Partner Agreement — Cloud Ready Solutions

Effective: 17 April 2026 Last updated: 17 April 2026 Version: 2026.04 (calendar-versioned — YYYY.MM of issue)

Parties

1. Cloud Recovery Solutions Pty Ltd ABN 68 166 375 766, trading as Cloud Ready Solutions, of Suite 707, 35-45 Spring St, Bondi Junction NSW 2022, Australia ("CRS"); and

2. the channel partner identified in the Partner Application and onboarded by CRS ("Partner", "you"),

together the "Parties" and each a "Party".

Background

A. CRS is an Australian IT distributor supplying hardware, software, and cloud services from specialist Vendors to resellers and managed service providers across Australia, New Zealand, and the Pacific.

B. The Partner is engaged in the resale, integration, or managed delivery of IT goods and services to end-user customers.

C. The Parties wish to establish a non-exclusive relationship on the terms of this Agreement under which the Partner may purchase and resell Vendor products sourced through CRS.

Operative provisions

1. Definitions

In this Agreement:

• "Agreement" means this document, the Partner Application and onboarding information, the Terms of Sale, the Privacy Policy, and the Acceptable Use Policy, and any Schedule or Addendum expressly incorporated.
• "Confidential Information" has the meaning in clause 18.
• "Deal Registration" means the registration of an identified end-user opportunity through the CRS Partner Portal in accordance with clause 8.
• "End User" means the ultimate customer that purchases, licenses, or subscribes to goods or services from the Partner.
• "Intellectual Property Rights" means all patents, trade marks, copyright, registered designs, know-how, confidential information, and all other intellectual property rights, whether registered or unregistered.
• "Marks" means trade marks, logos, and brand assets of CRS and Vendors.
• "Order" means an order for goods or services accepted by CRS under the Terms of Sale.
• "Partner Portal" means the web-based portal operated by CRS at the address notified to the Partner.
• "Party Data" means personal information or other data originating from a Party.
• "Pricing" means the pricing applicable to the Partner, which may vary by Partner tier, product family, and Deal Registration status.
• "Privacy Law" means the Privacy Act 1988 (Cth), the Privacy Act 2020 (NZ), and any other privacy or data protection law applicable to a Party.
• "Territory" means Australia, New Zealand, Fiji, Papua New Guinea, and any other Pacific territory notified to the Partner in writing.
• "Tier" means the Partner classification (for example, Gold, Silver, Bronze) assigned by CRS and notified to the Partner.
• "Vendor" means each hardware manufacturer, software publisher, or cloud service provider from whom CRS distributes goods or services, including (without limitation) those listed in Schedule 1.

Other capitalised terms have the meanings given elsewhere in this Agreement, the Terms of Sale, or the Privacy Policy.

2. Appointment

• 2.1 CRS appoints the Partner as a non-exclusive, non-transferable channel partner to purchase Vendor goods and services from CRS and to resell them to End Users located in the Territory.
• 2.2 Appointment does not confer any exclusivity, minimum revenue commitment, or agency relationship. CRS may appoint other partners, deal directly with End Users, and change its channel structure at any time.
• 2.3 The Partner accepts the appointment on the terms of this Agreement.

3. Partner status and warranties

The Partner warrants on the Effective Date and on a continuing basis that:

• (a) it is a legal entity validly existing under the law of its place of registration, with full power to enter and perform this Agreement;
• (b) the information provided in its Partner Application was and remains accurate, complete, and not misleading;
• (c) it holds, and will maintain, all necessary registrations, business numbers, and licences for conducting its business (including ABN, NZBN, TIN, IRC TIN, or equivalent);
• (d) it has the technical competence and resources to represent the Vendors and products it resells;
• (e) it complies with all laws applicable to its business, including consumer protection, privacy, anti-bribery, anti-corruption, sanctions, and modern slavery laws;
• (f) neither it nor its principals are subject to sanctions imposed by the UN, DFAT, EU, UK, or OFAC; and
• (g) it is not insolvent and has no reasonable grounds to believe it will become insolvent.

4. Tiers, pricing, and benefits

• 4.1 CRS classifies Partners by Tier based on factors including vendor certification, volume, technical capability, and strategic focus. The Partner's Tier is notified in writing and may be reviewed by CRS annually or on reasonable grounds.
• 4.2 Tier determines base Pricing, Deal Registration discount, marketing benefits, access to marketing development funds (if any), and training entitlements.
• 4.3 CRS may vary Tier benefits and Pricing on 30 days' written notice. Pricing changes do not apply retrospectively to Orders already accepted.
• 4.4 The Partner acknowledges that CRS's cost prices from Vendors, foreign exchange rates, and Vendor incentive structures are not disclosed to the Partner and do not form part of this Agreement.

5. Ordering

• 5.1 All orders are placed and fulfilled under the Terms of Sale, which are incorporated by reference.
• 5.2 Orders must be submitted via the Partner Portal or by other means agreed with CRS.
• 5.3 CRS is not obliged to accept any Order. Acceptance is confirmed by an order confirmation email.

6. Partner Portal and account security

• 6.1 CRS grants the Partner access to the Partner Portal for the purposes of managing the Partner's relationship with CRS, subject to the Website Terms of Use and this Agreement.
• 6.2 The Partner must ensure that its personnel use unique credentials, keep those credentials confidential, enable multi-factor authentication where available, and promptly revoke access for personnel who leave the Partner's organisation.
• 6.3 The Partner is responsible for all activity conducted through its portal accounts.
• 6.4 The Partner must notify CRS at security@cloudreadysolutions.com.au immediately on becoming aware of any suspected unauthorised access.

7. Lead distribution and non-circumvention

• 7.1 CRS may refer qualified leads to the Partner at its discretion. Referred leads remain the joint property of CRS and the Partner for the purposes of this Agreement.
• 7.2 The Partner must not contact, solicit, or transact with a CRS-referred End User outside the CRS relationship during the term of this Agreement and for 12 months after termination, except in relation to business conducted under this Agreement.
• 7.3 The Partner must not bypass or attempt to bypass CRS to purchase a Vendor's products direct from the Vendor for an opportunity introduced or registered through CRS during the term and for 12 months after termination.
• 7.4 Clauses 7.2 and 7.3 do not restrict the Partner from independently sourcing customers in the ordinary course of business, or from continuing pre-existing direct Vendor relationships disclosed to CRS in writing before the Effective Date.

8. Deal Registration

• 8.1 The Partner may register an identified End User opportunity through the Partner Portal. Registration is subject to:
  • (a) the opportunity being active and not already registered by another partner;
  • (b) the End User being in the Territory;
  • (c) the information provided being true and not misleading; and
  • (d) CRS's and/or the Vendor's approval.
• 8.2 A registered Deal is valid for the period stated in the Partner Portal (default 90 days) and may be extended by CRS on reasonable grounds.
• 8.3 During the validity period, CRS will price Orders relating to the registered opportunity at the Tier's Deal Registration pricing and will not knowingly quote other partners for the same opportunity at better pricing.
• 8.4 If two Partners register the same opportunity, CRS will apply the Vendor's deal registration rules (first to register in good faith, evidence of engagement, Vendor's decision) and CRS's decision is final.
• 8.5 Deal Registration does not guarantee that the opportunity will convert. CRS is not liable for lost margin, commissions, or expectations arising from a non-converting deal.
• 8.6 The Partner must not register speculative or "blanket" deals. CRS may revoke a registration that is inaccurate, fraudulent, or stale, or where the Partner has not engaged with the End User for 60 days.

9. Vendor flow-through

• 9.1 Vendor products are subject to the applicable Vendor's end-user licence agreement (EULA), partner program rules, certification requirements, marketing guidelines, and other terms ("Vendor Terms"). The Partner must comply with the Vendor Terms applicable to each product it sells or represents.
• 9.2 CRS will, where possible, provide the Partner with access to current Vendor Terms on the Partner Portal. The Partner is responsible for reviewing them.
• 9.3 CRS passes through Vendor warranties, indemnities, and licences to the Partner on the Vendor's terms and is not liable for any limitation, exclusion, or condition imposed by the Vendor.
• 9.4 CRS may suspend the Partner's ability to transact in a specific Vendor's products if the Vendor terminates, suspends, or materially changes its relationship with CRS or with the Partner.

10. Marketing and use of Marks

• 10.1 CRS grants the Partner a limited, non-exclusive, revocable licence to use CRS's Marks and, subject to Vendor approval, Vendor Marks, solely to promote the sale and support of products supplied under this Agreement.
• 10.2 The Partner must use Marks only in accordance with CRS and Vendor brand guidelines, must not combine Marks with other marks to imply endorsement, and must not register any Marks as domain names, trade marks, or social media handles.
• 10.3 The Partner must not make any representation about CRS or a Vendor that is inaccurate, misleading, or not substantiated by published CRS or Vendor materials.
• 10.4 CRS may publish the Partner's company name and logo as part of its partner directory, marketing materials, and case studies, subject to the Partner's prior consent (not to be unreasonably withheld) for any case study identifying the Partner by name.

11. Payment

• 11.1 Payment terms are as set out in the Terms of Sale. The default is net 30 days from the date of tax invoice for Partners approved for credit.
• 11.2 CRS may set, vary, or withdraw a credit limit at its discretion on reasonable written notice, and may require personal or director guarantees, security, or prepayment as a condition of granting or continuing credit.
• 11.3 The Partner consents to CRS obtaining credit reports and sharing its payment history with credit reporting bodies in accordance with the Privacy Act 1988 (Cth).
• 11.4 If the Partner disputes an invoice, the Partner must notify CRS in writing within 7 days of the invoice date setting out the basis of the dispute. Undisputed amounts remain payable on the due date.
• 11.5 CRS may apply any credit note, rebate, or payment received to any amount owing by the Partner in any order CRS determines.

12. Security

The Partner grants CRS a security interest (within the meaning of the Personal Property Securities Act 2009 (Cth) and the Personal Property Securities Act 1999 (NZ)) over all goods supplied by CRS and their proceeds as described in the Terms of Sale, and authorises CRS to register its interest on the relevant PPS Register.

13. Data protection

• 13.1 Each Party acts as an independent controller of the personal information it collects in connection with this Agreement. Neither Party acts as processor for the other in the ordinary operation of the partnership.
• 13.2 Each Party must comply with Privacy Law in relation to personal information it handles.
• 13.3 Where the Partner receives personal information from CRS about an End User (for example, as part of a referred lead or a Deal Registration), the Partner must:
  • (a) use that information only for the purposes of the specific opportunity;
  • (b) provide its own privacy notice to the End User covering its handling of that information;
  • (c) maintain reasonable security safeguards; and
  • (d) not transfer the information outside the country where the End User is located without a lawful basis.
• 13.4 Each Party must notify the other without undue delay of any data breach that affects the other Party's data, and must cooperate in good faith in any required regulatory notification.
• 13.5 The CRS Privacy Policy governs CRS's handling of the Partner's personal information.

14. Warranties and consumer guarantees

• 14.1 Each Party warrants that it will perform its obligations with reasonable care and skill, and in a manner consistent with good industry practice.
• 14.2 Except as expressly stated in this Agreement and the Terms of Sale, and to the maximum extent permitted by law, CRS makes no warranty or representation about the goods, services, or the business returns the Partner will achieve.
• 14.3 Nothing in this Agreement excludes, restricts, or modifies any non-excludable right, guarantee, or remedy available to the Partner under the Australian Consumer Law, the Consumer Guarantees Act 1993 (NZ), the Fair Trading Act 1986 (NZ), or any other law.
• 14.4 Where the law permits, CRS limits its liability for breach of a non-excludable consumer guarantee as set out in the Terms of Sale.

15. Indemnities

• 15.1 Partner indemnity. The Partner indemnifies CRS against all loss, damage, claims, and costs (including reasonable legal costs) arising from or in connection with:
  • (a) the Partner's breach of this Agreement or of any Vendor Terms;
  • (b) any representation or warranty made by the Partner to an End User that goes beyond the published CRS or Vendor materials;
  • (c) a claim by an End User arising out of the Partner's acts or omissions (including technical advice, implementation, or support provided by the Partner); and
  • (d) the Partner's unlawful handling of personal information.
• 15.2 CRS pass-through indemnity. CRS will use reasonable endeavours to pass through to the Partner the benefit of any IP indemnity or other indemnity provided by a Vendor to CRS, on the Vendor's terms. CRS does not provide any independent indemnity beyond what is passed through.
• 15.3 Each indemnity is subject to: prompt notice to the indemnifier of the claim; the indemnifier's right to conduct the defence (provided it acts in good faith and in the interests of both parties); reasonable cooperation from the indemnified party; and no admission or settlement by the indemnified party without the indemnifier's written consent (not to be unreasonably withheld).

16. Limitation of liability

Carve-outs

16.1 Nothing in this clause limits either Party's liability for:

• (a) non-excludable consumer guarantees and other non-excludable statutory rights;
• (b) fraud or fraudulent misrepresentation;
• (c) death or personal injury caused by negligence;
• (d) breach of confidentiality (clause 18);
• (e) the Partner indemnity in clause 15.1;
• (f) payment of amounts properly due; or
• (g) liability that cannot lawfully be limited.

Exclusions

16.2 Subject to clause 16.1, to the maximum extent permitted by law, neither Party is liable to the other (whether in contract, tort, equity, statute, or otherwise) for:

• (a) loss of profit, revenue, turnover, business, or goodwill;
• (b) loss of contract, opportunity, or anticipated savings;
• (c) loss or corruption of data; or
• (d) any indirect, special, consequential, exemplary, or punitive loss.

Cap

16.3 Subject to clause 16.1, each Party's total aggregate liability to the other under or in connection with this Agreement in any 12-month rolling period is limited to the greater of:

• (a) AUD $100,000; or
• (b) the total amount paid by the Partner to CRS in the 12 months immediately preceding the event giving rise to the claim.

17. Insurance

The Partner must maintain at its own cost reasonable public liability and professional indemnity insurance commensurate with the size and risk profile of its business. The Partner must provide evidence of insurance within 10 business days of a reasonable written request.

18. Confidentiality

• 18.1 Confidential Information means all non-public information disclosed by one Party to the other in connection with this Agreement, including pricing, cost price, Tier benefits, Deal Registration information, End User lists, Vendor roadmaps, rebate structures, technical information, and business plans, whether marked confidential or not. It excludes information that is (or becomes) public other than by breach of this clause, was already known to the receiving Party without obligation of confidence, or is independently developed.
• 18.2 Each Party must:
  • (a) keep the other's Confidential Information confidential;
  • (b) use it only for the purposes of this Agreement;
  • (c) disclose it only to personnel who need to know and who are bound by equivalent obligations; and
  • (d) on termination or on reasonable request, return or destroy it (subject to legal retention obligations and automatic backups).
• 18.3 This clause survives for 5 years after termination of this Agreement.
• 18.4 The Partner must not disclose CRS's cost price, rebate, or margin information at any time.

19. Compliance

• 19.1 Sanctions and export controls — clause 17 of the Terms of Sale applies to this Agreement.
• 19.2 Anti-bribery and anti-corruption — each Party will comply with applicable anti-bribery and anti-corruption laws and will not offer, pay, or receive any improper benefit in connection with this Agreement.
• 19.3 Modern slavery — each Party will comply with the Modern Slavery Act 2018 (Cth) to the extent applicable and will respond reasonably to modern slavery questionnaires.
• 19.4 Anti-spam — each Party will comply with the Spam Act 2003 (Cth), the Unsolicited Electronic Messages Act 2007 (NZ), and equivalent laws in the Territory when sending marketing communications.

20. Term and termination

• 20.1 This Agreement starts on the Effective Date (being the date the Partner is approved by CRS) and continues for an initial term of 12 months, automatically renewing for successive 12-month terms unless terminated.
• 20.2 Either Party may terminate this Agreement for convenience by giving 30 days' written notice to the other.
• 20.3 Either Party may terminate this Agreement immediately by written notice if the other:
  • (a) commits a material breach that is not remedied within 14 days of written notice (or is not capable of remedy);
  • (b) becomes insolvent, enters administration, or has a controller appointed;
  • (c) suffers a change of control that the terminating Party reasonably considers materially adverse; or
  • (d) is found to be in breach of clause 19 (Compliance).
• 20.4 CRS may suspend (without terminating) the Partner's access to the Partner Portal and its ability to place Orders if:
  • (a) the Partner has overdue invoices beyond 14 days past due;
  • (b) CRS reasonably suspects fraudulent or abusive activity; or
  • (c) a Vendor requires CRS to do so.
• 20.5 On termination for any reason:
  • (a) the Partner must immediately cease using CRS and Vendor Marks;
  • (b) all amounts owing become immediately payable;
  • (c) CRS may, at its discretion, fulfil or cancel any Order not yet shipped (and any cancellation costs under the Terms of Sale apply);
  • (d) each Party must return or destroy the other's Confidential Information as required by clause 18; and
  • (e) clauses expressed or intended to survive (including 7.3 non-circumvention, 11 payment, 13 data protection, 15 indemnities, 16 limitation of liability, 18 confidentiality, 21 dispute resolution, 22 governing law) survive.

21. Dispute resolution

• 21.1 The Parties will attempt in good faith to resolve any dispute by negotiation between senior representatives within 14 days of written notice.
• 21.2 If unresolved, the dispute must be referred to mediation at the Australian Disputes Centre (or in New Zealand, AMINZ) before court proceedings are commenced. The mediator's fees will be shared equally.
• 21.3 This clause does not prevent either Party seeking urgent injunctive or equitable relief.

22. Governing law and jurisdiction

This Agreement is governed by the laws of New South Wales, Australia. Each Party submits to the exclusive jurisdiction of the courts of New South Wales and the courts hearing appeals from them, except that CRS may bring proceedings in any jurisdiction where the Partner is located or has assets.

23. General

• 23.1 Amendment — CRS may amend this Agreement on 30 days' written notice posted to the Partner Portal and/or sent by email. If the Partner does not agree to an amendment, its sole remedy is to terminate for convenience under clause 20.2 before the amendment takes effect. Continued use of the Partner Portal or placing of new Orders after the effective date of an amendment constitutes acceptance.
• 23.2 Assignment — the Partner may not assign, novate, or subcontract its rights or obligations without CRS's prior written consent. CRS may assign or novate to a related body corporate or to a successor in business.
• 23.3 Notices — notices must be in writing and delivered to the address or email on the Partner Application or last notified. Notices sent by email are deemed received on the business day following dispatch.
• 23.4 No partnership, joint venture, or agency — the Parties are independent contractors.
• 23.5 Entire agreement — this Agreement, the Terms of Sale, the Privacy Policy, and any documents incorporated by reference are the entire agreement between the Parties on their subject matter and supersede all prior discussions and correspondence.
• 23.6 Severability — if any provision is invalid or unenforceable (including under the Unfair Contract Terms regime of the ACL or the equivalent in NZ), it will be severed or read down to the minimum extent necessary, and the remainder continues in force.
• 23.7 No waiver — a failure or delay in exercising any right is not a waiver of it.
• 23.8 Counterparts and electronic acceptance — this Agreement may be executed in counterparts and accepted electronically (including by ticking a checkbox in the Partner Portal). Electronic acceptance has the same effect as signature.

Schedule 1 — Vendors

As at the Effective Date, CRS distributes goods and services from the following Vendors:

• Cibecs
• Gladinet (CentreStack, Triofox)
• Keepit
• Nakivo
• Proxmox
• QSAN
• RackCorp
• Replify
• StarWind
• StoneFly
• UFSConnect
• Wasabi

CRS may add or remove Vendors from time to time. The current list is published on the Partner Portal.

Schedule 2 — Territory

Australia, New Zealand, Fiji, Papua New Guinea, and other Pacific territories as specified by CRS in writing.

Schedule 3 — Tiers (summary)

Tier assignment is at CRS's discretion and is notified in writing.

Acceptance

By clicking "I accept" in the Partner Portal, by submitting a Partner Application with the acceptance checkbox ticked, or by placing an Order after receiving notice of this Agreement, the Partner accepts this Agreement and agrees to be bound by it.

Cloud Recovery Solutions Pty Ltd (trading as Cloud Ready Solutions) ABN 68 166 375 766 Suite 707, 35-45 Spring St, Bondi Junction NSW 2022, Australia Phone: 1800 752 706