Affiliate Terms and Conditions

A. Overview

These Terms and Conditions ("Terms") govern participation in the Milrey Affiliate Program (the "Program") operated by Equipad Pty Ltd (ACN 630 749 987 | ABN 61 630 749 987) trading as Milrey ("Milrey", "we", "us", "our").

By applying for, or taking part in, the Program, including by using an Affiliate Link or Personal Discount, you agree to be bound by these Terms. If you don't agree, please don't take part.

In these Terms, "you", "your" and the "Affiliate" means the person taking part in, or applying to take part in, the Program. These Terms are published at milrey.com/pages/affiliate-terms-and-conditions and may be amended under clause 15.1.

1. Definitions and interpretation

1.1 Definitions.

"Affiliate Link" — the unique trackable link Milrey issues you for the Program.

"Commission" — the amount payable to you under clause 4.

"Confirmed Commission" — Commission on a Qualifying Sale that has completed and whose returns and refunds period has expired.

"Content" — any material you create or supply in connection with the Program, including video, images, audio, and text.

"Affiliate Account" and "Personal Discount" — as defined in clause 3.5.

"Platform" — the third-party affiliate tracking platform Milrey uses to run the Program from time to time.

"Program Page" — the Milrey webpage or onboarding materials setting out the current operational details of the Program, as updated from time to time.

"Qualifying Sale" — a sale of Milrey products attributed to your Affiliate Link by the Platform, excluding sales listed in clause 4.3.

1.2 Interpretation. Headings are for convenience only. The singular includes the plural, and "including" is not a word of limitation.

2. Eligibility and acceptance

2.1 Eligibility. You must be at least 18, and you confirm you are. You confirm you have the legal capacity to accept these Terms and that doing so breaches no other obligation binding on you.

2.2 Acceptance is at our discretion. Milrey may accept or decline any application at its discretion, without giving reasons.

2.3 One account. You may hold one affiliate account and one Affiliate Link only. Holding more is a material breach (clause 9).

2.4 How you accept. You accept these Terms by applying, accepting an invitation, using or sharing an Affiliate Link, ordering with the Personal Discount, or otherwise taking part in or accepting a benefit under the Program. Continued participation after these Terms change is acceptance of the change (clause 15.1).

B. The Program and Your Discount

3. The Program

3.1 How it works. On acceptance, we issue your Affiliate Link and give you access to the Platform. You create and post Content promoting Milrey on your own channels and earn Commission on Qualifying Sales under clause 4.

3.2 What we'll do. Milrey will provide your Affiliate Link and Platform access and make reasonable efforts to keep them working; track Qualifying Sales and show your figures on your dashboard; pay Confirmed Commission when due (clause 5); give reasonable notice of any material change where practicable; and act reasonably and in good faith in exercising its rights.

3.3 The Platform. We may change or replace the Platform at any time. We'll tell you, but aren't liable for loss arising from the change.

3.4 Products and perks. Any products, gifts, discounts, or other benefits are provided at our discretion and may be capped, varied, or withdrawn at any time; current details are on the Program Page. Nothing in these Terms entitles you to any particular product, allowance, or discount.

3.5 Your discount. We may apply a discount (the "Personal Discount") to your Milrey customer account (the "Affiliate Account"), so you buy at a reduced price when logged in. It applies at account level — there's no code to share. The rate, exclusions, and any cap are on the Program Page and may be varied or withdrawn at any time.

3.6 What the discount is for. It's there so you can get Milrey products for creating Content and for your own use. Once you've bought them, use them however you like — wear them, ride in them, feature them.

3.7 Your account. The Affiliate Account is personal to you. Keep it in your own name, keep your login private, don't let anyone else transact on it, and have orders sent to your own address unless we agree otherwise. You're responsible for all orders placed on it.

3.8 Fair use. The discount is for you. So it stays that way, don't use it or the Affiliate Account to:

(a) buy for or on behalf of anyone else (friends, family, stable mates, your audience);

(b) buy for resale or any wholesale, commercial, or distribution purpose;

(c) buy in quantities inconsistent with personal use and content creation, having regard to volume, frequency, and size and colour range;

(d) stack it with another offer (unless we allow it), or dodge a cap by splitting orders or using extra accounts or addresses; or

(e) claim Commission on your own discounted orders.

3.9 Monitoring. To keep the discount fair, we may review use of it and the Affiliate Account — order history, patterns, quantities, addresses, payment methods — to detect misuse, and you consent to that. Misuse is a material breach (clause 9).

3.10 Non-exclusive. These Terms aren't exclusive — we may appoint any number of affiliates and market however we choose.

C. Commission and Payment

4. Commission

4.1 Rate. You earn Commission of ten percent (10%) of the price the customer actually pays for products in a Qualifying Sale.

4.2 We may change the rate. We may vary the rate at any time going forward; a change doesn't affect Commission already accrued.

4.3 Exclusions. Commission excludes, and isn't payable on:

(a) shipping, tax, duties, and other checkout charges;

(b) gift cards and store credit;

(c) any order refunded, returned, cancelled, or charged back;

(d) any order we reasonably believe to be fraudulent, duplicated, or artificial;

(e) any order placed by you or using the Personal Discount; and

(f) any order generated in breach of clause 8.

4.4 Currency. Sales and Commission are recorded and calculated in Australian dollars (AUD), our system currency. Where a customer pays in another currency, it's converted to AUD at our provider's rate at the time, and Commission is calculated on that AUD figure. We don't adjust Commission for later exchange-rate movements.

4.5 Attribution. Attribution is determined solely by the Platform, under its tracking settings from time to time.

4.6 Platform records are final. The Platform's records, with our own sales records, are final and conclusive on attribution and Commission. We don't pay on estimates, screenshots, claimed influence, off-platform sales, or anything the Platform doesn't attribute to your link, and won't dispute attribution beyond correcting an obvious technical error.

4.7 No guarantee. We don't guarantee any level of sales, traffic, or Commission.

5. Payment

5.1 When we pay. Confirmed Commission is paid monthly, on the 10th (or the next business day), for the preceding period.

5.2 Pending vs confirmed. Commission accrues only once Confirmed. Anything shown as pending is an estimate, isn't a debt, and may change or reverse before it confirms.

5.3 Method and threshold. We pay per our current payment policies — method, currency, and any minimum payout threshold — as set out on the Program Page; balances below the threshold roll over. We may vary these policies at any time, with reasonable notice of material changes where practicable.

5.4 Your details. Keep your payment and tax details accurate and current. We're not liable for payments that fail or misdirect because your details were wrong or out of date.

5.5 Currency and fees. Commission is calculated and paid in AUD unless we say otherwise; if we agree to pay another currency, you bear the conversion risk and cost. You bear any transfer, bank, or platform fees on your side; we pay the Commission amount and aren't responsible for deductions taken by your bank, provider, or the Platform.

5.6 Refunds and clawback. If a sale is refunded, returned, cancelled, or charged back after we've paid Commission on it — or if Commission was paid in error, on a fraudulent or duplicated order, or in breach of these Terms — we may deduct it from a future payment or, if none is due, require you to repay it within 14 days. Amounts are calculated in AUD.

5.7 Set-off. We may set off anything you owe us against anything we owe you.

5.8 Withholding. We may withhold or freeze payment while we investigate a suspected breach, fraud, or attribution error (clause 9).

5.9 Forfeiture. Commission forfeited under these Terms isn't payable, and you agree to that forfeiture.

5.10 Inactive accounts. If your account is inactive, or we can't reach you, for 12 months, any unpaid balance may be forfeited.

D. Your Content and Conduct

6. Intellectual property and content licence

6.1 You own your Content. You keep ownership of the Content you create.

6.2 Licence to us. You grant Milrey a worldwide, royalty-free, perpetual, irrevocable, transferable, and sub-licensable licence to use, edit, adapt, and share your Content — and your name, handle, likeness, and voice within it — for our advertising and marketing across all media, including social, website, email, paid media, and retail. This licence survives termination.

6.3 Your rights warranty. You confirm you hold all rights needed to grant that licence — including any music, footage, images, locations, trade marks, and other people in the Content — and that the Content infringes no one's rights.

6.4 Our brand. We grant you a limited, revocable, non-exclusive licence to use our name, logo, and approved assets only to take part in the Program and per our guidelines. All goodwill accrues to us; you gain no rights in our IP.

7. Disclosure and compliance

7.1 Disclose. Clearly disclose your relationship with Milrey in all Content as required by law and platform rules (for example, #ad or a paid-partnership label).

7.2 Comply. Comply with all laws, codes, and platform rules that apply to you and your Content, including on advertising, consumer protection, endorsements, and disclosure. You're responsible for this, and indemnify us for any breach under clause 14.

8. Prohibited conduct

8.1 You must not:

(a) make false, misleading, or unsubstantiated claims about Milrey or its products;

(b) reuse Milrey's Content, or another affiliate's, without our written consent;

(c) bid on Milrey's name, trade marks, or close variants on any paid search or ad platform;

(d) use your Affiliate Link, our Content, or our branding in paid advertising without our written consent;

(e) post your Affiliate Link or any discount code on coupon, deal, voucher, cashback, or incentive-traffic sites;

(f) misuse the Personal Discount or Affiliate Account, or breach clauses 3.7 to 3.9;

(g) generate clicks, traffic, or sales by spam, bots, cookie stuffing, self-referral, fake or duplicate accounts, or other artificial means;

(h) post Content that is offensive, obscene, hateful, discriminatory, defamatory, harassing, or otherwise damaging to Milrey's reputation;

(i) publicly disparage Milrey, its products, people, or business;

(j) infringe anyone's IP, privacy, or publicity rights; or

(k) misrepresent your relationship with Milrey or claim authority to act on our behalf.

8.2 Honest feedback is fine. Clause 8.1(i) doesn't stop you raising a concern with us directly, leaving an honest review, or saying anything you're legally entitled to say.

8.3 Breach. A breach of clause 8 is a material breach, and we may respond under clause 9.

E. Breach and Termination

9. Breach, suspension and enforcement

This is the one place consequences live — other clauses point here rather than repeat them.

9.1 Suspend and investigate. If we reasonably suspect fraud, artificial traffic or sales, discount or account misuse, or a breach, we may suspend your participation, disable your Affiliate Link, and freeze payment while we investigate.

9.2 Our remedies. If we reasonably determine a material breach or fraud occurred, we may, to the extent appropriate to the breach: terminate your participation (clause 12); treat affected unpaid Commission as forfeited (clause 5.9); claw back Commission paid on affected sales (clause 5.6), including by set-off (clause 5.7); remove the Personal Discount and cancel, restrict, or close the Affiliate Account; recover the difference between the discounted and retail price of any product improperly bought; and exercise any other right at law or in equity.

9.3 Proportionality. We'll apply these remedies reasonably and in proportion. A minor or honest mistake will usually be raised with you first; the serious remedies are for fraud, resale, and deliberate or repeated breaches.

9.4 If you're cleared. If we're satisfied there was no breach, we'll promptly reinstate you and release any Commission properly owed. We're not liable for a suspension or withholding made reasonably and in good faith.

12. Term and termination

12.1 Term. These Terms start on acceptance and continue until terminated.

12.2 Ending it. Either party may end your participation at any time, for any reason, with or without notice.

12.3 On termination. We'll disable your Affiliate Link, remove the Personal Discount, and — subject to clauses 5.6 to 5.9 — pay any Confirmed Commission properly owed.

12.4 Survival. Clauses 1, 5.6, 5.7, 5.9, 6, 8.3, 9, 10, 11, 13, 14, and 15 survive termination, along with anything else meant by its nature to survive.

F. Legal and General

10. Relationship of the parties

10.1 Independent contractor. You're an independent contractor, not an employee, agent, or partner, with no authority to bind us and no entitlement to employee benefits.

10.2 Tax. You're responsible for your own taxes, including on Commission, gifted products, and other benefits.

10.3 GST (Australian tax for residents and businesses). Unless stated otherwise, Commission is GST-inclusive. If you're GST-registered, give us your ABN and a valid tax invoice (or agree to us issuing a recipient-created tax invoice) before payment. If you're not, tell us, and we may withhold tax where the law requires. Tell us promptly if your GST status changes.

11. Confidentiality

11.1 Keep it confidential. Keep confidential all non-public information we share for the Program — materials, briefs, rates, strategy, product plans, commercial terms — and don't disclose, reshare, or use it except for the Program. This survives termination.

11.2 Exceptions. This doesn't cover information that's public (other than through your breach), that you lawfully already knew, that a third party lawfully gave you without restriction, or that the law requires you to disclose.

13. Disclaimers and liability

13.1 "As is". The Program, Platform, and related tools are provided "as is" and "as available."

13.2 No warranties. To the maximum extent permitted by law, we exclude all warranties and guarantees, express or implied, including as to sales, earnings, traffic, tracking accuracy, or continuity of the Program or Platform.

13.3 No consequential loss. To the maximum extent permitted by law, we're not liable for any indirect or consequential loss, or loss of profit, revenue, opportunity, or anticipated earnings.

13.4 Liability cap. To the maximum extent permitted by law, our total liability to you in connection with the Program is limited to the greater of the Commission paid to you in the prior six (6) months and A$500.

13.5 Non-excludable rights. Nothing here excludes or limits any right or guarantee that can't lawfully be excluded. Where our liability can be limited but not excluded, it's limited to the maximum extent permitted by law.

14. Indemnity

14.1 Indemnity. You indemnify Milrey and its officers, employees, contractors, and agents against all claims, losses, and costs (including reasonable legal costs on a full-indemnity basis) arising from your breach of these Terms, your Content (including any infringement claim), your acts or omissions in the Program (including negligence or fraud), or your breach of any law or platform rule.

14.2 Conduct of claims. Don't settle any such claim without our written consent. We may take over the defence at your cost. This clause survives termination.

15. General

15.1 Changes. We may vary these Terms by publishing the updated version on this page and updating the "last updated" date; changes take effect on publication, and continued participation is acceptance. Please review the Terms periodically. We'll use reasonable efforts to flag material changes but aren't obliged to.

15.2 Assignment. You may not assign these Terms without our written consent. We may assign them, including to a related company or a buyer of our business or assets.

15.3 Waiver & severability. Not enforcing a right isn't a waiver of it. If any provision is unenforceable, it's severed and the rest continues.

15.4 Entire agreement. These Terms are the entire agreement about the Program and supersede all prior discussions about it.

15.5 Notices. We may give notice by email to the address you've provided, effective the day it's sent.

15.6 Governing law. These Terms are governed by the laws of Queensland, Australia, and each party submits to the exclusive jurisdiction of its courts.

15.7 Contact. Questions? Grace@milrey.com or Katie@milrey.com.