TimePlate Partner Programme Agreement

In this Partner Programme Agreement ("Agreement"): "SlashHub" means SlashHub Limited (a company incorporated in Hong Kong), the owner and operator of TimePlate; "Partner" or "you" means the individual or entity accepted into the TimePlate Partner Programme, whether an internal sales representative or an external affiliate ("Internal Partner" or "External Partner" respectively); "Programme" means the TimePlate Partner Programme; "Customer" means a business entity that subscribes to a paid TimePlate plan; "Invite Code" means the unique alphanumeric code assigned to you; "Attribution" means the linking of a Customer account to you via an Invite Code; "Commission" means the one-time amount payable to you under this Agreement; "Net First-Year Fee" means the amount actually received and retained by SlashHub for a Customer's first paid annual subscription, exclusive of taxes, refunds, chargebacks, payment-processor fees, and any amount later reversed.

Capitalised terms not defined here have the meanings given in the SlashHub Terms of Service ("Terms"). This Agreement incorporates the Terms by reference. In the event of conflict between this Agreement and the Terms, this Agreement prevails with respect to the Programme only.

Participation in the Programme is by invitation or approval only. External applicants must submit a complete application, and SlashHub may approve, reject, or condition any application in its sole and absolute discretion, with or without reason. Internal applicants must be authorised by SlashHub. You must be at least 18 years old and legally capable of entering into a binding contract.

You are responsible for the accuracy of the information in your application and account, and for keeping it current. SlashHub may verify your identity, business registration, tax status, and any information you provide, and may refuse or withdraw participation based on the results.

SlashHub may suspend or terminate your participation at any time under Clause P-13. Acceptance into the Programme does not create any exclusivity, territory, minimum-volume commitment, or guaranteed income.

You participate as an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, joint venture, franchise, or fiduciary relationship between you and SlashHub. You have no authority to bind SlashHub, make any representation, warranty, or commitment on its behalf, or incur any liability for it.

There is NO BASE SALARY, retainer, draw, guarantee, minimum payment, or employment benefit of any kind under the Programme. Your only compensation is the Commission described in this Agreement, and you are not entitled to any payment unless a Commission is validly earned and payable.

You are solely responsible for your own working hours, methods, expenses, equipment, insurance, and any personnel you engage. You may not describe yourself as an employee, officer, or agent of SlashHub, and you must not hold yourself out as having authority you do not have.

SlashHub will issue you a unique Invite Code. The Invite Code is personal to you, is revocable, and must be kept secure. You may share the Invite Code with prospective Customers, but you may not sell, rent, transfer, pool, or publish it on coupon, cashback, "deal", or code-sharing sites, or use it in paid search advertising, without SlashHub's prior written consent.

A Customer is attributed to you only if the Invite Code is validly entered (a) during the Customer's account registration, or (b) on the Customer's subscription page before the Customer's first successful payment. Attribution is FIRST-WRITE-WINS. Once an account is attributed, it cannot be re-attributed except by SlashHub. Attribution is not available after the Customer has started a trial or paid subscription, or after a Commission has been recorded. You may not attribute your own entity, an entity you control, or an entity in which you have a financial interest (self-referral is prohibited).

SlashHub is the sole and final arbiter of Attribution. SlashHub may refuse, correct, or reverse an Attribution that it reasonably believes is invalid, erroneous, fraudulent, self-referred, or in breach of this Agreement, and may suspend or rotate your Invite Code at any time.

Commission is a ONE-TIME percentage of the Net First-Year Fee for each attributed Customer. Renewals, subsequent years, upgrades, add-ons, one-time purchases, free plans, and any amount not actually received and retained by SlashHub do not generate Commission.

A Commission is earned only when, and to the extent that, SlashHub has actually received and retained the corresponding Net First-Year Fee, free of refunds, chargebacks, and disputes. The rate is determined from your cumulative attributed Net First-Year Revenue immediately BEFORE the relevant Customer's first paid year, in accordance with the tier schedule in Clause P-6. The applicable rate is fixed and snapshotted at the time the Commission is recorded and does not change retroactively.

Commission is denominated in Hong Kong Dollars (HKD). SlashHub's records (including its third-party billing records) are conclusive and binding as to the amounts received, the applicable rate, and the Commission payable, absent manifest error. Commission is not earned on any Customer obtained in breach of this Agreement, by fraud, by misrepresentation, or through any Prohibited Conduct.

Commission rates rise automatically with your cumulative attributed Net First-Year Revenue, as follows: Tier 1 (under HK$50,000): 15%; Tier 2 (HK$50,000–HK$149,999): 18%; Tier 3 (HK$150,000–HK$299,999): 20%; Tier 4 (HK$300,000–HK$499,999): 22%; Tier 5 (HK$500,000 and above): 25%.

Tiers are cumulative and, in the current version of the Programme, do not reset annually. The maximum rate is 25%. SlashHub may modify the tier thresholds or rates prospectively at any time under Clause P-19; the rate for a Commission already recorded is not affected by a later change.

You must provide accurate payout details (for example, FPS identifier or bank details). You are solely responsible for the accuracy and completeness of those details. SlashHub is not liable for any loss, delay, or misdirected payment arising from incorrect or incomplete payout information you provide, and payments made to the details you provided discharge SlashHub's obligation to pay.

Payouts are made periodically, in SlashHub's discretion, for Commissions that have been approved. The Partner may be required to complete identity verification to SlashHub's reasonable satisfaction before a payout is made, and SlashHub may withhold payouts until verification is complete; payee identity verification is normally performed by SlashHub's licensed payment provider. The Partner is solely responsible for their own taxes on Commission; SlashHub does not file tax returns on the Partner's behalf. See the Partner Privacy Notice (PICS) for how SlashHub handles the Partner's personal data. The Partner may nominate up to TWO payout days per calendar month, and in any event NOT MORE THAN TWO PAYOUTS are made to a Partner in any calendar month. NO PAYOUT IS MADE until an authorised TimePlate administrator has reviewed the relevant Commission and CONFIRMED THE FINAL PAYABLE AMOUNT; a Commission that is still pending (not yet confirmed) is not payable, and the confirmed amount may differ from the amount originally computed. SlashHub may set a minimum payout threshold and may require valid identity information before releasing payment. SlashHub may withhold or delay a payout, and may apply any Clawback or Set-Off under Clause P-8, where it reasonably suspects fraud, a breach of this Agreement, a customer dispute, or a legal or regulatory requirement.

No interest accrues on any unpaid or withheld amount. Commission is not assignable by you without SlashHub's prior written consent.

Commission is provisional until a payout is made. SlashHub may reverse, reduce, or recover a Commission (a "Clawback") where the underlying Net First-Year Fee is refunded, charged back, disputed, or not ultimately retained (within a clawback window of thirty (30) days from the earning date, or such longer period as required by law or by the payment network), or where the Commission was earned through fraud, error, a breach of this Agreement, or Prohibited Conduct.

Where a Clawback exceeds Commissions otherwise payable to you, the excess is a debt due from you to SlashHub, and SlashHub may set off the amount against any present or future Commission or other amount it owes you. You agree to repay any unrecovered excess within thirty (30) days of written demand.

SlashHub may also adjust a Commission, and its records of cumulative revenue and tier, to correct any error or to give effect to this Clause. Reversals are recorded in the Programme ledger and reflected in your portal.

You must promote TimePlate honestly, accurately, and professionally. You must not: make false, misleading, or unauthorised claims about TimePlate, its features, pricing, or compliance; promise any discount, rebate, feature, or term that SlashHub has not authorised; use spam, unsolicited bulk messaging, robocalls, or any unlawful marketing method; engage in fraud, bribery, corruption, or kickbacks; infringe the rights of SlashHub or any third party; or violate any applicable law, regulation, or industry code.

You must comply with all applicable anti-bribery, anti-corruption, sanctions, and trade-control laws, including (where applicable) Hong Kong's Prevention of Bribery Ordinance (Cap. 201), the UK Bribery Act 2010, and the US Foreign Corrupt Practices Act. You must not offer, promise, or give anything of value to any government official or private person to obtain or retain business or an improper advantage for SlashHub.

You represent and warrant that you are not a person or entity subject to sanctions, and that you will not promote TimePlate in any restricted or embargoed territory. SlashHub may suspend or terminate your participation immediately if it reasonably believes you have engaged in Prohibited Conduct or a breach of this Clause.

In the course of the Programme you may receive Confidential Information (including Customer information, pricing, roadmaps, and business methods). You must keep Confidential Information strictly confidential, use it only to perform your obligations under this Agreement, and not disclose it except as required by law. This obligation survives termination for five (5) years (or indefinitely for trade secrets).

You must comply with all applicable data-protection laws, including the Hong Kong Personal Data (Privacy) Ordinance (Cap. 486) and, where applicable, the EU/UK GDPR. You must not collect, use, retain, or transfer any personal data of Customers or their employees except as strictly necessary and authorised, and you must not sell or misuse such data. You must promptly notify SlashHub of any suspected data breach affecting information you hold in connection with the Programme. You may not act as a data processor for Customers under the Programme without SlashHub's prior written consent.

All intellectual property in TimePlate — including the software, brands, logos, and content — is and remains the exclusive property of SlashHub and its licensors. You receive no ownership rights. SlashHub grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to use the TimePlate name and approved marketing materials solely to promote TimePlate in accordance with this Agreement and SlashHub's brand guidelines.

The licence ends automatically on termination. You must not register or use any domain name, social-media handle, business name, or trademark that is confusingly similar to TimePlate or SlashHub, bid on TimePlate or SlashHub brand keywords in paid search without prior written consent, create a competing product, or reverse-engineer any part of the platform. All goodwill arising from your use of the brands inures to SlashHub.

You are solely responsible for the assessment, reporting, filing, and payment of all taxes, levies, and duties arising from any Commission or payout, and for any business-registration or licensing obligations applicable to you. Commissions are paid as gross amounts. SlashHub does not withhold for you except where required by law.

You must indemnify SlashHub against any tax, penalty, interest, or liability it incurs as a result of your failure to comply with this Clause. SlashHub may request reasonable tax documentation and may withhold payouts until it is satisfied.

This Agreement begins when you are accepted into the Programme and continues until terminated. Either party may terminate your participation at any time, with or without cause, on written notice. SlashHub may immediately suspend or terminate the Programme (or your participation) without notice where it reasonably suspects fraud, a breach, Prohibited Conduct, or where required by law or by a partner network.

On termination: (a) your Invite Code is deactivated and you must stop promoting TimePlate and using the brands; (b) you must return or destroy Confidential Information on request; and (c) subject to Clause P-8, Commissions that were fully earned and approved before the effective date of termination (but not yet paid) remain payable, while no Commission arises from any payment received after termination. If you are an Internal Partner, your participation and any associated access also end when your engagement with SlashHub ends.

Clauses which by their nature should survive termination (including P-3, P-5, P-6, P-8, P-10, P-12, P-14 through P-18) survive.

This Agreement forms part of, and is subject to, the SlashHub Terms of Service, including its disclaimers, limitation of liability, and indemnity provisions (which apply to the Programme) and its governing-law and dispute-resolution provisions. Where a matter is addressed in both, this Agreement governs the Programme; otherwise the Terms apply.

SlashHub may modify the Programme and this Agreement prospectively at any time, including tier thresholds, rates, payout cadence, and eligibility. Material changes will be notified through the partner portal or by email, and continued participation after the effective date constitutes acceptance. If you do not agree, you may terminate your participation.

The Programme, the platform, the Invite Code system, the partner portal, and all related services are provided "AS IS" and "AS AVAILABLE" without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement. SlashHub does not warrant that the platform will be uninterrupted, error-free, secure, or that any Attribution, Commission calculation, or payout record will be free from error, although SlashHub will use reasonable efforts to maintain accurate records.

SlashHub does not guarantee any level of earnings, leads, conversions, or income. Any examples are illustrative only. Your success depends on your own efforts and factors beyond SlashHub's control.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SLASHHUB AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, OPPORTUNITY, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THE PROGRAMME, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SLASHHUB'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PROGRAMME WILL NOT EXCEED THE TOTAL COMMISSION ACTUALLY PAID BY SLASHHUB TO YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under applicable law.

You will indemnify, defend, and hold harmless SlashHub Limited and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, fines, and expenses (including reasonable legal fees) arising out of or relating to: (a) your promotion of TimePlate; (b) your breach of this Agreement or the Terms; (c) your violation of any law or third-party right; (d) any representation, promise, or commitment you make to a Customer or third party; (e) any Prohibited Conduct, fraud, or misrepresentation; and (f) any tax liability under Clause P-12.

This Agreement is governed by the laws of the Hong Kong Special Administrative Region, without regard to conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the courts of Hong Kong, save that SlashHub may seek injunctive relief in any competent jurisdiction to protect its intellectual property or Confidential Information.

Before commencing proceedings (other than for injunctive relief), the parties will attempt in good faith to resolve any dispute through negotiation, and, if unresolved within thirty (30) days, may refer the dispute to arbitration in Hong Kong under the HKIAC Administered Arbitration Rules, seated in Hong Kong, in English. Nothing in this Clause prevents SlashHub from recovering undisputed Clawback amounts.

You may not assign or transfer this Agreement without SlashHub's prior written consent; SlashHub may assign it freely. If any provision is held unenforceable, the remaining provisions continue in full force. A failure to enforce a provision is not a waiver. This Agreement, together with the Terms and the TimePlate Subscription Terms, is the entire agreement between you and SlashHub regarding the Programme and supersedes any prior understanding. Notices to you may be sent to the contact details in your account and are deemed delivered when sent. Nothing in this Agreement confers rights on any third party.

For questions about the Programme or this Agreement, contact partners@slashhub.hk.