Jinport Referrer Agreement

Version 2026-10-3

This Agreement appoints the referrer named in the Schedule to introduce wholesale buyers to Jinport, and sets out how referral fees are earned and paid.

How this Agreement is made

After a Jinport super administrator approves you as a referrer, we offer you this Agreement with your Schedule in your Jinport referrer dashboard. By offering it, Jinport agrees to be bound by it. It takes effect when you sign it. You sign electronically by completing the Schedule, ticking the consent box, typing your full name and selecting "Sign agreement". By doing so you accept this Agreement and agree to receive it and later notices electronically. The person signing confirms that they are authorised to sign for the referrer under the law of the country where the referrer is registered. We keep a record of the version you signed, its text fingerprint (hash), the signing time, your account, your IP address and device details, and we email a PDF copy to you and to Jinport.

Schedule

Example: at 0.25%, an Order Value of US$100,000 earns a referral fee of US$250, including any GST.

1. Definitions

1.1 In this Agreement:

Business Day means a day other than a Saturday, Sunday or public holiday in Melbourne, Victoria.

Eligible Buyer means a business that meets clause 3.1.

Eligible Order means an order of an Eligible Buyer for which the full deposit is confirmed on the Jinport platform after the buyer was linked to the referrer, while this Agreement is in force and while the referrer is not suspended.

Insolvency Event means the referrer becomes bankrupt, enters administration, liquidation, receivership or any arrangement with creditors, is unable to pay its debts as they fall due, or anything similar happens in any country.

Jiashan means Jiashan Luoxing Wenxing Supply Chain Management Co., Ltd, the seller of the goods and provider of the buyer's trade credit line.

Order Value means the price of the goods plus freight, insurance and any other agreed costs shown in the accepted quotation, before Jinport's service fee, in US dollars.

Settled means the buyer has paid the order in full and Jinport has confirmed on the platform that the funds were received. A transfer receipt, a statement from the buyer, a part payment, delivery or a dashboard figure is not settlement.

2. Appointment

2.1 Jinport appoints the referrer, on a non-exclusive basis, to introduce wholesale buyers to Jinport from the commencement date until this Agreement ends. There is no minimum number of introductions. The referrer programme is by invitation and approval only.

2.2 The referrer is an independent contractor and bears its own costs. It is not Jinport's employee, agent or partner, and has no authority to bind Jinport or Jiashan, negotiate terms, approve applications, collect customer money or make promises on their behalf.

2.3 The referrer is responsible for the acts and omissions of its directors, employees and contractors as if they were its own. It may not appoint sub-referrers or delegate this appointment without Jinport's written consent. The appointment is personal to the referrer and cannot be transferred.

2.4 This Agreement replaces any earlier referral arrangement or Referrer Terms between the parties for introductions made from the commencement date. Referral fees already earned under an earlier arrangement remain payable under that arrangement.

3. Eligible introductions

3.1 A business is an Eligible Buyer only if it is new to Jinport, opens its own account using the referrer's code at sign up, and is approved for a trade credit line. The referrer's code works only after the referrer has signed this Agreement, and only while it is in force and the referrer is not suspended.

3.2 Introductions are not linked retrospectively. The following are not Eligible Buyers: existing customers; prior applicants; businesses already in discussion with Jinport; businesses already introduced by another referrer; and the referrer itself, its related entities or any business it controls or is controlled by. Each related business needs its own eligible sign up.

3.3 If two referrers claim the same business, the earliest verifiable eligible sign up is recognised. Jinport may correct a link on its records and any evidence the referrer provides, and its decision is final unless shown to be clearly wrong.

3.4 No referral fee is payable for any introduction that is fraudulent, fabricated or obtained in breach of this Agreement.

4. Referral fee

4.1 For each Eligible Order, the referral fee equals the percentage in Item 6 multiplied by the Order Value, rounded to two decimal places.

4.2 The referral fee is recorded once the full deposit for the order is confirmed. It becomes payable only when the order is Settled. A recorded fee is not a right to payment until then.

4.3 A write-off, shortfall or decision to stop collecting is not settlement in full, and no referral fee is payable on that order.

4.4 Cancelled orders earn no referral fee. The record remains visible in the referrer dashboard.

4.5 Repeat orders from the same Eligible Buyer earn a referral fee if they are Eligible Orders.

4.6 If the Order Value is corrected, the referral fee is recalculated using the percentage that applied to that order.

4.7 The percentage changes only when the referrer signs an updated Schedule on the platform. A new percentage applies only to orders whose full deposit is confirmed after it is signed. Earlier fees keep their original percentage.

4.8 Jinport will confirm payments with reasonable diligence and will not deliberately delay confirmation, alter a valid introduction or restructure an order to avoid a referral fee.

5. Payment, GST and tax

5.1 Referral fees are paid in US dollars on the first Business Day of the month after the month in which the order is Settled. The referrer dashboard shows each referral fee and whether it has been paid.

5.2 GST. The referral fee includes any GST. No amount is payable in addition to the percentage in Item 6. If the referrer is registered for GST in Australia, it must give Jinport a valid tax invoice for each payment showing the GST included in the fee. If the referrer is not registered for GST, or is outside Australia, the referral fee is paid as calculated and no GST applies.

5.3 Withholding. If an Australian referrer does not provide a valid ABN, Jinport will withhold tax from the referral fee as the law requires. Jinport may also withhold any other amount the law requires, and will provide a record of it.

5.4 Each party is responsible for its own taxes. An overseas referrer is responsible for all taxes in its own country.

5.5 Jinport pays its own bank's sending charges. The referrer bears all receiving, intermediary and currency conversion charges.

5.6 The referrer must provide and keep current verified payment details through Jinport's designated process. Jinport may verify any change before paying. A payment made to the details the referrer provided satisfies Jinport's obligation.

5.7 The referrer must tell Jinport promptly if its GST registration or tax residence changes.

6. Adjustments, holds, set-off and clawback

6.1 If an Order Value is corrected, or a refund, credit or reversal means the order is no longer Settled, the referral fee is adjusted accordingly. Jinport will explain the adjustment.

6.2 Jinport may hold an affected referral fee while it reasonably investigates a concern about settlement, eligibility, fraud, a breach of this Agreement or a legal restriction. It will tell the referrer the reason where lawful and pay any amount released on the next monthly payment date. Unrelated referral fees are not held.

6.3 If a referral fee has been paid that was not payable, including for an ineligible or fraudulent introduction or an overpayment, the referrer must repay it within 10 Business Days of Jinport's written request.

6.4 Jinport may set off against any referral fee any amount the referrer owes Jinport under this Agreement, including amounts to be returned under clause 6.3 and amounts under clause 11. Jinport will give the referrer a statement of any set-off.

6.5 The referrer must raise any query about a referral fee within six months of it being shown as paid. Jinport's records are evidence of the amounts recorded unless shown to be wrong.

7. Referrer obligations

7.1 The referrer must:

1. (a) describe Jinport as a wholesale marketplace and never as a bank, lender, broker or provider of credit or finance, and never describe Jinport's relationship with Jiashan as exclusive;
2. (b) make clear to each buyer that it is an independent referrer paid for introductions, and disclose any conflict of interest;
3. (c) use only current information published or approved by Jinport;
4. (d) obtain any employer, client or professional body approval it needs to receive referral fees; and
5. (e) comply with all applicable laws, including advertising, spam, privacy, anti-bribery, anti-money laundering and sanctions laws.

7.2 The referrer must not:

1. (a) promise approval, a credit amount, a rate, a fee, a processing time, delivery dates or any other outcome;
2. (b) recommend a particular credit arrangement, assess a buyer's eligibility, help prepare or submit a credit application or negotiate credit terms;
3. (c) act for or bind Jinport or Jiashan, or negotiate any terms on their behalf;
4. (d) collect or handle any customer money, identity documents, financial statements or payment receipts;
5. (e) offer any payment or inducement to a buyer for signing up, or open accounts itself or through others to earn referral fees;
6. (f) send unsolicited bulk messages, or promote the referrer programme or publish its code publicly, without Jinport's written approval; or
7. (g) use Jinport's name, logo or branding in advertising, domain names or social media accounts without Jinport's written approval.

7.3 The referrer must promptly tell Jinport about any complaint, suspected fraud or inaccurate statement concerning Jinport.

7.4 The referrer must notify Jinport within 5 Business Days of any change to its contact or payment details, any change of control, or any Insolvency Event or circumstance likely to lead to one.

8. Confidentiality and privacy

8.1 This Agreement, the referral fee percentage, all information about buyers and their orders (including any Order Value the referrer can work out from its referral fee), and all non-public information about Jinport and Jiashan are confidential. The referrer may use them only to perform this Agreement and may disclose them only to its advisers bound by confidentiality or where required by law.

8.2 The referrer dashboard shows the business names introduced, order references, referral fees, order status and whether each fee has been paid. The referrer is not entitled to invoices, items, suppliers, prices, application documents, receipts or Jiashan's records.

8.3 The referrer must have a lawful basis to give Jinport any personal information about a buyer, and should direct buyers to register and provide their own information. Jinport handles personal information in line with its Privacy Policy (jinport.com/privacy).

8.4 On request, and when this Agreement ends, the referrer must return or delete Jinport's confidential information, except records it must keep by law.

9. Term, suspension and termination

9.1 This Agreement continues until terminated under this clause.

9.2 The referrer may terminate this Agreement at any time by written notice.

9.3 Jinport may terminate this Agreement for any reason on 30 days' written notice.

9.4 Jinport may terminate this Agreement immediately by written notice if:

1. (a) the referrer commits a material breach that it does not remedy within 10 Business Days of being notified;
2. (b) the referrer commits fraud, misleading conduct or a serious breach that cannot be remedied;
3. (c) an Insolvency Event occurs, to the extent the law permits;
4. (d) the referrer cannot be contacted, being that it has not responded to at least two written notices sent to its notice email over a period of at least 30 days;
5. (e) the referrer undergoes a change of control without Jinport's prior written consent; or
6. (f) continuing the appointment would breach any law or sanction, or Jiashan requires the appointment to end.

9.5 Jinport may suspend the referrer's code, dashboard access or appointment while it investigates a concern that could justify termination under clause 9.4. It will give reasons where lawful and lift the suspension once the concern is resolved. No referral fee is recorded for an order whose full deposit is confirmed during a suspension, unless the suspension is found to have been imposed in error, in which case Jinport will pay the referral fees that would otherwise have been recorded.

10. Referral fees after termination

10.1 Termination without fault. If this Agreement ends under clause 9.2, 9.3 or 9.4(f), referral fees remain payable on Eligible Orders whose full deposit was confirmed before the termination date, once they are Settled. No referral fee is earned on orders whose full deposit is confirmed after that date.

10.2 Termination for breach or fraud. If Jinport terminates under clause 9.4(a), (b) or (e), no referral fee is payable on any order connected with the breach or fraud. Other referral fees already recorded remain payable, subject to Jinport's rights of hold and set-off under clause 6.

10.3 Insolvency. If an Insolvency Event occurs, Jinport will pay referral fees that are or become payable only to the referrer's appointed administrator, liquidator, trustee or other person lawfully entitled to receive them, after verifying their authority and after any set-off under clause 6.

10.4 Uncontactable referrer. If Jinport cannot pay a referral fee because the referrer cannot be contacted or has not provided valid payment details, Jinport will hold the amount without interest. If it remains unclaimed for 12 months after it became payable, Jinport will deal with it in accordance with any applicable unclaimed money law, after which Jinport has no further liability for that amount.

10.5 On termination, the referrer's code stops working permanently, and the referrer must immediately stop making introductions and using Jinport's name and materials. Termination does not affect buyers' orders or their payment obligations to Jiashan. Clauses 5, 6, 8, 10, 11 and 13 survive termination.

11. Liability and indemnity

11.1 The referrer indemnifies Jinport against any loss, liability, claim, cost or expense (including reasonable legal costs) arising from: the referrer's fraud or wilful misconduct; any misleading statement or unauthorised promise made by the referrer or its personnel about Jinport or Jiashan; the referrer's breach of clause 7 or 8; or the referrer's breach of any law. The indemnity is reduced to the extent Jinport caused or contributed to the loss.

11.2 The referrer does not guarantee any buyer's payment, or the performance of Jiashan or any manufacturer.

11.3 To the extent permitted by law, neither party is liable to the other for indirect or consequential loss, or loss of profit, revenue, opportunity or goodwill. This does not limit referral fees properly payable under this Agreement or the referrer's liability under clause 11.1.

11.4 To the extent permitted by law, Jinport's total aggregate liability under or in connection with this Agreement, other than to pay referral fees properly payable, is limited to the total referral fees paid to the referrer in the 12 months before the event giving rise to the claim. This limit does not apply to Jinport's fraud or wilful misconduct.

11.5 Nothing in this Agreement excludes or limits any right or remedy that cannot lawfully be excluded or limited.

12. Documents, changes and notices

12.1 This Agreement (including the Schedule) is the entire agreement between the parties about the appointment. The platform Terms and Conditions apply only to the referrer's general use of the platform.

12.2 Jinport may offer a new version of this Agreement or an updated Schedule on the platform. It applies only when the referrer signs it. If the referrer does not sign, the current Agreement continues until it is ended under clause 9. A change to the website does not change the referral fee percentage, payment terms or liability terms in this Agreement.

12.3 Notices must be in writing and sent to the notice email in the Schedule (or as updated by notice). An email is received when sent, unless the sender receives a delivery failure notice. If received after 5:00 pm or on a day that is not a Business Day in the recipient's location, it is received on the next Business Day.

12.4 The referrer may not assign or transfer this Agreement without Jinport's written consent. Jinport may assign or novate this Agreement to a related entity or a purchaser of the Jinport business by giving notice.

12.5 If any provision is invalid or unenforceable, it is severed to that extent and the rest of this Agreement continues. A failure or delay in enforcing a right is not a waiver. This Agreement is signed electronically.

13. Disputes and governing law

13.1 A party with a dispute must notify the other in writing, setting out the issue and the outcome it seeks. Senior representatives must then try in good faith to resolve it within 15 Business Days. The parties may agree to mediation. This clause does not prevent either party seeking urgent relief from a court.

13.2 This Agreement is governed by the laws of Victoria, Australia. Each party submits to the exclusive jurisdiction of the courts of Victoria and the courts that hear appeals from them. This applies wherever the referrer is located.