Effective date: 29 June 2026
Program owner: Hoogly Pty Ltd (ABN 93 650 454 041, ACN 650 454 041) of Sydney, NSW, Australia (Hoogly, we, us, our).
These Terms govern participation in the Hoogly Referral & Partner Program. By submitting a referral, applying to become a partner, using a referral code or otherwise participating in the Program, you agree to these Terms.
To the extent permitted by law, Hoogly may refuse, reject, pause or cancel participation in the Program where participation would breach law, customer procurement rules, conflict of interest obligations, anti-bribery rules, privacy obligations, platform rules, these Terms, or Hoogly’s internal policies.
In these Terms:
Accepted Referral means a Referral that Hoogly confirms in writing as accepted and eligible for tracking under the Program.
Customer means an organisation that enters into a paid subscription, pilot, licence, services agreement, order form or other commercial agreement with Hoogly.
Eligible Customer means a Customer that meets the eligibility requirements in these Terms and is not excluded under clause 8.
First-Year Contract Value means the subscription or licence fees actually received by Hoogly from the Eligible Customer for the first 12 months of the initial paid contract, excluding GST, VAT, sales tax, withholding tax, refunds, credits, discounts, chargebacks, implementation fees, integration fees, professional services, pass-through costs, travel expenses, late payment fees and any other non-recurring or non-subscription amounts, unless Hoogly agrees otherwise in writing.
Partner means a person or entity approved by Hoogly to participate in the Partner Pathway or Strategic Partner model.
Program means the Hoogly Referral & Partner Program described in these Terms.
Referral means an introduction, referral form submission, referral code attribution or other introduction of a prospective customer to Hoogly under these Terms.
Referral Reward means the commission, reward, fee or revenue share payable under these Terms for an Eligible Customer.
Referrer means any person or entity who makes a Referral under the Simple Referral pathway.
Renewal Value means subscription or licence fees actually received by Hoogly for a renewal year from an Eligible Customer, calculated on the same exclusions as First-Year Contract Value, unless Hoogly agrees otherwise in writing.
Strategic Partner means a Partner with a bespoke commercial arrangement agreed in writing with Hoogly.
The Program has three participation levels:
Simple Referral: open to anyone who makes an eligible one-off introduction. Reward: 10% of First-Year Contract Value for an Eligible Customer.
Partner Pathway: available only after one successful paid referral or by Hoogly’s approval where the person or entity has a relevant advisory practice, community, client base, audience or strategic network. Reward: 10% of First-Year Contract Value, plus 5% of Renewal Value for year two and 5% of Renewal Value for year three for eligible referred customers.
Strategic Partner: a bespoke commercial partnership for firms, advisors or service providers who wish to embed, resell, co-sell, bundle or deliver Hoogly as part of a broader service offering. Commercial terms must be agreed in a separate written agreement.
Everyone starts as a Simple Referrer unless Hoogly approves them as a Partner or enters into a separate written Strategic Partner agreement.
To participate, you must:
Hoogly may require additional verification before accepting a Referral or paying a Referral Reward, including identity, business registration, tax forms, bank details, conflict confirmations and written confirmation that the referred organisation permits the introduction.
A Referral may be made by:
A valid Referral should include, at minimum, the referred organisation’s name, the relevant contact person, business email address or other professional contact details, and enough context for Hoogly to assess fit. Where practical, a warm introduction is strongly preferred.
You must only provide personal information to Hoogly where you have a lawful basis to do so, and where the person would reasonably expect the introduction or has consented to it. You must not submit scraped, purchased, spam-sourced, guessed, fake or unauthorised contact details.
A Referral is not automatically accepted when submitted. Hoogly will assess each Referral and may accept, reject or request more information.
Hoogly may reject a Referral if:
If more than one person refers the same organisation, Hoogly will generally recognise the first accepted Referral recorded by Hoogly. Hoogly may, at its discretion, split a Referral Reward where multiple parties materially contributed to the opportunity and agree to the split in writing.
Unless otherwise agreed, an Accepted Referral remains eligible for 12 months from the date Hoogly confirms acceptance. If the referred organisation becomes a Customer after that period, no Referral Reward is payable unless Hoogly agrees in writing.
A referred organisation becomes an Eligible Customer only when all of the following have occurred:
Free trials, unpaid pilots, proof-of-concepts, unpaid design partnerships, internal evaluations, non-binding letters of intent and unpaid memoranda of understanding do not trigger a Referral Reward unless Hoogly agrees in writing.
No Referral Reward is payable for:
For an Eligible Customer introduced through the Simple Referral pathway, the Referral Reward is 10% of First-Year Contract Value.
For an Eligible Customer introduced by an approved Partner under the Partner Pathway, the Referral Reward is:
No renewal-based Referral Reward is payable beyond the third contract year unless agreed in writing.
Strategic Partner rewards, revenue share, resale margins, co-selling fees, white-label economics, implementation services or other commercial arrangements must be set out in a separate written agreement signed by Hoogly and the Strategic Partner.
Unless otherwise stated, Referral Rewards are calculated in the contract currency actually received by Hoogly, then paid in the currency and method determined by Hoogly or agreed in writing. You are responsible for all taxes, GST, VAT, income tax, withholding tax, superannuation, social security, duties and similar charges arising from any payment to you. Hoogly may withhold amounts required by law or request tax documentation before payment.
Unless otherwise agreed, Referral Rewards are payable within 45 days after Hoogly receives the relevant Customer payment and receives a valid invoice, tax form and payment details from you. Hoogly may delay payment where eligibility, tax, conflict, customer payment, procurement or compliance checks remain outstanding.
Hoogly may specify minimum payment thresholds, maximum caps, or special rules for small pilots, discounted pilots, heavily discounted contracts or enterprise deals. Any such cap or special rule must be communicated before the applicable Referral Reward is confirmed. If no cap is communicated, the percentage rates above apply to the eligible received revenue as defined in these Terms.
If Hoogly pays a Referral Reward and later refunds, credits, writes off, discounts, terminates, reverses, charges back or fails to receive the relevant Customer revenue, Hoogly may set off, reduce, suspend or claw back the corresponding Referral Reward.
For annual contracts, Hoogly may hold back payment, pay in instalments, or apply a clawback period of up to 90 days after Customer payment is received. For monthly or usage-based contracts, Hoogly may calculate and pay Referral Rewards based on amounts actually received during each applicable period.
If a Customer expands its subscription after the initial contract, expansion revenue is not included in First-Year Contract Value or Renewal Value unless Hoogly agrees in writing.
Partner status is not automatic. A person or entity may qualify for the Partner Pathway if:
Hoogly may approve, reject, suspend or revoke Partner status at its discretion. Partner status may be subject to a partner application, partner agreement, onboarding, brand guidelines, training, enablement requirements or minimum activity expectations.
Partner Pathway rewards apply only to Referrals accepted after Partner status is approved, unless Hoogly agrees otherwise in writing.
Strategic Partner arrangements require a separate written agreement. A Strategic Partner may not represent that it can resell, implement, white-label, bundle, integrate, co-sell, provide support for, or act as an authorised agent for Hoogly unless expressly authorised in writing.
Any Strategic Partner agreement should address, as applicable, customer ownership, sales process, service scope, implementation responsibilities, support obligations, data protection, sub-processing, intellectual property, branding, insurance, confidentiality, revenue share, invoicing, customer contracts, liability allocation and termination rights.
You must:
Hoogly may provide approved logos, messaging, content assets, referral links, templates, pitch materials or discount codes. You may use approved materials solely to participate in the Program and must comply with any brand guidelines provided by Hoogly.
You must not alter Hoogly materials in a way that changes their meaning, creates legal risk, overstates capabilities, weakens confidentiality assurances, or makes claims that are not approved by Hoogly.
Hoogly may require you to remove, edit or stop using any content, page, post, email, advertisement, referral message, comparison claim, testimonial, case study or public statement relating to Hoogly.
You must not issue press releases, public announcements, case studies, customer stories, testimonials or logo usage statements involving Hoogly or a referred organisation without prior written approval from Hoogly and, where relevant, the organisation.
Each party must comply with applicable privacy and data protection laws. You must only provide personal information to Hoogly where you are legally permitted to do so and where the individual has consented to, or would reasonably expect, the introduction.
When submitting a Referral, you must provide only the personal information reasonably necessary for the introduction. You must not provide sensitive information, health information, employee complaint details, whistleblowing information, confidential HR information, private employee feedback, or unnecessary personal details unless Hoogly has expressly requested it and a lawful basis exists.
You acknowledge that Hoogly may collect, use, store and disclose referral information to assess the Referral, contact the referred organisation, administer the Program, track attribution, pay Referral Rewards, comply with law, protect legal rights and manage customer relationships. Hoogly’s handling of personal information is also subject to its Privacy Policy.
If a referred contact asks you or Hoogly not to be contacted, you must promptly tell Hoogly and stop further contact unless a lawful basis exists.
You must comply with all applicable spam, electronic marketing and direct marketing laws. You must not send unsolicited bulk messages, automated messages, scraped-list campaigns, purchased-list campaigns or misleading messages when promoting Hoogly or making Referrals.
Any marketing message you send about Hoogly must, where required by law, be sent with appropriate consent, identify the sender accurately, and include a functional unsubscribe or opt-out mechanism.
A warm one-to-one introduction to a known professional contact is preferred. You must not represent that the referred contact has agreed to receive marketing from Hoogly unless they have done so.
You must not offer, promise, request, accept or receive anything of value in a way that could improperly influence a business decision or breach anti-bribery, anti-corruption, procurement, ethics or conflict of interest laws or policies.
You must disclose to Hoogly any actual, potential or perceived conflict of interest, including where you are employed by, engaged by, related to, advising, investing in, serving on the board of, or involved in procurement for the referred organisation.
You must not refer public sector organisations, government bodies, government-linked entities, public officials or government employees where a Referral Reward could breach procurement rules, gift rules, lobbying rules, ethics requirements or applicable law. Hoogly may require enhanced review before accepting such Referrals.
You may receive non-public information about Hoogly, its product, customers, prospects, pricing, security posture, roadmap, commercial strategy or Program terms. You must keep that information confidential and use it only for participation in the Program.
Confidential information does not include information that is publicly available through no fault of yours, already lawfully known to you, independently developed without using Hoogly confidential information, or lawfully received from a third party without confidentiality obligations.
You must not disclose confidential information except to professional advisers bound by confidentiality, or as required by law after giving Hoogly prompt notice where legally permitted.
Hoogly owns or licenses all intellectual property in its platform, technology, AI systems, product names, trademarks, logos, website content, sales materials, partner materials, referral assets, documents, designs, copy and other materials. No ownership rights are transferred to you under these Terms.
Subject to these Terms, Hoogly grants you a limited, revocable, non-exclusive, non-transferable licence to use approved Hoogly materials solely to participate in the Program. Hoogly may revoke this licence at any time.
These Terms do not create an employment relationship, legal partnership, franchise, joint venture, fiduciary relationship, agency relationship, sales representative relationship or reseller relationship between you and Hoogly. You are independent from Hoogly.
You have no authority to bind Hoogly, sign contracts on Hoogly’s behalf, negotiate terms on Hoogly’s behalf, collect money for Hoogly, represent that a customer has been approved, or make commitments about Hoogly’s products, services, pricing, privacy, security, legal terms or implementation.
Hoogly is solely responsible for deciding whether to pursue, accept, reject, price, contract with, onboard, support, renew, expand, suspend or terminate a referred organisation. Hoogly is not required to accept any referred organisation as a Customer.
Unless a separate written Strategic Partner agreement states otherwise, all customer relationships, customer contracts, customer data, sales process decisions, pricing decisions and renewal decisions belong to Hoogly. You have no right to interfere with or control Hoogly’s relationship with any referred organisation.
You must comply with all applicable laws, regulations, industry codes and platform terms, including laws relating to privacy, spam, consumer protection, misleading or deceptive conduct, anti-bribery, anti-corruption, sanctions, employment, tax, intellectual property and confidentiality.
You must not participate in the Program if doing so would breach your employer’s policies, client obligations, procurement obligations, professional standards or any duty owed to another person or organisation.
You represent and warrant that:
To the extent permitted by law, Hoogly makes no guarantee that any Referral will be accepted, contacted, converted, contracted, renewed, expanded or paid. Hoogly does not guarantee any minimum Referral Reward, income, revenue share, customer conversion rate, renewal rate or partnership opportunity.
To the maximum extent permitted by law, Hoogly is not liable for indirect, consequential, incidental, special, punitive or exemplary loss, loss of profit, loss of revenue, loss of opportunity, loss of goodwill, loss of data or business interruption arising from or relating to the Program.
To the maximum extent permitted by law, Hoogly’s aggregate liability arising from or relating to the Program is limited to the unpaid Referral Rewards properly due and payable to you under these Terms in the six months before the event giving rise to the claim.
Nothing in these Terms excludes liability that cannot be excluded by law, including liability for fraud, wilful misconduct or statutory rights that cannot lawfully be limited.
You indemnify Hoogly and its officers, employees, contractors and affiliates against all losses, liabilities, claims, demands, damages, costs and expenses, including reasonable legal costs, arising from or relating to:
Hoogly may suspend or terminate your participation in the Program at any time by notice if:
On termination, you must stop using Hoogly materials, referral codes, partner status, public claims and confidential information. Termination does not affect Referral Rewards already earned and payable before termination, unless the Referral Reward is subject to rejection, clawback, set-off, compliance review or breach of these Terms.
Hoogly may change, pause or discontinue the Program, these Terms, reward rates, eligibility rules, payment timing, qualification requirements or referral processes at any time. Changes will apply prospectively unless required by law, compliance review or fraud prevention.
For Accepted Referrals already confirmed before a change, Hoogly will use reasonable efforts to honour the reward structure in effect at the time of acceptance, unless payment would breach law, these Terms, procurement rules, compliance obligations, customer rules or Hoogly’s reasonable risk assessment.
Hoogly’s CRM, referral records, payment records and written confirmations are the source of truth for Program eligibility, attribution, acceptance, payment status and reward calculation. You should keep your own records of introductions and communications.
Hoogly may request information reasonably necessary to verify eligibility, conflicts, consent, attribution, payment details, tax status or compliance. Failure to provide requested information may result in rejection or delayed payment.
If a dispute arises, either party may give written notice describing the dispute. The parties must first try to resolve the dispute in good faith through senior-level discussion within 20 business days.
If the dispute is not resolved, either party may commence proceedings in the courts specified in clause 31. Nothing prevents either party from seeking urgent injunctive or equitable relief.
Notices to Hoogly must be sent to legal@hoogly.com and Sydney, NSW, Australia. Notices to you may be sent to the email address you provide in connection with the Program. Notices are deemed received when delivered, or if sent by email, when sent unless the sender receives a bounce-back or failed delivery notice.
These Terms are governed by the laws of New South Wales, Australia, unless Hoogly specifies another governing law in writing. The parties submit to the exclusive jurisdiction of the courts of New South Wales and the Commonwealth courts of Australia sitting in New South Wales.
You may not assign, transfer or subcontract your rights or obligations under these Terms without Hoogly’s prior written consent. Hoogly may assign or transfer these Terms as part of a restructure, financing, merger, acquisition, sale of assets or change of control.
If any provision is invalid or unenforceable, the remaining provisions continue in effect. A failure or delay in enforcing a right is not a waiver. These Terms, together with any accepted referral confirmation, partner agreement or strategic partner agreement, form the entire agreement regarding the Program. If there is inconsistency, a signed Strategic Partner agreement prevails over these Terms for that Strategic Partner only.
Clauses intended to survive termination continue after termination, including confidentiality, privacy, intellectual property, payment adjustments, clawback, tax, limitation of liability, indemnity, governing law and dispute resolution.