Independent Contractor Terms & Conditions

1. Independent Contractor Status

Partners ("you") participate in the Mika Sites Partner Program as independent contractors of Mika Digital ("Mika Sites," "we," "us"). Nothing in these Terms, your participation, or any communication between the parties shall be construed to create an employer-employee relationship, a partnership, a joint venture, a franchise, or any other form of legal association beyond that of independent contractor and company.

• You are not an employee, agent, or franchise of Mika Sites for any purpose.
• You are not entitled to superannuation, annual leave, personal leave, parental leave, or any other statutory employment entitlements.
• You are not covered by any Mika Sites workplace insurance or workers' compensation policy.
• You have no authority to enter contracts or make representations on behalf of Mika Sites.
• Mika Sites does not control your working hours, methods, or business activities beyond the requirements set out herein.

Absolute operational autonomy: Mika Sites exercises zero behavioural or operational control over you. You have complete freedom to choose your own marketing platforms, messaging approaches, target audiences, working hours, and business methods. You operate as a fully independent business entity. This program is a voluntary commercial incentive arrangement — not an employment relationship under the laws of any jurisdiction, including but not limited to Australia, the United States, the United Kingdom, the European Union, Canada, and New Zealand.

2. Program Eligibility & Approval

To be eligible to apply for and participate in the Partner Program, you must at all times:

• •Be 18 years of age or older. By submitting an application you represent and warrant that you meet this age requirement. Mika Sites reserves the right to immediately terminate any partner relationship where this requirement is not met, and to void any unpaid commissions accrued.
• •Be legally authorised to work and receive commercial income as an independent contractor in your country or jurisdiction. This includes, but is not limited to, having the right to perform referral and commercial activities under any applicable visa, immigration, employment contract, or local licensing law. If you are unsure whether you are permitted to receive referral income in your jurisdiction, you must seek independent legal advice before applying. Mika Sites accepts no responsibility for any regulatory or legal consequences arising from participation by ineligible individuals.

Participation is by invitation following a successful application review. Submission of an application does not guarantee approval. Mika Sites may approve or reject any application at its sole discretion, including on the basis of existing partner coverage in a region, the applicant's promotional approach, or any other reason. Mika Sites is not required to provide a reason for rejection.

3. Program Modification and Cessation

Upon termination of the Program or your participation (whether initiated by you or by Mika Sites):

• Your referral tracking link will be deactivated immediately.
• All rights to receive future or recurring commissions cease immediately — there is no perpetual or accrued entitlement to ongoing commission payments after termination, regardless of historical referral activity or how long a referred merchant remains subscribed.
• Commissions confirmed as earned on invoices paid prior to the termination date will be paid out in accordance with the standard 72-hour schedule set out in Section 4b — except where termination is due to fraud, breach of these Terms, violation of Section 7b (disclosure requirements), or cookie stuffing/attribution manipulation, in which case Mika Sites reserves the right to withhold and forfeit all unpaid amounts.
• No compensation, notice payment, or severance of any kind is owed to you.

Mika Sites may, as a professional courtesy, provide 30 days' notice before terminating the Program broadly. However, individual partner relationships may be terminated immediately where fraud, disclosure violations, or conduct breaches are identified. Courtesy notice does not create any legal obligation or entitlement.

4. Commission Structure & Payouts

Commissions are calculated as a percentage of the merchant's monthly subscription fee paid to Mika Sites (the "Subscription Fee"). Commissions are not payable on:

• Payment processing fees, gateway charges, or Mika Pay transaction fees
• Domain registration or renewal fees
• Any one-time setup or onboarding fees
• Refunded or charged-back subscription payments
• Free plan subscriptions of any kind. Commissions are only earned on paid plans. A merchant on a free Mika Sites plan generates no commission, regardless of how they were referred. Commissions resume only if and when the merchant upgrades to a paid plan.

Commission rates are determined by your current tier (Starter: 7%, Pro: 10%, Elite: 15%). Tier thresholds are set by Mika Sites and may be changed at any time. Commissions are credited only after the merchant's invoice is marked as paid by our payment processor.

The Mika Sites Partner Program includes performance milestones. Reaching a milestone may trigger one or both of the following rewards:

• Tier upgrade — your commission rate increases to the rate applicable to the unlocked tier, effective from the next billing cycle after the milestone is confirmed by Mika Sites.
• Bonus payment — a one-time or annual AUD payment, subject to the payout terms in Section 4b. Annual bonuses are paid once per calendar year provided you maintain the required active referral count at time of payment.

5. Tax Obligations

You are solely responsible for determining and fulfilling your own tax obligations arising from commissions earned under this program. This includes, but is not limited to, income tax, GST (if applicable), and any other levies imposed by your jurisdiction. Mika Sites will not withhold or remit taxes on your behalf. Where required by law, Mika Sites may request your tax identification number and may report commission payments to relevant authorities.

6. Referral Attribution

Referral attribution is determined by Mika Sites' technical systems, including (but not limited to) your unique tracking link and any manually entered referral code at checkout. Attribution decisions made by our systems are final. If a merchant arrives via both a link and a manual code, the manual code entry takes precedence. Mika Sites does not guarantee a minimum attribution window or a minimum number of referrals.

7. Permitted Conduct & Promotion Standards

You may promote Mika Sites using truthful, non-misleading marketing materials including our approved brand assets. You must not:

• Make false or exaggerated claims about Mika Sites products or features
• Represent yourself as an employee or official spokesperson of Mika Sites
• Bid on Mika Sites' brand terms (e.g. "Mika Sites", "Mika Store", or any variant) in paid search advertising — including Google Ads, Bing Ads, or any other pay-per-click platform — without prior written approval from Mika Sites
• Self-refer (register your own business under your referral code)
• Offer cash rebates, kickbacks, or inducements from your own pocket to referred merchants
• Engage in spam, unsolicited bulk messaging, or any prohibited marketing practice
• Engage in cookie stuffing, bot traffic, forced clicks, browser extension injection, or any other artificial method of generating referral attribution
• Use stolen, copyrighted, or unauthorised images, reviews, or testimonials in your promotional materials

Violation of these conduct standards may result in immediate termination of your participation and forfeiture of any unpaid commissions.

You must comply with all applicable consumer protection and advertising disclosure laws in every jurisdiction where you promote Mika Sites, including but not limited to:

• FTC Endorsement Guides (United States)
• ACCC guidelines on endorsements and testimonials (Australia)
• ASA / CAP Code rules (United Kingdom)
• EU Directive on Unfair Commercial Practices and applicable national implementations
• Any equivalent consumer protection advertising laws in any other country where links are shared

Acceptable disclosure language (in the primary language of your audience) includes: "I earn a commission if you sign up through this link", "#Ad", "#Sponsored", "Affiliate link — I may earn a commission", or equivalent clear wording. Disclosures must be placed adjacent to the link — not hidden in footers, buried in long descriptions, or accessible only via a separate "disclosures" page.

Mika Sites may be held liable by regulators for your disclosure failures. Accordingly, Mika Sites reserves the right to audit your promotional materials at any time, require immediate correction of non-compliant content, and terminate your participation immediately if disclosures are absent or inadequate. Any unpaid commissions accrued during a period of non-compliance may be forfeited at Mika Sites' sole discretion.

8. Confidentiality

You may have access to non-public information about Mika Sites' pricing, commission structures, and product roadmap. You agree to keep such information confidential and not to disclose it to third parties without our prior written consent.

9. Intellectual Property

We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Mika Sites brand assets provided in the Partner Resources area solely for the purpose of promoting Mika Sites under these Terms. This licence terminates immediately upon termination of your participation. You do not acquire any ownership rights in Mika Sites' trademarks, logos, or other intellectual property.

10. Limitation of Liability

To the maximum extent permitted by applicable law, Mika Sites' total liability to you arising from or in connection with the Partner Program shall not exceed the total commissions paid to you in the three months preceding the event giving rise to the claim. Mika Sites is not liable for any indirect, incidental, consequential, or special loss or damage.

11. Governing Law & Jurisdiction

These Terms are governed exclusively by the laws of Queensland, Australia, without regard to conflict of laws principles. Any dispute, claim, or proceeding arising out of or in connection with these Terms or the Partner Program — regardless of where you are located or where you promoted Mika Sites — shall be submitted to the exclusive jurisdiction of the courts of Queensland, Australia.

By participating in this program, you irrevocably consent to the personal jurisdiction of the Queensland courts and waive any objection to proceedings being brought in those courts on the grounds of inconvenient forum or otherwise. You acknowledge that this program is offered globally on an at-will basis from Australia and that this governing law clause is a fundamental and non-negotiable term of your participation.

12. Changes to These Terms

Mika Sites may update these Terms at any time. The updated version will be posted at this URL with a revised "last updated" date. Continued participation in the program after the date of any change constitutes your acceptance of the revised Terms. If you do not agree to a change, you must cease participation immediately by notifying us at partners@mikadigital.com.au.

13. Contact

For questions about these Terms or the Partner Program, contact us at partners@mikadigital.com.au.