Carmada Motion™ Terms

Version 4.1 (18 August 2026)

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. Before you introduce someone, make sure they know Carmada pays you if it leads to a completed transaction; Carmada’s intake confirms it in writing. You’re paid when your introduction completes a transaction, and nothing is added to the client’s price; your fee comes out of what Carmada earns.

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.
• Sourcing Commission means, for a vehicle acquisition Completed Transaction, the difference between the amount Carmada charges the Client for sourcing that vehicle and Carmada's own acquisition cost for that vehicle, excluding GST, before any amount is paid to any Partner or introducer under these Terms.
• 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 may be percentage-based, flat-dollar, or a combination of both. The applicable rates and amounts, and the basis on which any percentage is calculated, are set out in the Dashboard.

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, a flat-dollar amount, or a combination of both, as set out in the Dashboard, from Completed Transactions 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.

7.4 Finance referral mechanics. Where a referral involves vehicle finance, the Partner must do no more than: tell the Client that Carmada and its licensed finance partners may be able to help with vehicle finance; and, with the Client’s consent, pass the Client’s name, contact details, and a short description of what the finance is for (for example the vehicle the Client is looking for, the approximate amount, and the type of finance the Client says they want) to Carmada within five business days of obtaining that consent. The Partner must not collect or pass anything about the Client’s financial position (for example income, expenses, payslips, bank statements, credit history), must not pass identification documents or completed application forms, and must not charge the Client any fee for making a referral.

7.5 The Partner confirms that it is not banned or disqualified from engaging in credit activity under the National Consumer Credit Protection Act 2009 (Cth), and that making referrals is incidental to its main business and is not its principal activity. The Partner must notify Carmada promptly if either of these things changes.

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
• describe the Partner, its services, Carmada, or Carmada’s services as "independent", "impartial", or "unbiased" in connection with the program
• 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 payment disclosure. 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 that Carmada pays the Partner if the introduction leads to a completed transaction
• the Partner will not do anything to hide, contradict, or undermine Carmada’s own disclosure of the payment arrangement to the Client
• the Partner will provide evidence of that consent to Carmada on request

Carmada will confirm the payment arrangement to the Client in writing, on the referral landing page or in its first contact, before providing services, and will keep a record of the Client proceeding after that disclosure. Commission is payable only where Carmada’s records show the Client received this disclosure and proceeded.

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 A Partner may terminate participation at any time by notice. Carmada may terminate a Partner’s participation without cause by giving 30 days’ notice, and may suspend or terminate immediately under clause 15.2.

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.

21. Sourcing Commission Safety Cap

On every vehicle sourced through a Partner's introduction, the amount paid to the Partner under this program will never exceed 80% of the Sourcing Commission on that vehicle. Where a lower rate would otherwise apply (for example, a vehicle sold for under $25,000, which pays half the Partner's standard rate), the reduced rate is calculated first, and the 80% cap is then applied to that reduced figure, not to the Partner's full standard rate. The one exception is the double payment on a Partner's first delivered vehicle, which is not subject to this cap. On written request, Carmada will confirm to the Partner whether the cap applied to a specific payment and, if so, the Sourcing Commission figure it was calculated against.

22. Mutual Non-Circumvention

Neither party will use information or relationships gained through this agreement to bypass the other. Carmada will not approach a Partner's introduced Clients directly for any purpose beyond the specific vehicle transaction requested. A Partner will not approach Carmada's wholesale buying network, suppliers, or finance providers directly, or encourage an introduced Client to do so, in order to avoid a transaction being attributed to this agreement. This clause continues to apply after this agreement ends, for any Client relationship or transaction that arose during the agreement.

23. Change of Control

If Carmada is acquired, merges, or otherwise changes ownership or control, a Partner's founding rates and benefits under this agreement (including sourcing commission, finance fee, and introducer payment rates and caps) carry across to the new owner unchanged. If the new owner will not honour those terms, the Partner may terminate the agreement immediately by written notice. On any termination under this clause, Carmada (or its successor) will pay out all amounts owed under this agreement (sourcing commission, finance fee, and introducer payments alike) for transactions already settled, and all such amounts for transactions already in progress at the time of the change of control, once those transactions complete.

24. Founding-Rate Grandfather and Non-Exclusivity

A Partner who signs this agreement before Carmada opens standard partner terms is a Founding Partner. A Founding Partner's rates, caps, and non-cash benefits as set out in this agreement remain fixed for the life of the agreement, regardless of any changes Carmada makes to the rates or terms offered to partners who join later. This agreement is non-exclusive: a Partner may participate in other referral, affiliate, or introducer programs with other businesses, including competitors of Carmada, and Carmada may enter equivalent agreements with other partners, including partners in the same industry or category as this Partner. The "priority in your category" benefit referred to in Carmada's founding-partner materials means that Carmada will not offer a Founding Partner seat to another business in the same category ahead of a Partner who has already signed one; it is not a promise that Carmada will not sign other partners, including in the same category, once standard partner terms open.

25. Program Scope and Partner Location

25.1 The program covers introductions for the acquisition of new vehicles, including demonstrator and floor-stock vehicles sourced as part of a new-vehicle purchase, and related finance coordination. Carmada does not buy, sell, value, or take ownership or possession of used vehicles. Where a Client has a trade-in, Carmada may pass information between the Client and third parties (for example photos of the vehicle, or an offer from a wholesaler or the supplying dealership, relayed unchanged); any valuation or offer is made by the third party, and any sale of the trade-in is between the Client and that third party. Carmada does not negotiate the sale of a trade-in on a Client’s behalf, does not advise a Client whether to accept an offer, and receives no payment in connection with a trade-in. The Partner has no role in a trade-in beyond telling the Client that Carmada may be able to help arrange one.

25.2 The Partner must tell Carmada, at application and whenever it changes, each Australian state or territory in which the Partner operates. Carmada may decline, pause, or apply conditions to participation from a particular state or territory where local licensing requirements are unresolved. Participation by Partners operating in Western Australia is currently subject to Carmada’s written confirmation.

26. Professional Advisers

26.1 If the Partner is a member of a professional body whose rules deal with referral fees or commissions, the Partner is responsible for complying with those rules, including any obligation to disclose the arrangement to the Client in writing. If the Partner’s rules do not permit it to accept payment for referrals, the Partner must tell Carmada and must not accept commission under this program.

26.2 An accounting Partner must not make referrals under this program in respect of any client to whom the Partner provides audit or other assurance services.

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