Carmada Motion Terms

Quick summary: Partners introduce new clients for vehicle acquisition and finance coordination. Commissions are paid on completed transactions after Carmada receives revenue and any applicable cooling-off period ends. Partners must not give credit advice or run finance applications, and must follow consent, spam, and invoicing requirements. If your referral becomes a completed, paid transaction, you can earn a commission shown in your partner dashboard. You are an introducer only. You must not provide credit advice, recommend lenders or products, or help someone apply for finance. If you share a person’s details with Carmada, you must have their consent to be referred and contacted, and you must follow spam rules if you message people. If you are GST registered and GST applies, you must provide a valid tax invoice before any GST component is paid.

CARMADA MOTION. PARTNER TERMS OF USE

Carmada Motion. Partner Terms of Use

These Partner Terms of Use (Terms) govern participation in Carmada Motion, the professional partner referral program operated by Carmada (AUS) Pty Ltd (ABN 72 651 543 029) (Carmada, we, us, our).

By applying to, accessing, or participating in Carmada Motion, you agree to these Terms.

1. Definitions

In these Terms:

• Approved Materials means any marketing copy, disclaimers, links, creative, templates, brand assets, and guidance that Carmada provides or approves in writing for Partner use from time to time.
• Chargeback includes any reversal, dispute, chargeback, refund, partial refund, cancellation, non-payment, or clawback event affecting Carmada Revenue.
• Client means an end customer introduced by a Partner.
• Completed Transaction means a transaction where (as applicable) a vehicle acquisition service is completed and/or a finance arrangement is settled, and Carmada has received Carmada Revenue.
• Cooling-Off Period means any statutory or contractual cooling-off period or rescission period applying to the relevant product or service, if any.
• Carmada Revenue means the amounts actually received by Carmada in cleared funds that are attributable to a Completed Transaction, excluding GST (unless Carmada states otherwise in the Dashboard), and excluding amounts later affected by a Chargeback.
• Dashboard means Carmada’s partner portal or dashboard through which commissions, referral status, notices, and program settings may be communicated.
• Lane 1 Introducer means a Partner who introduces prospective clients to Carmada only and does not engage in any regulated credit activity or credit assistance.
• New to Carmada means a Client who, at the time of referral, is not already recorded in Carmada’s systems as a lead or customer, and has not previously engaged Carmada, as determined by Carmada in its reasonable discretion.
• Partner means the applicant or participating business entity and its personnel.
• Qualified Referral means a Referral that meets the requirements in clause 4.
• Referral means a Client introduction made via the approved referral method in clause 4.
• Partner Marketing Policy means Carmada’s Partner Marketing Policy, as amended from time to time.
• GST has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

2. Nature of the Program and Partner Status

2.1 Carmada Motion is a referral-based program for professional partners.

2.2 Partners may introduce prospective clients to Carmada for:

• Vehicle acquisition services
• Vehicle finance services through Carmada and relevant licensed parties
• Integrated vehicle and finance coordination

2.3 Partners participate as Introducers only. Partners must only introduce Clients to Carmada and must not do anything that would constitute regulated credit activity or credit assistance.

2.4 Partners do not represent Carmada. Partners are not authorised to bind Carmada, enter into contracts on Carmada’s behalf, or make representations, warranties, or promises on Carmada’s behalf.

2.5 Nothing in these Terms creates an employment relationship, partnership, joint venture, agency, or franchise between the parties.

3. Approval, Eligibility, and Ongoing Requirements

3.1 Participation is subject to Carmada’s approval in its sole discretion.

3.2 Carmada may approve, decline, suspend, or terminate a Partner account at any time, including where Carmada considers there is compliance risk, reputational risk, fraud risk, or operational risk.

3.3 Partners must:

• operate a legitimate business and provide accurate business and contact details
• keep payment details and tax details current
• comply with all applicable laws and industry requirements in Australia
• promptly notify Carmada of any matter that could materially affect compliance with these Terms

4. Referral Process and Eligibility

4.1 A Referral is valid only where:

• the Client is introduced via the Partner’s approved referral link or other method approved by Carmada in writing
• the Client is New to Carmada
• the Client independently engages Carmada
• the Partner has complied with these Terms, including the consent and compliance obligations in clause 10

4.2 Carmada may use reasonable methods to detect duplicate referrals and may attribute a Client to another source where Carmada reasonably determines the Client was already known to Carmada or acquired through a different channel.

4.3 Carmada has final determination over whether a Referral is a Qualified Referral and whether a transaction is a Completed Transaction.

4.4 Partners must not attempt to circumvent referral tracking, including through cookie stuffing, forced clicks, misleading link placement, or any other artificial tracking practice.

5. Commission Structure

5.1 Commission is percentage-based and calculated on Carmada Revenue from Completed Transactions.

5.2 Commission categories may include:

• Vehicle Acquisition
• Vehicle Finance
• Integrated Vehicle and Finance

5.3 Commission rates, eligibility rules, minimum payment thresholds, and any limited-time multipliers are displayed in the Dashboard and may vary by Partner.

5.4 Commission is payable only after:

• the transaction is a Completed Transaction
• Carmada has received Carmada Revenue in full in cleared funds
• any applicable Cooling-Off Period has expired
• the Referral remains compliant and undisputed

5.5 No commission is payable on cancelled, refunded, unpaid, reversed, partially reversed, fraudulent, or non-compliant transactions.

5.6 Carmada may adjust commission structures with reasonable notice by updating the Dashboard and/or giving notice under clause 16.

6. Multi-Tier Commissions (If Enabled)

6.1 Where enabled by Carmada, a Partner may earn a percentage of commission generated by directly referred sub-partners.

6.2 Multi-tier commission:

• applies only to approved Partner accounts
• applies only to revenue from Completed Transactions
• does not apply to recruitment alone
• is limited to the structure shown in the Dashboard

6.3 Carmada may disable multi-tier commissions for any Partner or generally at any time.

7. Lane 1 Boundary and Finance Conduct Rules

7.1 Partners must not engage in regulated credit activity or credit assistance. Without limiting this, Partners must not:

• suggest, recommend, or compare specific lenders, credit products, or loan structures for a Client
• collect or assess a Client’s financial information for the purpose of matching the Client to a credit product
• assist a Client to apply for credit, complete application forms, submit documents, or communicate with a lender as part of a credit application process
• represent that a Client is approved, pre-approved, likely to be approved, or will receive any particular rate, term, or repayment
• represent that the Partner or Carmada can make credit decisions

7.2 Partners may:

• make a general introduction to Carmada’s services
• encourage a Client to speak directly with Carmada
• share Carmada’s official referral link or Approved Materials
• refer the Client to Carmada for vehicle and finance coordination handled by Carmada and relevant licensed parties

7.3 All finance discussions, structuring, assessment, and approvals are handled solely by Carmada and its licensed partners. Partners have no role in credit decisioning.

8. Prohibited Conduct and Marketing Rules

8.1 Partners must not:

• misrepresent Carmada’s services, pricing, or availability
• make statements that are false, misleading, deceptive, or likely to mislead or deceive
• use high-pressure sales tactics, harassment, or unfair practices
• engage in cookie stuffing, forced clicks, referral fraud, or other tracking manipulation
• impersonate Carmada or present as an employee, agent, dealer, or official representative
• bid on Carmada brand terms, use Carmada trademarks in ad copy, or register domains or social handles containing Carmada branding without Carmada’s written approval
• send unsolicited or non-compliant communications, including spam, or contact people without appropriate consent

8.2 Partners must use only Approved Materials unless Carmada approves variations in writing.

8.3 Carmada may require a Partner to modify or remove any marketing placement immediately on request. Failure to comply is a material breach.

8.4 The Partner Marketing Policy is incorporated by reference into these Terms. If there is inconsistency, Carmada may specify which requirement applies.

9. Intellectual Property and Brand Use

9.1 Carmada grants the Partner a limited, revocable, non-exclusive, non-transferable licence to use Carmada trademarks and Approved Materials solely for participation in the program and only as approved.

9.2 All goodwill in Carmada trademarks and brand assets accrues to Carmada.

9.3 The Partner must cease use of Carmada IP immediately on termination or on Carmada’s request.

10. Privacy, Consent, and Communications Compliance

10.1 The Partner warrants that it will comply with all applicable privacy and communications laws in Australia, including the Privacy Act 1988 (Cth) (where applicable) and the Spam Act 2003 (Cth).

10.2 Consent to refer and be contacted. If a Partner provides a Client’s personal information to Carmada (for example name, phone, email), the Partner warrants that:

• the Client has expressly consented to their details being provided to Carmada for the purpose of being contacted by Carmada about vehicle and finance services
• the Client has been told the Partner may receive a referral fee or commission
• the Partner will provide evidence of that consent to Carmada on request

10.3 Data minimisation. The Partner must only provide the minimum personal information necessary to make the referral and must not provide sensitive information or financial information (for example bank statements, payslips, credit reports) unless Carmada explicitly requests it and provides a secure method.

10.4 Spam and marketing. Where the Partner sends electronic marketing messages about Carmada (including SMS or email), the Partner warrants it has the required consent and includes a compliant opt-out mechanism, and will honour opt-out requests promptly.

10.5 Carmada may suspend referrals and commission where consent or compliance evidence is not provided.

11. Confidentiality

11.1 Partners must keep confidential any non-public information about Carmada including pricing, commissions, systems, processes, client information, and partner data.

11.2 Confidentiality obligations continue after termination.

12. Payment Terms, GST, and Tax

12.1 Commission payments are made in Australian Dollars (AUD).

12.2 Payment timing, payout methods, and minimum thresholds are outlined in the Partner dashboard.

12.3 GST and tax invoices

• The Partner is responsible for determining whether it is required to be registered for GST and for meeting all of its own tax obligations.
• If the Partner is registered for GST and GST is payable on the Partner’s supply to Carmada (referral and marketing services), the Partner must provide Carmada with a valid Australian tax invoice before Carmada will pay any GST component. The tax invoice must include the Partner’s ABN and show the GST amount (or clearly state if the supply is GST-free).
• Unless Carmada states otherwise in the Partner dashboard, commission amounts are calculated exclusive of GST.
• If a valid tax invoice is provided and GST is properly chargeable, Carmada will pay the commission plus GST.
• If the Partner is not registered for GST, the Partner must not charge GST and will be paid the commission amount only.
• Carmada may withhold payment until required invoicing details are provided and may reject invoices that are not valid or do not match the approved payout request.

12.4 International partners

• If the Partner is not based in Australia, the Partner is responsible for its own local tax treatment. Carmada will not gross up commissions for foreign taxes unless required by law.

12.5 Set-off and adjustments

• Carmada may set off amounts owed by the Partner to Carmada against commissions payable, including where prior payments are adjusted due to refunds, reversals, chargebacks, ineligible referrals, or other clawbacks under these Terms.

13. Clawbacks, Set-Off, and Adjustments

13.1 If a Chargeback occurs in relation to a Completed Transaction for which commission has been paid or is payable, Carmada may:

• reduce future commissions by the corresponding amount
• require repayment within 14 days of notice
• treat the referral as ineligible

13.2 Carmada may set off any amounts owed by the Partner to Carmada against commissions payable.

13.3 Where a Referral is later found to be fraudulent, non-compliant, duplicated, or otherwise ineligible, Carmada may reverse eligibility and apply clause 13.1.

14. Compliance Reviews, Audit, and Cooperation

14.1 Carmada may conduct compliance reviews and audits reasonably required to manage regulatory, fraud, or reputational risk.

14.2 The Partner must provide reasonable cooperation, including:

• evidence of consent under clause 10
• copies or links to marketing placements and campaigns
• explanation of referral practices and lead sources

14.3 Carmada may suspend tracking, referrals, and payments during a compliance review.

15. Term and Termination

15.1 Either party may terminate participation at any time by notice.

15.2 Carmada may immediately suspend or terminate a Partner account for breach, suspected breach, fraud, compliance risk, reputational risk, or failure to comply with a takedown request.

15.3 On termination:

• referral links may be disabled
• the Partner must cease using Carmada trademarks and Approved Materials
• accrued commission will be handled under clause 15.4

15.4 Accrued commission. Carmada will pay valid earned commission in the normal payment cycle provided:

• the Referral and Completed Transaction remain compliant
• no Chargeback is pending or reasonably anticipated
• the Partner has provided any required invoice and tax details
  Carmada may withhold unpaid commissions where there is evidence of breach, fraud, non-compliance, or unresolved disputes.

16. Notices and Amendments

16.1 Carmada may provide notices by email, via the Dashboard, or by other reasonable means.

16.2 Carmada may update these Terms from time to time. Continued participation after notice constitutes acceptance of updated Terms.

17. Disputes (Referral Attribution and Commission)

17.1 If a Partner disputes referral attribution or commission, the Partner must notify Carmada within 30 days of the relevant Dashboard entry or payment statement, providing supporting evidence.

17.2 Carmada will review and respond within a reasonable time. Carmada’s determination is final, acting reasonably.

18. Limitation of Liability

18.1 To the extent permitted by law, Carmada is not liable for indirect or consequential loss, loss of profits, loss of business, or loss of opportunity arising out of or in connection with the program.

18.2 Carmada’s total aggregate liability to the Partner arising out of or in connection with these Terms is limited to the total commissions paid to the Partner in the 3 months preceding the event giving rise to the claim.

18.3 Nothing in these Terms excludes, restricts, or modifies any rights or remedies that cannot be excluded under applicable law.

19. Indemnity

19.1 The Partner indemnifies Carmada and its officers, employees, contractors, and related bodies corporate against any loss, damage, liability, cost, or expense arising out of or in connection with:

• the Partner’s breach of these Terms
• any misleading, deceptive, or unlawful marketing by the Partner
• any breach of privacy or spam obligations by the Partner
• any claim by a Client or regulator arising from the Partner’s conduct
• fraud, referral manipulation, or misuse of Carmada IP by the Partner

20. Governing Law

These Terms are governed by the laws of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Queensland.

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