which you may use the workspace without charge before Activation.

“Partner Brand” means your business name, logo, colours and other brand elements that you supply for the Service to display.

“Partner Workspace” means the white-label environment we provide to you at your Hosted Address: the partner portal, the Client workspaces within it, the public pages and widgets served under your brand, and the related settings.

“Hosted Address” means the hostname under a domain we control from which your Partner Workspace and your Clients’ workspaces are served (for example your-agency. followed by our partner domain).

“Sample Client” means the pre-built, read-only Client workspace that we provide inside an evaluation Partner Workspace, containing fictitious businesses, reviews, contacts and analysis.

2. What a partnership is

2.1 Under these Partner Terms we grant you the right to resell or provide access to the Service to your Clients under your Partner Brand, and we provide and operate the Service for those Clients. You are our customer for the Partner Workspace; your Clients are your customers for whatever you sell them.

2.2 You are an independent business. Nothing in these Partner Terms makes you our agent, employee, franchisee or joint venturer, or authorises you to make commitments on our behalf. You set your own retail prices and your own terms with your Clients, subject to clause 7.

2.3 You may not transfer, sublicense or share your Partner Workspace with another agency or reseller, or create Partner Workspaces for anyone other than your own business.

2.4 The Acceptable Use Policy forms part of these Partner Terms. It applies to you, your team, your Clients and their Authorised Users, and you must ensure each Client complies with it.

3. The evaluation workspace and the sample client

3.1 When you create a Partner Workspace you receive an Evaluation Period at no charge, currently 30 days. During it you can brand the workspace, explore the Sample Client, see your pricing, and prepare to add your first Client. You may extend the Evaluation Period yourself once, by 14 days, from your Partner Workspace. We may extend it further at our discretion.

3.2 The Sample Client is fictitious and read-only. Its businesses, reviews, contacts and analysis are seeded by us and marked “Indicative”. It does not send messages, publish to any Review Platform, run live checks, or spend anything, and its content is not a representation of results you or your Clients will achieve.

3.3 During the Evaluation Period you cannot add real Clients, invite team members, send any communication, or publish anything. Those functions become available at Activation.

3.4 At the end of the Evaluation Period, if you have not activated, your Partner Workspace is locked. While locked you can still sign in, view the workspace, use your one-time 14-day extension if you have not already used it, book a call with us, and activate. A locked workspace stays locked until it is activated or extended; nothing in this clause deletes it.

3.5 We may extend, shorten (with notice), or end your Evaluation Period, or close an evaluation Partner Workspace, where we reasonably consider that the workspace was created with inaccurate information, by someone who is not an agency or reseller, or in breach of these Partner Terms or the Acceptable Use Policy. We may offer you a call with us before Activation; taking it is optional and is never a condition of activating.

3.6 We may limit how many evaluation Partner Workspaces can be created from one organisation, domain or network address.

4. Activation

4.1 When activation is available in your Partner Workspace, you activate it by paying the first month’s platform fee (clause 5.1) at checkout through our merchant of record (clause 6). Activation takes effect when we confirm that payment and the linked subscription. There is no card-on-file trial: the Evaluation Period is the trial, and Activation is a paid purchase. On Activation the restrictions in clause 3.3 lift and your billing subscription starts. Activation does not add days to, or restore, an Evaluation Period, and a payment that is pending or declined leaves your Partner Workspace in its current state.

4.2 Activation requires a current payment method. We do not activate on invoice terms through the self-serve flow. If you need invoicing, volume pricing, your own agreement form or a negotiated data processing agreement, contact us and we will provide an Order Form; where an Order Form is signed, clause 19.4 applies.

4.3 You confirm at Activation that the business details in your Partner Workspace (legal name, country, contact) are accurate and that you will keep them current.

4.4 On Activation your Partner Workspace stops being an evaluation. The Sample Client remains available to you as a read-only demonstration workspace unless you ask us to remove it. It is never counted or billed as a Client Location.

5. Fees, locations and add-ons

5.1 Platform fee. The platform fee is US$299 per month and includes up to 20 Client Locations across all of your Clients.

5.2 Additional locations. Client Locations beyond the first 20 are charged per location per month at the rate for the band the location falls in. Each band price applies only to the locations within that band, so the price of one more location steps down as you grow and is never averaged across all locations:

Your Partner Workspace shows the current price list and a calculator. If the price list in your Partner Workspace and this table differ, the lower price applies until it is changed under clause 5.6.

5.3 How locations are counted. Shortly before each monthly billing date (within the preceding 48 hours) we count the Client Locations under your Partner Workspace. A Client Location is counted if it is set up under a Client account that has not been deleted, whether or not it is in use; a location set up under two Client accounts is counted under each. The locations of a Client account are not counted during that account’s first 14 days. The Sample Client is never counted. Locations you remove before the count are not charged for the following month. There is no pro-rating: a Client you add is free for the rest of the billing cycle in which you add it and is first charged on the next billing date, and a Client added and removed within one cycle is never charged.

5.4 Add-ons. You may enable for a Client: (a) SMS credit packs of 100 or 1,000 credits, priced per destination country for Australia, New Zealand and the United States, where one credit is one SMS segment, bought as a one-off purchase with an optional automatic top-up when a pack runs out; and (b) Front Desk, at US$20 per Client per month covering all of that Client’s locations, where it is available in your Partner Workspace. Add-on prices are shown in your Partner Workspace before you enable them.

5.5 Currency and tax. All prices are in United States dollars and exclude taxes. GST, VAT, sales tax or similar is calculated and added at checkout by our merchant of record based on your billing location.

5.6 Price changes. We may change the platform fee, band prices or Add-on prices by giving you at least 30 days’ notice by email and in your Partner Workspace. A change applies from your first billing date after the notice period. If you do not accept a change, you may cancel under clause 18.1 before it takes effect and the old prices apply until then. We will not change prices for a period you have already paid.

5.7 No minimum term. Your subscription is monthly. There is no minimum commitment and no early-termination fee unless an Order Form says otherwise.

6. Billing, payment and merchant of record

6.1 We sell the Partner Workspace subscription and Add-ons through Paddle, which acts as the merchant of record. Paddle is the seller of record for the payment transaction: it processes payment, calculates and remits applicable taxes, and issues the invoice or receipt. The specific Paddle entity is identified at checkout, and your purchase is also subject to Paddle’s buyer terms presented there.

6.2 Fees are charged monthly in advance on your billing date. Location charges under clause 5.3 are calculated and charged on that date. Add-ons are charged up front: SMS credit packs are charged when you buy them, and an automatic top-up is charged when it is triggered; Front Desk is charged when you enable it for a Client, pro-rated for the days remaining until your next billing date, and then in full on each billing date while it stays enabled. If the charge for an Add-on fails, the Add-on is not enabled. If you disable Front Desk for a Client, it stays on until the end of the period you have paid for and is not charged again; the unused part of a period is not refunded.

6.3 We bill you, not your Clients. You are responsible for all fees for your Partner Workspace whether or not your Clients pay you.

6.4 Variable charges. You authorise us, through our merchant of record, to charge your payment method each billing date for the platform fee, the location charges calculated under clause 5.3 and the Add-ons you have enabled, and to charge automatic SMS top-ups you have turned on. The amount varies with your Client Locations and Add-ons; your Partner Workspace shows the current count and the amount of your next charge before it is made.

6.5 Failed payment. If a charge fails, we will notify you and retry. If the charge remains unpaid 7 days after it fell due we will warn you by email, and if it remains unpaid 14 days after it fell due we may suspend your Partner Workspace under clause 18.3. Fees continue to accrue during suspension for Client Locations and Add-ons that remain set up.

6.6 Fees paid are not refundable, except as set out in clause 6.7, where required by law, or where expressly stated in these Partner Terms. The 30-day money-back guarantee in clause 11.1 of the Customer Terms does not apply to Partner Workspaces; the Evaluation Period serves that purpose.

6.7 Our breach. If we materially breach these Partner Terms and do not remedy the breach within 14 days of your written notice, you may terminate and we will refund the pro-rata portion of any prepaid fees for the unused remainder of the period you have paid for.

6.8 Refunds that are due are processed through Paddle to the original payment method in the original currency.

7. Your clients

7.1 You are the contracting party for your Clients. You decide what you sell, at what price and on what terms. Cloutly has no contractual relationship with your Clients other than as set out in clause 17 of the Customer Terms, which governs the operation of the Service and the handling of their data.

7.2 Flow-down terms. Before a Client uses the Service you must have binding terms in place with that Client which, at a minimum: (a) require the Client to comply with clauses 4 (messaging and consent), 5 (reviews), 12 (Customer Data) and 14 (acceptable use) of the Customer Terms, or terms at least as protective; (b) require the Client to comply with the Acceptable Use Policy, including its prohibition of review gating and of incentivised or fabricated reviews (clause 9); (c) make the Client responsible for its own Contact Data and the lawful basis for each communication it sends; (d) disclose that the service is operated on a third-party platform, that its personal information will be processed by that platform’s provider and sub-processors, and that it may be stored and processed outside Australia (including in the European Union and the United States); and (e) are no less protective of Cloutly than these Partner Terms. You must give us a copy of your Client terms on request.

7.3 Your Clients’ acts. You are responsible to us for everything done in the Client workspaces under your Partner Workspace as if you had done it yourself, including by your Clients and their Authorised Users.

7.4 Who you may onboard. You may onboard only genuine businesses that you have engaged to provide services to. You must not onboard a business without its knowledge, create workspaces for businesses you do not act for, or use the Service to collect reviews or data about businesses that are not your Clients except through the competitor features the Service expressly provides.

7.5 Accurate representations. You must not describe the Service, its results, its AI features or its compliance characteristics to Clients or prospects in a way that is false or misleading, and you must not promise results (such as star ratings, review counts or rankings) that the Service does not guarantee.

7.6 Logging in as a Client. The Service lets you open a Client’s workspace from your partner portal. You may do so only to provide the services the Client has engaged you for, and you remain bound by clause 11 in respect of what you see there.

8. Messaging, consent and the sender of record

8.1 Who sends. Every email, SMS or other communication sent from a Client workspace under your Partner Workspace is sent on the instruction and with the authority of you and the relevant Client. As between you and Cloutly, you and the Client are responsible for each communication’s compliance with the Spam Act 2003 (Cth), the Do Not Call Register Act 2006 (Cth), the Telephone Consumer Protection Act, CAN-SPAM, the GDPR, PECR and every equivalent law, and each message must identify the Client as the business on whose behalf it is sent. Cloutly provides the sending infrastructure on your instructions.

8.2 Consent. You must ensure, and must ensure each Client ensures, that there is a lawful basis and any required consent for every Review Recipient contacted through the Service, by the channel used, before the communication is sent. The Service does not and cannot verify consent for you; it relies on your warranty under this clause.

8.3 Compliance. You must comply, and ensure each Client complies, with clause 4 of the Customer Terms and the Acceptable Use Policy, including opt-out and suppression mechanisms, sender registration requirements, frequency caps and quiet periods. You must not attempt to defeat or circumvent those mechanisms.

8.4 Our right to act. We may throttle or suspend messaging for a Client workspace or for your whole Partner Workspace, without prior notice where the matter is urgent, in response to complaint rates, carrier or platform violations, regulator or law-enforcement contact, or a reasonable belief that communications are being sent without a lawful basis. We will tell you what we did and why, and restore sending once the issue is resolved.

8.5 Regulatory contact. If a regulator, carrier, Review Platform or law-enforcement body contacts us about communications sent under your Partner Workspace, you must cooperate promptly and at your own cost, and you authorise us to identify you and the relevant Client as the sender.

9. Reviews and Review Platforms

9.1 No review gating. You must not, and must ensure your Clients do not, use the Service or any other means to selectively solicit reviews based on the sentiment a customer has expressed, to divert customers with negative feedback away from public Review Platforms, or otherwise to “gate” reviews. The Service is designed not to gate, and you must not configure, instruct or combine it with other tools so that it does.

9.2 Platform policies. You and your Clients must comply with the terms and review policies of each Review Platform used, including rules on incentives, employee reviews, review solicitation and the use of a platform’s brand. Where a Review Platform’s policy restricts how its brand or content may be shown on public pages or widgets, those restrictions apply to your Partner Workspace and you must not ask us to depart from them.

9.3 Genuine reviews only. You must not create, buy, solicit from staff, or post fabricated or misleading reviews, and must not use the Service to do so for any business. Our Fraudulent Review Policy and the Acceptable Use Policy apply to every workspace under your Partner Workspace.

9.4 Published responses. Responses, posts and listing changes published to a Review Platform from a Client workspace are published on the Client’s instructions and under its account with that platform. You and the Client are responsible for their content, including content drafted with AI features.

10. Branding and the hosted address

10.1 White-label. We will serve your Partner Workspace, your Clients’ workspaces, the public review pages and widgets, and the emails and SMS sent from them, under your Partner Brand to the extent the Service supports it. Cloutly branding is removed from those surfaces, except where a Review Platform, carrier or law requires a disclosure, where a third-party component carries its own mark, or where we tell you a surface cannot be rebranded.

10.2 Your brand licence to us. You grant us a non-exclusive, royalty-free, worldwide licence for the term to use, reproduce and display your Partner Brand in order to provide the Partner Workspace. You warrant that you own or are licensed to use the Partner Brand, that it does not infringe anyone’s rights, and that it is not misleading. We may refuse or remove brand elements that infringe rights, are unlawful or that imitate another business.

10.3 The hosted address. We provide your Hosted Address on a domain we control. You acquire no rights in that domain. We may change the partner domain with at least 60 days’ notice and will redirect from the old address for a reasonable period. You must not use the Hosted Address for anything other than the Partner Workspace. Where the Service lets you connect your own domain after Activation, you are responsible for that domain and its DNS, and our use of it is limited to serving your Partner Workspace.

10.4 What you may say about the platform. You may describe the Service as your own branded product or as “powered by” an unnamed platform. You must not state or imply that you built or own the underlying software, must not remove or alter any legal notice that we require to remain, and must not use the Cloutly name or marks except with our written consent.

10.5 Scripts and customisation. Any script, pixel or code you ask us to run on your Partner Workspace is treated as your instruction and your responsibility. We may refuse or remove code that affects security, privacy or the operation of the Service. During the Evaluation Period, custom scripts are not available.

11. Data and privacy

11.1 Roles. For the personal information in your Clients’ workspaces (their Contact Data, Review Content, Front Desk conversations, Staff Data and Listing Records), the Client is the controller (or the entity responsible under applicable privacy law), you process it on the Client’s behalf to provide your services, and Cloutly processes it as the Client’s and your processor and service provider, through the sub-processors listed in the DPA. We handle your own account data (your partner account, billing details, usage and the contact details of your team) as a controller under our Privacy Policy.

11.2 Data processing agreement. The DPA forms part of these Partner Terms and governs our processing of personal information on your and your Clients’ behalf. In summary, as processor we: process personal information only on documented instructions from you or the Client, including those in the Customer Terms, these Partner Terms and the DPA; ensure the people we authorise to process it are bound by confidentiality; apply the security measures described in the DPA; engage sub-processors only under written terms no less protective, publish the current list, and give notice of changes with a right to object; assist you and the Client with data-subject requests, security and impact assessments as far as the Service allows; delete or return personal information at the end of the services under clause 18.5; and make available the information needed to demonstrate these obligations. Where a Client needs a data processing agreement with the platform provider, you must flow down the DPA’s terms to that Client, or ask us for a Client-facing version.

11.3 Confidentiality of Client workspaces. What you see when you open a Client’s workspace is that Client’s confidential information and personal information of its customers. You may use it only to provide your services to that Client, and you must not combine, sell, or use it for any other Client, for your own marketing, or to build profiles across Clients.

11.4 Security. You must keep your partner portal credentials secure, enable any security features we make available, promptly remove team members who leave, and tell us within 24 hours if you suspect your Partner Workspace or a Client workspace has been accessed without authority.

11.5 Breach notice. We will notify you without undue delay, and in any event within 72 hours of becoming aware, of a personal-data breach affecting your Partner Workspace, with the information we have at the time, so that you and your Clients can meet your own notification obligations. You must pass such notice to affected Clients promptly.

11.6 Data on termination. Clause 18.5 sets out export and deletion.

12. Support

12.1 You provide first-line support to your Clients. We provide support to you, as the partner, through the channels in your Partner Workspace during our published support hours.

12.2 We do not contact your Clients directly except: (a) at your request; (b) where the Customer Terms or law require us to (for example a security or legal notice); (c) for operational messages the Service sends as part of its function; or (d) under clause 18.6.

12.3 We may provide you with help-centre content, templates and onboarding material. You may rebrand and use them for your Clients while you are a partner, and must stop using them when the partnership ends.

12.4 Emails we send you. We send operational emails about your Partner Workspace (verification, security, billing, evaluation and lock notices, and changes to these Partner Terms); you cannot opt out of those while you have a workspace. During your Evaluation Period, and after Activation, we also send the account owner a short series of onboarding emails to help you get started and to offer a call with us; every one carries an unsubscribe link, and unsubscribing stops them without affecting the operational emails. We never send marketing email to your Clients or their customers.

13. Intellectual property and licence

13.1 Cloutly and its licensors own all intellectual property rights in the Service, including its software, models, prompt architectures, issue taxonomies, interfaces, widgets, templates, documentation and all improvements, however they are branded. No rights are transferred to you.

13.2 We grant you a limited, non-exclusive, non-transferable, revocable licence for the term to access the Partner Workspace, to resell or provide access to the Service to your Clients under your Partner Brand, and to use our partner materials, all in accordance with these Partner Terms.

13.3 You must not, and must not permit anyone to: copy, modify, reverse engineer or create derivative works of the Service; use the Service to build a competing product; scrape or bulk-extract data from the Service other than through the exports and APIs we provide; or register domains, social handles or trademarks that are confusingly similar to Cloutly’s.

13.4 As between the parties, each Client owns its Customer Data and the Outputs generated for it, as the Customer Terms provide. Nothing in these Partner Terms gives you ownership of a Client’s data; your rights in it come from your agreement with that Client.

13.5 If you give us feedback or suggestions, we may use them without restriction or obligation.

14. Non-solicitation

14.1 We will not go around you. While you are a partner and for 12 months after, we will not use the knowledge that a business is your Client to solicit that Client to buy the Service directly from us. This does not prevent us from responding to a business that approaches us, from general marketing that is not targeted at your Clients, or from acting under clause 18.6.

14.2 You will not go around us. While you are a partner and for 12 months after, you will not use information obtained through the Service to solicit a Cloutly direct customer, or another partner’s client, to move to you.

14.3 Nothing in this clause restricts either party from doing business with anyone who was already its customer, or who approaches it independently.

15. Warranties, consumer law and disclaimers

15.1 Each party warrants that it has the power and authority to enter into these Partner Terms. You warrant that you are a business that provides marketing, reputation, agency or similar services to other businesses, and that the information you gave when creating your Partner Workspace is accurate.

15.2 We warrant that the Service will be provided with due care and skill and will perform materially in accordance with its documentation.

15.3 Australian Consumer Law. Nothing in these Partner Terms excludes, restricts or modifies any guarantee, right or remedy under the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law, or any other law that cannot lawfully be excluded. To the extent the Australian Consumer Law applies and permits, our liability for failure to comply with a consumer guarantee is limited, at our option, to resupplying the services or paying the cost of having them resupplied.

15.4 Except as set out in these Partner Terms and to the maximum extent permitted by law, the Service is provided “as is” and we exclude all other warranties, including fitness for a particular purpose, non-infringement and any warranty as to results. We do not warrant that the Service will be uninterrupted or error-free, that Review Platforms will accept or display content, or that any Output, including the Sample Client’s content, is accurate or complete.

16. Liability

16.1 To the maximum extent permitted by law, neither party is liable to the other for loss of profits, revenue, goodwill or business reputation, loss of anticipated savings, loss of or damage to a Client relationship, or any indirect, incidental, special or consequential loss, however arising.

16.2 To the maximum extent permitted by law, each party’s total aggregate liability arising out of or in connection with these Partner Terms, whether in contract, tort (including negligence), statute or otherwise, is limited to the total fees paid or payable by you under these Partner Terms in the twelve (12) months preceding the event giving rise to the claim. During an Evaluation Period, before any fee has been paid, our aggregate liability is limited to US$299.

16.3 The limits in clauses 16.1 and 16.2 do not apply to: (a) your payment obligations; (b) either party’s liability for wilful misconduct or fraud; (c) your breach of clause 8 (messaging and consent), clause 9 (reviews), clause 11.3 (confidentiality of Client workspaces) or clause 13.3; (d) your indemnity obligations, except to the extent clause 17.1 excludes them; or (e) liability that cannot be limited by law.

16.4 Without limiting clause 16.1, Cloutly is not liable for any loss arising from your or a Client’s communications, Contact Data or lack of consent; a Client’s response to or failure to respond to any signal, alert or Output; any publication approved by you or a Client; your retail pricing, terms or representations to Clients; or your or a Client’s breach of a Review Platform’s policies, except to the extent the loss was caused or contributed to by our breach of these Partner Terms, our negligence or a defect in the Service.

17. Indemnity

17.1 You indemnify Cloutly and its officers, employees and agents against all claims, damages, liabilities, losses, fines, penalties and reasonable costs (including legal costs) arising from: (a) communications sent, Contact Data uploaded or synced, or consent not obtained, under your Partner Workspace, including any breach of clause 8 by you or a Client; (b) any breach of clause 7 (your Clients), clause 9 (reviews), clause 10.2 (your brand) or the Acceptable Use Policy; (c) your terms, pricing, representations or services to your Clients, including any claim by a Client against us that arises from your relationship with that Client; and (d) any claim by a regulator, carrier or Review Platform relating to activity under your Partner Workspace; in each case except to the extent the claim or loss was caused or contributed to by our breach of these Partner Terms, our negligence or a defect in the Service.

17.2 Cloutly indemnifies you against third-party claims that the Service, as provided by Cloutly and used in accordance with these Partner Terms, infringes an intellectual property right, provided you promptly notify us, give us control of the defence, and provide reasonable assistance. We may, at our option, procure the right for you to continue using the Service, modify it so it is non-infringing, or terminate the affected part and refund prepaid fees for it. This indemnity does not cover claims arising from your Partner Brand, your scripts or customisations, or combinations with products we did not supply.

17.3 The party seeking indemnity must take reasonable steps to mitigate its loss and must not settle a claim in a way that imposes an obligation on the indemnifying party without that party’s consent, not to be unreasonably withheld.

18. Suspension, termination and what happens to your clients

18.1 Cancellation by you. You may cancel your Partner Workspace at any time from your partner portal billing settings or by written notice to partners@cloutly.com. Cancellation takes effect at the end of the current paid month; you keep access until then and no further fees are charged. Fees for the current month are not refunded.

18.2 Termination for breach. Either party may terminate immediately by written notice if the other (a) materially breaches these Partner Terms and does not remedy the breach within 14 days of written notice, or (b) becomes insolvent, enters external administration or ceases to carry on business. We may terminate immediately, without a cure period, for a breach of clause 8, 9, 11.3 or 13.3 or of the Acceptable Use Policy that we reasonably consider serious, or where a regulator, carrier or Review Platform requires us to stop providing service to you.

18.3 Suspension. We may suspend your Partner Workspace, or a Client workspace within it, where fees are unpaid under clause 6.5, where clause 8.4 of these Partner Terms, clause 4.6 or 14.2 of the Customer Terms, or the Acceptable Use Policy applies, or where reasonably necessary to protect the Service, other customers, Review Recipients or our sending reputation. We will give notice before suspending for non-payment and as soon as practicable otherwise, state the reason, and lift the suspension promptly once the issue is resolved. Suspension does not end these Partner Terms or your payment obligations.

18.4 Effect of termination. On termination or expiry: (a) your and your Clients’ access ends, and widgets, public pages and connectors under your Partner Workspace stop working, subject to clause 18.6; (b) you must pay all amounts due to the effective date; (c) the licences in clauses 10.2 and 13.2 end, and you must stop presenting the Service as your product and stop using our partner materials; and (d) clauses 11.3, 13, 14, 16, 17, 18.4 to 18.6 and 20 survive.

18.5 Data export and deletion. For 30 days after termination (or longer if an Order Form says so), you and each Client may export that Client’s Customer Data using the Service’s export features or on written request. After that period we may delete it in the ordinary course, subject to our legal obligations and our backup cycles. During the 30 days we will not use the data for any purpose other than export and the obligations in clause 11.

18.6 Protecting your Clients. Because a Client’s reviews, invitations and public pages depend on the Service continuing to run, if we terminate your Partner Workspace for breach, insolvency or non-payment, or it has been suspended for non-payment for more than 14 days, we may, after first giving you 30 days to move your Clients to another arrangement, contact your affected Clients to tell them that service under your brand has stopped and to offer them the option of continuing on the Service directly with us or with another partner, at our then-current prices. This does not apply when you cancel under clause 18.1; in that case we contact your Clients only at your request. This is the only exception to clause 14.1. You must not prevent a Client from accepting that offer or from exporting its data.

18.7 Evaluation workspaces. Clauses 3.4 and 3.5 govern locked and unactivated evaluation workspaces; clauses 18.5 and 18.6 do not apply to a workspace that was never activated, which has no Clients and no Customer Data other than the Sample Client.

19. Changes to these Partner Terms

19.1 We may update these Partner Terms. Each version carries a version identifier and an effective date. For changes that materially affect your rights or obligations, we will give at least 30 days’ notice by email to your partner account owner and in your partner portal, stating the effective date and the new version.

19.2 A new version applies prospectively only, from its stated effective date, and never to a period you have already paid for. If you do not agree to a material change, you may cancel under clause 18.1 at any time before the effective date, and the previous version applies until then. If you continue to use your Partner Workspace after the effective date of a material change of which we have given notice under clause 19.1, the new version applies to you from that date. We do not change the version recorded against your workspace without that notice, and the version you accepted at sign-up governs your Activation whatever we have published since, unless we have given you notice under this clause and the effective date has passed.

19.3 Changes required by law, by a Review Platform, carrier or payment provider, or that fix an error or are to your benefit, may take effect on shorter notice.

19.4 Order of precedence. If documents conflict, the following order applies, highest first: (a) a signed Order Form, for the matters it expressly addresses; (b) the DPA, in respect of personal information; (c) these Partner Terms; (d) the Customer Terms, in respect of the operation of the Service and the handling of Customer Data; (e) the Acceptable Use Policy, the Fraudulent Review Policy, the Privacy Policy and the Cookie Policy. Nothing in an Order Form or these Partner Terms reduces the protections the Customer Terms give a Client in respect of its data.

20. General

20.1 Notices. Notices to Cloutly must be in writing to partners@cloutly.com. Notices to you are sent to the email address of your partner account owner and shown in your partner portal. Email notices are taken to be received on the next business day in Brisbane, Australia.

20.2 Assignment. You may not assign or novate these Partner Terms without our consent, not to be unreasonably withheld; a change of control of your business is treated as an assignment. We may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of our assets, and will notify you.

20.3 Entire agreement. These Partner Terms, the documents listed in clause 19.4 and any Order Form are the entire agreement between us about the Partner Workspace and supersede prior discussions, proposals and marketing statements.

20.4 Severability and unfair terms. If any provision is void, unenforceable or an unfair contract term under the Australian Consumer Law, it is severed or read down to the minimum extent necessary and the rest continues in effect.

20.5 No waiver. A failure or delay in enforcing a right is not a waiver of it.

20.6 Relationship. The parties are independent contractors (clause 2.2).

20.7 Governing law. These Partner Terms are governed by the laws in force in Queensland, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of that jurisdiction. This does not deprive you of the benefit of any mandatory protection of the law of the place where you carry on business.

20.8 Interpretation. Headings are for convenience; “including” means “including without limitation”; a reference to a law includes its amendments and replacements; where these Partner Terms say we “may” do something, we will act reasonably in deciding whether to.

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Cloutly Co Pty Ltd (ACN 637 155 045)
WOTSO Workspace, Level 2, 194 Varsity Parade, Varsity Lakes QLD 4227, Australia
Email: partners@cloutly.com · Web: cloutly.com