Pivra Partner Agreement

This Partner Agreement is between Bluebird Technologies Pty Ltd (ABN 57 628 676 764), trading as Pivra ("Pivra", "we"), and the business named when this Agreement is accepted (the "Partner", "you").

The Partner accepts this Agreement electronically, in the Pivra app, through a person authorised to sign for it. Pivra records the version accepted, the name and title of that person, the time, and the IP address and browser details, as the record of the contract.

Pivra appoints the Partner as a non-exclusive partner. Pivra may appoint other partners anywhere, and the Partner may work with other products.

This Agreement creates no agency, partnership, joint venture or employment. The Partner may not bind Pivra, make commitments on its behalf, or represent itself as Pivra.

The Partner refers customers through its own referral link.

• Attribution is first touch: the first partner referral link a browser opens is the one that counts.
• The referral window is 90 days from the visit.
• A referral counts only for a new customer who creates a Pivra workspace within that window.
• An existing Pivra customer is attributed to the Partner only from the date it accepts the Partner's access invitation.
• Commission is never retroactive. Nothing paid before an attribution starts earns commission.

When the Partner manages a client's Pivra workspace:

• access exists only because the client grants it, is limited to the scopes the client chooses, and may be revoked by the client at any time;
• the Partner acts on the client's instructions as the client's authorised user;
• the Partner must have its own agreement with each client covering the work and the client's data;
• when access ends, the client's chatbot keeps answering on every channel. Any outbound automation or integration the Partner set up that sends the client's data elsewhere is paused until the client reviews it, and channels the Partner connected are listed for the client to keep or disconnect;
• Pivra shows the client a log of the Partner's actions in its workspace.

• Rates: Silver 20%; Gold 25%, with 10 or more active paying clients; Platinum 30%, with 25 or more. The tier is evaluated each month and applies to invoices paid from then on. It never applies retroactively.
• Base: the amount the client paid Pivra for Pivra Business chatbot subscriptions, excluding taxes, discounts and credits.
• Duration: commission is paid for 24 months per client, counted from the client's first paid invoice that earns commission.
• Hold: commission is held for 30 days after the payment it comes from before it can be paid out.
• Reversals: refunds and chargebacks reverse the commission earned on the amount refunded or charged back. A negative balance is set off against future commission.
• Exclusions: no commission is earned on Pivra Desk subscriptions or on one-off payments.

Commission for a client attributed to the Partner through an access invitation ends when the client revokes the Partner's access.

Commission for a client the Partner referred, or for a client whose workspace the Partner created and handed over, continues to the end of its 24 months, even if the client revokes access, while the Partner remains in good standing under this Agreement.

• Pivra issues a statement each month, for each currency in which the Partner earned commission.
• Pivra pays by bank transfer within 30 days of a statement whose balance reaches the payout threshold: USD 50 or AUD 75, assessed separately for each currency. A balance below the threshold carries forward.
• Payment is made in the currency in which the commission was earned. Pivra does not convert balances between currencies.
• The Partner gives its bank details through the channel Pivra specifies. They are not entered in the Pivra app.
• Payment requires the Partner to have accepted the current version of this Agreement.
• A Partner based in Australia must have an ABN and be registered for GST, and must stay registered for as long as it is a Partner.

No commission is earned on the Partner's own workspaces, or on workspaces of the Partner's related parties.

Pivra may hold commission under review for up to 60 days. Pivra may void an attribution, and reverse the commission on it, where it was obtained by fraud, cookie stuffing, misleading conduct, or bidding on Pivra brand terms in paid search.

Commission is exclusive of GST.

Partners in Australia:

• the parties agree that Pivra issues recipient-created tax invoices (RCTIs) for the Partner's supplies under this Agreement, and adds GST;
• the Partner will not issue tax invoices for the same supplies;
• the Partner will tell Pivra within 7 days if it stops being registered for GST or its ABN changes;
• where a statement is in a currency other than Australian dollars, the RCTI states the GST in Australian dollars, converted at the Reserve Bank of Australia exchange rate on the statement date, and records that rate and date;
• if a refund or chargeback reverses commission already paid, Pivra issues an adjustment note with the next statement.

Partners outside Australia:

• Pivra issues commission statements, which are not tax invoices, and pays by bank transfer;
• the Partner is responsible for its own taxes, and for any tax paperwork, where it is based.

• The Partner complies with the Spam Act 2003 (Cth) and with the anti-spam laws where it operates.
• The Partner makes no misleading claims about Pivra, its features or its prices.
• The Partner discloses its commercial relationship with Pivra to clients when it recommends Pivra.
• The Partner follows Pivra's brand guidelines.

Each party protects the other's confidential information and uses it only for this Agreement.

The Partner sees a client's data only through the client's grant, and must not copy it outside Pivra except as the client instructs.

Either party may end this Agreement on 30 days' notice. Pivra may end it immediately if the Partner breaches it.

When this Agreement ends, all of the Partner's access to client workspaces ends. Commission that has accrued and passed its hold is paid, unless the Agreement ends for fraud or a material breach, in which case unpaid commission is forfeited.

Pivra may publish a new version of this Agreement with 30 days' notice. Where the new version says so, continuing in the programme requires accepting it.

To the extent the law allows, each party excludes liability for indirect and consequential loss, and Pivra's total liability under this Agreement is capped at the commission paid to the Partner in the 12 months before the claim.

Nothing in this Agreement excludes the consumer guarantees, or any other right, that the law does not allow to be excluded.

This Agreement is governed by the laws of New South Wales, Australia, as the Terms of Service are, and the parties submit to the exclusive jurisdiction of the courts of New South Wales.

This Agreement, together with the Pivra Terms of Service, is the entire agreement between the parties about the partner programme.