RESELLER AGREEMENT

1. Parties

This Reseller Agreement ("Agreement") is entered into as of 1 October 2026 ("Effective Date") between:

Together referred to as "the Parties".

2. Recitals

1. Bodycorp360 operates a cloud-based property management SaaS platform serving body corporates, homeowners' associations, and managing agents in South Africa ("the Platform");
2. The Reseller has an established network, client base, or expertise relevant to the target market;
3. The Parties wish to formalise a referral and reseller arrangement on the terms set out herein.

3. Appointment

3.1 Bodycorp360 appoints the Reseller as a non-exclusive authorised reseller for the duration of this Agreement.

3.2 Exclusive arrangements require separate written agreement and a minimum MRR of R20,000 from referred clients.

3.3 The Reseller may not appoint sub-resellers without prior written consent.

4. Referral Code & Tracking

4.1 Bodycorp360 assigns the Reseller referral code: [ REFERRAL CODE ] and tracking URL: https://bodycorp360.com?ref=CODE.

4.2 All signups using the referral code or link shall be attributed to the Reseller ("Referred Clients").

4.3 Email confirmation from the referred client serves as the primary tie-breaker in disputes.

4.4 Referral attribution expires 30 days after initial click if registration is not completed.

5. Commission Structure

5.1 Bodycorp360 shall pay a recurring monthly commission of 15% on net subscription revenue from active Referred Clients.

5.2 Calculated on net amounts after payment processing fees, VAT, and refunds.

5.3 Commission is earned only while Referred Clients remain active paying subscribers.

5.4 Tier Progression:

5.5 Commission paid monthly in arrears within 15 business days after month-end, upon receipt of a valid tax invoice.

5.6 Invoices must reference the referral code and include a breakdown of Referred Clients.

6. Obligations

Reseller shall:

• Accurately represent the Platform's features, pricing, and terms;
• Not make warranties beyond Bodycorp360's official documentation;
• Onboard a minimum of 2 new paying clients per quarter to maintain active status;
• Provide first-line support to Referred Clients before escalating to Bodycorp360;
• Keep referral code and credentials confidential;
• Comply with all applicable South African laws including POPIA, CPA, and the ECT Act.

Bodycorp360 shall:

• Maintain the Platform with reasonable uptime and support;
• Provide co-branded materials, product training, and onboarding;
• Give at least 30 days' notice of material pricing or product changes;
• Pay commissions per clause 5.

7. Pricing Protection

The Reseller shall not offer the Platform below Bodycorp360's published retail pricing. Commission is the sole discount available to the Reseller.

8. Confidentiality

Each Party shall keep the other's non-public information confidential. This obligation survives termination for 3 years.

9. Intellectual Property

All IP in the Platform remains the exclusive property of Bodycorp360. The Reseller is granted a limited, non-transferable, revocable licence to use Bodycorp360 branding solely for marketing the Platform.

10. Limitation of Liability

Neither Party is liable for indirect or consequential damages. Bodycorp360's aggregate liability shall not exceed commission paid in the three months preceding the claim.

11. Term & Termination

11.1 Commences on the Effective Date and continues indefinitely unless terminated.

11.2 Either Party may terminate without cause on 30 days' written notice.

11.3 Bodycorp360 may terminate immediately for material breach, insolvency, fraud, or failure to meet minimum quarterly signups for two consecutive quarters.

11.4 Commission earned to termination date is paid within 30 days.

12. Governing Law & Dispute Resolution

Governed by the laws of the Republic of South Africa. Disputes escalate from good-faith negotiation to expedited AFSA arbitration.

13. General

• Independent Contractors: No partnership, agency, or employment relationship is created.
• No Assignment: Neither Party may assign rights without prior written consent.
• Amendments: Must be in writing and signed by both Parties.
• Entire Agreement: Supersedes all prior discussions and agreements.
• Severability: Unenforceable provisions do not affect remaining provisions.