RosterElf Pty Ltd advisor terms & conditions

1. Introduction & acceptance

These Advisor Terms & Conditions ("Advisor Terms") govern participation in the RosterElf partner program (the "Program") operated by RosterElf Pty Ltd (ABN 67 164 843 609) ("RosterElf", "we", "our" or "us"). They apply to accountants, bookkeepers, payroll bureaus and other advisors who are accepted into the Program (each an "Advisor", "you" or "your").

You apply to join the Program via our become a partner page. Submitting an application does not create a partnership. You become bound by these Advisor Terms only if and when RosterElf accepts your application and activates your partner account. By continuing to participate in the Program after acceptance, you agree to be bound by these Advisor Terms.

These Advisor Terms supplement and form part of our main Terms & Conditions and Acceptable Use Policy (together, the "Agreement"). If there is any conflict, these Advisor Terms take precedence with respect to the Program.

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2. Definitions

1. Client — a business that (a) is genuinely new to RosterElf (it is not, and has not previously been, a RosterElf customer or trial account, and was not already a prospect RosterElf was dealing with), and (b) you introduce to and onboard onto RosterElf under your partner account.
2. Eligible Subscription — a Client on a paid, full-price subscription to the RosterElf Core or Full Suite plan. Discounted, promotional, negotiated, complimentary and trial accounts, and the HR-only plan, are not Eligible Subscriptions.
3. Active Employee — an employee actively managed on RosterElf across your Clients that are on Eligible Subscriptions, as counted by RosterElf at the end of each billing period.
4. Commission — the recurring monthly amount payable to you, calculated on Active Employees at the rate for your tier.
5. Signup Bonus — the one-off amount payable for each new Client that activates an Eligible Subscription, as described on the become a partner page.
6. Tier — the reward level (for example Bronze to Diamond) determined by your total Active Employees managed.
7. RCTI — a recipient created tax invoice, as described in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) ("GST Act").
8. GST — goods and services tax under the GST Act.

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3. Becoming a partner

To participate in the Program you must:

1. operate a genuine advisory, accounting, bookkeeping, payroll or related business;
2. provide accurate application and business details, including your ABN and, where applicable, your GST registration status;
3. keep your account and payment details current; and
4. comply with these Advisor Terms and all applicable laws.

Joining the Program is free. Acceptance is at RosterElf's sole discretion — participation is a revocable privilege, not a right, and is not guaranteed by submitting an application. RosterElf may set or change eligibility requirements, and may decline, suspend or remove any partner, at any time and at its sole discretion.

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4. Your role as an advisor

As an Advisor your role is to be your Clients' primary point of contact for setting up and managing RosterElf, and for the payroll, award, accounting and rostering questions that arise from it. You agree to:

1. help your Clients set up, configure and run RosterElf, and handle their payroll, award-interpretation, accounting and rostering questions;
2. represent RosterElf honestly and accurately, and only make claims that are consistent with our published materials;
3. obtain each Client's authority and consent before acting on their behalf or accessing their account or data;
4. not make any representation, warranty or commitment on RosterElf's behalf; and
5. act in a professional manner and not bring RosterElf into disrepute.

Software only. RosterElf provides software. RosterElf does not provide accounting, bookkeeping, tax, payroll, financial or legal advice or services to you or your Clients, and nothing in the Program makes RosterElf responsible for such services. You are solely responsible for the professional services and advice you provide to your Clients, and you must hold and maintain all registrations, licences, memberships and professional indemnity insurance required for your business (including any tax or BAS agent registration where applicable).

Not a representative. Being a partner does not make you an employee, agent, contractor or representative of RosterElf. You must not describe yourself as anything other than a "RosterElf partner", and must not imply that RosterElf endorses your business or is responsible for the services you provide.

Client relationship. Each Client's subscription is a contract between RosterElf and the Client. You do not own or control that relationship, and RosterElf may deal with and contact Clients directly.

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5. Commission, bonuses & tiers

Subject to these Advisor Terms, RosterElf will pay you a Signup Bonus for each new Client that activates an Eligible Subscription, and a recurring monthly Commission based on the Active Employees you manage and your Tier. Current rates, tiers and thresholds are published on the become a partner page and are visible in your partner dashboard.

1. New Clients only. A Signup Bonus and Commission are payable only for genuinely new Clients. No amount is payable for businesses that are, or previously were, RosterElf customers or trial accounts, or that RosterElf was already dealing with.
2. Eligible Subscriptions only. Amounts are payable only while a Client is on a paid, full-price Core or Full Suite subscription. No amount is payable for discounted, promotional, negotiated, complimentary or trial accounts, or the HR-only plan.
3. Active management. Commission accrues only while the Client remains an active, paying customer on an Eligible Subscription and you continue to actively manage that Client on RosterElf. It ceases if the Client leaves, stops paying, downgrades below an Eligible Subscription, or you stop managing them.
4. Commission is calculated on Active Employees counted at the end of each billing period. Your Tier, and per-employee rate, is set by your total Active Employees managed and may move up or down as that number changes.
5. Genuine introductions. Bonuses and Commission are payable only for Clients you genuinely introduced. Self-referrals, your own business or related entities, staff, and artificially split or duplicated accounts are excluded. RosterElf determines attribution and its determination is final.
6. Clawback. RosterElf may withhold, reduce, reverse or set off any Signup Bonus or Commission that was paid in error, relates to a Client that did not genuinely activate, or that cancels, refunds, charges back or downgrades below an Eligible Subscription, or that arises from fraudulent, abusive or non-compliant conduct.
7. RosterElf may adjust rates, tiers, thresholds and the structure of the Program on reasonable notice. Changes apply from the date stated in the notice.
8. No guarantee. Participation does not guarantee any Clients, Active Employees or income.
9. RosterElf may audit and verify your claimed Clients, Active Employees and activity, and you agree to provide reasonable supporting information on request.

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6. Payment & recipient created tax invoices (RCTI)

RosterElf calculates the amounts payable to you and pays them on a monthly basis to your nominated account, subject to any minimum payment threshold notified to you. Because RosterElf determines the value of these amounts, we operate on a recipient created tax invoice basis so that you do not need to issue invoices to us.

(a) RCTI agreement

You and RosterElf agree that RosterElf (as the recipient of the referral and introduction services you supply to us under the Program) may issue RCTIs in respect of the Commission, Signup Bonuses and any other amounts payable to you under the Program. This clause is intended to be an RCTI agreement for the purposes of the GST Act and the Commissioner of Taxation's requirements.

(b) your acknowledgements

You acknowledge and agree that:

1. RosterElf will issue RCTIs (and any adjustment notes) for the supplies you make to us under the Program, and will retain the original and issue you a copy;
2. you will not issue tax invoices in respect of those supplies;
3. you are registered for GST at the time you enter into this agreement, or will notify us if you are not, and you will notify us promptly if you cease to be registered for GST;
4. RosterElf is registered for GST and will notify you if it ceases to be registered; and
5. each party is a party to the RCTI agreement and will comply with its obligations under the GST Act in relation to these supplies.

(c) GST treatment

If you are registered for GST, amounts payable under the Program are treated as GST-inclusive and the RCTI will show the GST component. If you are not registered for GST, no GST component applies and the RCTI will reflect this. It is your responsibility to advise us of your correct GST status and to keep it current.

(d) payment details & disputes

You are responsible for the accuracy of the bank and tax details you provide. If you believe an RCTI or payment is incorrect, contact us within 30 days so we can review it. RosterElf may set off any amount you owe us against amounts payable to you.

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7. GST & taxes

Except as expressly stated, each party is responsible for its own taxes. You are responsible for declaring and paying any income tax, GST or other taxes that apply to amounts you receive under the Program. RosterElf does not provide tax advice; you should obtain your own advice about how the Program affects your tax position.

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8. Marketing materials & brand

RosterElf may provide brochures, fact sheets and other materials for use with prospective Clients. We grant you a limited, revocable, non-exclusive licence to use those materials and the RosterElf name and logo solely to promote RosterElf under the Program, in line with any brand guidelines we provide.

1. You must not alter our materials or logos except as we permit, or use them in a misleading way.
2. You must not register or use any domain name, business name, trade mark or social media handle that includes or is confusingly similar to our brands.
3. Any goodwill arising from your use of our brands belongs to RosterElf.
4. You must comply with the Spam Act 2003 (Cth) and the Do Not Call Register in any marketing you undertake.

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9. Confidentiality & privacy

Each party may receive confidential information of the other. You must keep our confidential information (including commission structures, thresholds and non-public Program details) confidential and use it only for the Program. You must handle any personal information of Clients and their staff in accordance with the Privacy Act 1988 (Cth) and our privacy policy.

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10. Compliance & conduct

You must:

1. comply with all applicable laws, including consumer, privacy, spam and tax laws;
2. not engage in misleading or deceptive conduct, or make false or unauthorised claims about RosterElf;
3. not offer unauthorised inducements, or engage in fraudulent, abusive or artificial activity to inflate Commission or Signup Bonuses; and
4. comply with our Acceptable Use Policy when accessing RosterElf.

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11. Term & termination

These Advisor Terms apply from acceptance into the Program until terminated. Either party may terminate participation in the Program at any time on written notice. We may suspend or terminate your participation immediately if you breach these Advisor Terms, the Agreement or any applicable law, or engage in conduct that harms RosterElf or its customers. RosterElf may also change, pause, suspend or discontinue the Program (in whole or in part) at any time, for any reason, without liability to you.

1. On termination, you must stop using our materials and brands and stop representing yourself as a RosterElf partner.
2. Commission ceases to accrue from the date of termination. RosterElf will pay any Commission and Signup Bonuses properly accrued and payable up to that date, subject to these Advisor Terms.
3. Clauses that by their nature should survive (including confidentiality, liability, indemnity and tax) survive termination.

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12. Relationship of the parties

You and RosterElf are independent parties. Nothing in these Advisor Terms creates a partnership, joint venture, employment or agency relationship. You have no authority to bind RosterElf, and you are responsible for your own business costs, staff and obligations.

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13. Liability & indemnity

Nothing in these Advisor Terms excludes rights you may have under the Australian Consumer Law that cannot be excluded. Subject to that, to the maximum extent permitted by law, RosterElf is not liable for any indirect or consequential loss, or loss of profits or revenue, arising in connection with the Program, and our total aggregate liability is limited to the total Commission paid to you in the 12 months before the relevant claim.

You indemnify RosterElf against any loss, liability or cost arising from your breach of these Advisor Terms, your misrepresentation or unauthorised conduct, your breach of any applicable law, or the professional services or advice you provide to your Clients (including any Client claim arising from those services).

RosterElf gives no warranty about, and accepts no responsibility for, the accounting, tax, payroll or other professional services you provide. Your Clients do not rely on RosterElf for those services, and you must make that clear to them.

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14. Changes to these terms

RosterElf may update these Advisor Terms from time to time. We will publish the updated version on this page and update the "last updated" date. If you continue to participate in the Program after a change takes effect, you accept the updated Advisor Terms.

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15. General

1. Governing law. These Advisor Terms are governed by the laws of Western Australia, and each party submits to the courts of that state.
2. Assignment. You may not assign your participation in the Program without our consent. We may assign or novate our rights and obligations.
3. Severability. If any provision is invalid or unenforceable, the remaining provisions continue in full force.
4. Waiver. A failure to enforce any right is not a waiver of that right.
5. Entire agreement. These Advisor Terms, together with the Agreement, are the entire agreement about the Program.

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16. Contact

For questions about these Advisor Terms or the Program, please contact us.