Affiliate Program Terms and Code of Conduct

1. Definitions

1.1 "Affiliate" means an individual or entity enrolled in the Program whose application has been approved and not subsequently terminated.

1.2 "Program" means the GSPACE Affiliate Program, operated through the UpPromote platform and accessible at af.uppromote.com.

1.3 "Qualified Order" means an order that satisfies every condition in Section 4.1.

1.4 "Chargeback" means any reversal, dispute, retrieval, withholding or clawback of a payment by a customer, card issuer, acquiring bank, payment processor or buy-now-pay-later provider, including credit card chargebacks, PayPal disputes, and Klama, Afterpay or Affirm disputes, whether or not the underlying goods are returned.

1.5 "Refund" means any return of funds to a customer in respect of an order, whether voluntary or compelled.

1.6 "Customer Data" means any information relating to an identified or identifiable purchaser, including name, postal address, telephone number, email address, order number, IP address, device identifier and payment instrument details.

1.7 "Promotional Content" means any content published, distributed or made available by an Affiliate that refers to GSPACE, its products, its personnel or the Program, in any medium and in any format.

1.8 "Reserve" means the portion of Commission withheld under Section 5.1(b) pending expiry of the Chargeback Window.

1.9 "Chargeback Window" means one hundred and eighty (180) days from the date on which the relevant order was shipped to the customer.

1.10 "Commission" means the amount payable to an Affiliate under Section 3 in respect of a Qualified Order.

1.11 "Triggering Event" has the meaning given in Section 11.2.

1.12 "Unpaid Balance" means, at any time, every amount accrued to an Affiliate and not yet paid, the scope of which is determined under Section 11.5(a).

2. Eligibility, Enrollment and Acceptance

2.1 Enrollment takes place through the registration page operated on the UpPromote platform. Approval is at GSPACE's discretion and is communicated through the affiliate dashboard.

2.2 Recorded acceptance. The Program records, at the moment of enrolment, (a) the version number of these Terms then in effect, (b) the date and time of acceptance, and (c) the IP address from which acceptance was submitted. That record determines which version of these Terms governs the relationship until a later version takes effect under Section 17, and is conclusive evidence of acceptance of that version.

2.3 An Affiliate must be at least eighteen (18) years of age and legally capable of entering into a binding contract.

2.4 One account per person or legal entity. GSPACE may close duplicate accounts and cancel Commission attributable to them.

2.5 Refusal or revocation. GSPACE may decline an application, or revoke an approval, where:

(a) the applicant's existing public content is materially inconsistent with Sections 7 or 8;

(b) the applicant appears on a sanctions or denied-party list;

(c) the applicant has previously been terminated from the Program; or

(d) information supplied in the application is false.

2.6 Independent contractor. Nothing in these Terms creates an employment, agency, partnership or franchise relationship. An Affiliate has no authority to bind GSPACE or to make representations on its behalf.

3. Commission Rates and Tiers

3.1 Commission rates are as follows. Tier assignment is made by GSPACE and shown in the affiliate dashboard.

3.2 Calculation basis. Commission is calculated on the net product sale price actually received by GSPACE, excluding sales tax, shipping, insurance, extended warranty, and any discount or credit funded by GSPACE. Where a coupon code funded by GSPACE is applied, Commission is calculated after deduction of that coupon value.

3.3 Commission accrues only on Qualified Orders. No Commission accrues on an order that fails, or later ceases to satisfy, any condition in Section 4.1.

3.4 Commission rates may be changed prospectively on thirty (30) days' notice under Section 17. No change applies to orders placed before the effective date.

3.5 Tax. The Affiliate is solely responsible for all taxes on Commission. GSPACE may require a completed IRS Form W-9 or W-8BEN (or equivalent) before releasing payment, and may withhold where required by law.

3.6 Self-purchase benefit. An Affiliate may buy GSPACE accessories for its own use at a discount, as follows:

The maximum discount is twenty-five per cent (25%). The applicable rate is shown in the affiliate dashboard and may be adjusted prospectively under Section 17.

(a) A self-purchase is not a Qualified Order. No Commission accrues on it, it does not count toward tier progression, and it may not be used to satisfy any minimum-sales condition.

(b) The benefit is personal to the Affiliate. Products bought under it may not be resold, transferred, gifted in bulk or bought on behalf of another person.

(c) The benefit may not be combined with any other discount, coupon or promotional code, except where the dashboard states otherwise.

(d) GSPACE may set a quantity limit per calendar year, shown in the dashboard, and may suspend the benefit where it has reasonable grounds to believe it is being used for resale or proxy purchasing.

(e) Abuse of the benefit is a breach of Section 8.10.

4. Qualification of Orders

4.1 Qualified Order. An order becomes a Qualified Order only when all of the following conditions are satisfied:

(a) the customer has paid in full and the payment has cleared through the relevant payment provider;

(b) thirty (30) days have elapsed since delivery of the product to the customer;

(c) no Refund, Chargeback, fraud claim or payment dispute has been initiated or is pending;

(d) the order was not placed by the Affiliate, a member of the Affiliate's household, a relative, an employee, or any entity under common control with the Affiliate;

(e) the order did not result from conduct prohibited by Section 8; and

(f) the order is attributable to the Affiliate through the tracking system and is not the product of tracking manipulation.

4.2 Retroactive disqualification. Where an order later ceases to satisfy Section 4.1 — for example because a Chargeback is filed after the thirtieth day — it is reclassified as a non-Qualified Order with effect from the date the disqualifying event occurred, and Section 5.4 applies.

4.3 Attribution window. Commission is attributed to the last Affiliate link clicked within thirty (30) days before the order is placed, unless the dashboard records a different attribution model for a given campaign.

4.4 Evidence. GSPACE may require reasonable evidence that an order was genuinely referred by the Affiliate. An order for which such evidence is not provided within thirty (30) days of request is treated as not attributable.

5. Settlement, Reserve and Clawback

5.1 Settlement schedule. For each Qualified Order:

(a) seventy per cent (70%) of the Commission is released in the next payment cycle following qualification under Section 4.1; and

(b) thirty per cent (30%) is retained as a Reserve.

5.2 Reduced Reserve for established Affiliates. The Reserve in Section 5.1(b) is reduced to:

(a) twenty per cent (20%) after twelve (12) consecutive months during which no Chargeback and no Refund has been attributed to the Affiliate; and

5.3 Release of the Reserve. The Reserve is released on the later of:

(a) expiry of the Chargeback Window for the relevant order; and

(b) final resolution of any dispute relating to that order.

Release is made in the next payment cycle following that date. GSPACE will not withhold a Reserve beyond the Chargeback Window for any reason other than an open dispute relating to the specific order.

5.4 Clawback. Where a Refund, Chargeback or fraud claim occurs in respect of an order, whether before or after Commission has been paid:

(a) the Commission attributable to that order is cancelled with immediate effect;

(b) any amount already paid in respect of that order is deducted from Commission subsequently accruing to the Affiliate, including Commission on other orders; and

(c) where no further Commission accrues within ninety (90) days, GSPACE may issue an invoice for the outstanding balance, payable within thirty (30) days of receipt.

5.5 Administrative charge. Each Chargeback or Refund attributable to an order referred by the Affiliate carries an administrative charge of twenty-five US dollars (USD 25). The parties agree that this figure is a genuine pre-estimate of the average cost to GSPACE of processing a dispute, including payment-provider fees, staff time and reconciliation, and is not a penalty. The charge may be deducted from Commission or invoiced under Section 5.4(c).

5.6 Information to the Affiliate. On written request, GSPACE will provide the order number, order date, order value and current status of any order on which a deduction is based, together with the date and nature of the Refund or Chargeback. Customer Data will be redacted. GSPACE will respond within fifteen (15) business days.

5.7 Reserve and Clawback are order-based only. The Reserve and Clawback in this Section 5 operate exclusively by reference to the status of the underlying order. They are not a penalty, and they are not used, and may not be represented, as a means of restricting an Affiliate's speech or of conditioning payment on an Affiliate's public statements.

5.8 Relationship to Sections 11.4 to 11.6. This Section 5 does not limit Sections 11.4 to 11.6. Where an Affiliate breaches these Terms, GSPACE may separately set off losses quantified under Section 11.4, and may suspend the whole of the unpaid balance under Section 11.5, in each case within the cap in Section 11.6. A measure taken under Sections 11.4 to 11.6 requires a breach of these Terms; it is never taken by reference to the content of an Affiliate's opinion, criticism or review.

5.9 Payment. Commission is paid weekly by PayPal, subject to a minimum balance of USD 100, or by such other method as the dashboard specifies. GSPACE is not responsible for delays caused by the payment provider or by incorrect account details supplied by the Affiliate.

5.10 Disputed Commission. An Affiliate disputing a Commission calculation must raise the dispute within sixty (60) days of the payment cycle in which the amount was or should have been paid. GSPACE will investigate and respond within twenty (20) business days.

6. Affiliate Obligations

6.1 An Affiliate must:

1) promote GSPACE products truthfully and in compliance with all applicable laws, including consumer protection, advertising and data protection laws in the jurisdictions in which the Affiliate operates and in which its audience is located;

2) make the disclosures required by Section 7.1;

3) keep account, payment and tax information accurate and current;

4) comply with Sections 7, 8 and 9; and

5) respond within fifteen (15) business days to any written compliance enquiry from GSPACE.

6.2 Use of brand assets. GSPACE grants a revocable, non-exclusive, non-transferable licence to use its name, logos, product images and approved copy solely for the purpose of promoting the Program during the term of enrolment. The licence ends automatically on termination.

6.3 An Affiliate must not register or bid on GSPACE trademarks, product names or confusingly similar terms in any advertising system, domain name or social-media handle, except with prior written consent.

7. Content Standards

7.1 Disclosure. Every piece of Promotional Content must clearly and conspicuously disclose the Affiliate's material connection to GSPACE. The disclosure must be placed where it is likely to be seen before the viewer acts on the promotion, and not solely in a description field, a link, or a "legal" page. Compliance with the U.S. Federal Trade Commission Guides Concerning the Use of Endorsements and Testimonials (16 C.F.R. Part 255) and equivalent rules in other jurisdictions is required.

7.2 Truthfulness of technical claims. Any statement about a specification, capacity, discharge rate, cycle life, certification or test result must be supportable by reference to a published manufacturer datasheet, a published test report, or a statement issued by GSPACE. Where a figure derives from a test, the test conditions (rate, temperature, state of charge, sample size) must be stated alongside it, or a clear reference to where they are stated must be given.

7.3 Comparative claims. Comparison with competing products is permitted and is not discouraged. Where a comparison is made, the Affiliate must:

(a) apply the same measurement basis to every product compared;

(b) state the basis on which the comparison is made;

(c) not select results, test conditions or quoted figures in a way that materially distorts the comparison; and

(d) not attribute a claim to GSPACE that GSPACE has not made.

7.5 Identification. Promotional Content must not imply that the Affiliate speaks for GSPACE, is employed by GSPACE, or is authorised to give binding statements on GSPACE's behalf, beyond the fact of participation in the Program.

7.6 Accuracy over time. Where an Affiliate becomes aware that previously published Promotional Content contains a material factual error, it must correct or annotate that content within fifteen (15) business days of becoming aware.

8. Prohibited Conduct

8.1 False or misleading statements. No Affiliate may make, publish or amplify a statement of fact about GSPACE, its products, its personnel or a competing product that is false or misleading, or that is made with reckless disregard for its truth or falsity. This includes fabricating data, misrepresenting a specification, attributing a fabricated statement to GSPACE, and presenting an estimate as a measurement.

8.2 Incitement. No Affiliate may encourage, instruct, solicit or provide practical guidance to customers or the public to:

(a) initiate a Chargeback in circumstances where the customer has no genuine dispute about the transaction;

(b) cancel or return an order otherwise than in accordance with an applicable return policy; or

(c) boycott GSPACE or its products.

Section 7.4(e) is unaffected: explaining in general terms that consumers have payment-dispute rights is not a breach of this Section.

8.3 Data abuse. No Affiliate may:

(a) request, obtain, retain or use Customer Data beyond what GSPACE has expressly provided and authorised in writing;

(b) deploy a tracking pixel, URL shortener, redirect, web beacon, fingerprinting script or any other technical means to collect IP addresses, device identifiers or location data from customers or third parties without clear prior disclosure and consent;

(c) send a link that is disguised as a file, image or other non-link resource, or that misrepresents its destination;

(d) use Customer Data to contact a customer other than for a purpose authorised under Section 9.1; or

(e) publish, threaten to publish or trade in Customer Data.

8.4 Impersonation. No Affiliate may impersonate GSPACE, its personnel, its authorised service providers or another Affiliate, or create an account or profile that does so.

8.5 Harassment, doxxing and threats. No Affiliate may harass, intimidate, threaten, stalk or publish the private information of any customer, employee, contractor, competitor or other person, whether or not that person is identified by name.

8.6 Intellectual property. No Affiliate may use GSPACE's trademarks, copyright works, product photographs or copy outside the licence in Section 6.2, or register domain names, accounts or handles incorporating them.

8.7 Manipulation. No Affiliate may engage in self-referral, purchase through a relative's or associate's account, cookie stuffing, forced or incentivised clicks, click fraud, or any manipulation of the tracking system.

8.8 Unlawful conduct. No Affiliate may use the Program in a manner that breaches applicable law, including sanctions, export control, anti-bribery, consumer-protection and data-protection law.

8.9 Brand-term bidding and traffic interception. No Affiliate may:

(a) bid on, purchase or otherwise acquire search advertising on any term comprising or including "GSPACE", "GS Space", "GSPACE TECH", or any misspelling, transliteration or confusingly similar variant, or direct such traffic to any page other than the Affiliate's own approved landing page;

(b) register or use a domain name, sub-domain, social media account, handle, channel name, application name or marketplace store name that includes, imitates or is confusingly similar to a GSPACE mark;

(c) present itself as GSPACE, as its official representative, customer service, authorised reseller or authorised service centre;

(d) place a referral link or coupon code on a page whose primary purpose is the aggregation of coupons, cashback, rebates or discount codes, without GSPACE's prior written approval; or

(e) use a browser extension, toolbar, adware, pop-under, redirect script, overlay or similar means to replace, intercept or overlay a GSPACE link, to insert its own tracking identifier into another affiliate's traffic, or to claim attribution for an order it did not refer.

A breach of this Section is a breach of these Terms and may be enforced under Section 11 regardless of whether any statement is involved; Sections 7.4 and 11.2 do not operate to qualify enforcement of this Section.

8.10 Resale, proxy purchasing and discount abuse. No Affiliate may:

(a) resell, or offer for resale, any product bought using an affiliate discount, a coupon code or the self-purchase benefit in Section 3.6;

(b) buy on behalf of another person, or organise group or bulk purchases, using an Affiliate discount;

(c) advertise a coupon code, cashback offer or discount obtained through the Program to the public at large, except on a page approved under Section 8.9(d);

(d) stack an Affiliate discount with any other discount, coupon or promotional code, except where Section 3.6(c) permits; or

(e) obtain a discount by misrepresenting its status as an Affiliate.

A material breach of this Section may be enforced under Section 11.2(a), and any Commission attributable to an order that breaches this Section is cancelled under Section 5.4(a).

9. Customer Data

9.1 Limits on what GSPACE provides. GSPACE will not provide Customer Data to an Affiliate except where:

(a) it is necessary for after-sales service or warranty handling;

(b) the customer has given specific consent to that disclosure; and

(c) the disclosure is limited to the minimum necessary - ordinarily the product model and order number, and the customer's order email address where contact is required.

GSPACE will not provide postal addresses, telephone numbers or payment details to an Affiliate.

9.2 Obligations of an Affiliate receiving Customer Data. An Affiliate that receives Customer Data must:

(a) use it only for the purpose for which it was provided;

(b) not retain it for more than thirty (30) days after that purpose is fulfilled;

(c) store it securely and restrict access to those who need it;

(d) notify GSPACE within twenty-four (24) hours of becoming aware of any loss, unauthorised access or disclosure; and

(e) delete or return it on request.

9.3 Legal hold. Section 9.2 does not require deletion where retention is necessary to comply with legal process or to respond to a regulatory enquiry. In that case the Affiliate must preserve the data, must not use it for any commercial purpose, and must notify GSPACE in writing of the retention and its basis.

9.4 Responsibility. An Affiliate is a controller of any Customer Data it holds and is responsible for its own compliance with applicable data-protection law.

10. Monitoring, Audit and Reporting

10.1 Monitoring. GSPACE may monitor publicly available content that references GSPACE or the Program. Monitoring is limited to content that is publicly accessible without authentication, and does not extend to private accounts, private messages, or the Affiliate's non-public business records.

10.2 Substantiation. On reasonable written notice, an Affiliate must provide records sufficient to substantiate a claim for Commission, including referral source, campaign identifiers and correspondence with the customer where relevant. GSPACE will specify the period and the categories requested, and will not require disclosure of information unrelated to the claim.

10.3 Reporting. An Affiliate who becomes aware of conduct by another Affiliate that breaches Section 8 may report it to service@gspace-tech.com. Reports are treated as confidential unless disclosure is required for the purpose of enforcement or legal process.

10.4 No obligation to monitor. GSPACE is not obliged to monitor, and the absence of enforcement action in any particular case is not a waiver of the right to enforce these Terms in another case.

11. Sanctions, Suspension of Payment and Termination

11.1 Graded response. Where GSPACE determines that an Affiliate has breached these Terms, GSPACE may take one or more of the following measures, in proportion to the breach:

(a) written notice requiring the breach to be remedied within ten (10) business days;

(b) suspension of referral links, coupon codes and dashboard access pending remedy;

(c) suspension of payment under Section 11.5;

(d) termination of enrolment under Section 11.2 or 11.3; and

(e) set-off of quantified loss under Section 11.4.

11.2 Triggering Events — immediate termination. GSPACE may terminate enrolment with immediate effect, without a prior cure period, where an Affiliate:

(a) commits a material breach of Section 8.1 (false or misleading statements), Section 8.2 (incitement), Section 8.3 (data abuse), Section 8.4 (impersonation), Section 8.7 (manipulation) or Section 8.9 (brand-term bidding and traffic interception);

(b) engages in fraud, dishonesty or misrepresentation in connection with the Program;

(c) harasses, threatens, doxxes or stalks any person under Section 8.5;

(d) is convicted of an offence involving dishonesty; or

(e) engages in conduct that causes material and demonstrable reputational harm to GSPACE.

Materiality under paragraph (a) is assessed by reference to the reach of the statement, whether it was repeated after GSPACE identified it in writing, whether it concerns the safety, certification, capacity or other characteristic of a product, and whether it was presented as a statement of fact rather than as opinion. Nothing in this Section makes criticism, comparison, review, news reporting or a genuinely held opinion a Triggering Event, and Section 7.4 continues to apply. Where paragraph (e) is relied on, GSPACE must identify the specific publications and the reputational or commercial effect said to have resulted.

11.3 Termination for other material breach. For any other material breach, GSPACE will give written notice specifying the breach and allow ten (10) business days to remedy it. If the breach is not remedied, or recurs within six (6) months, GSPACE may terminate.

11.4 Set-off of quantified loss. Commission accrued on Qualified Orders remains payable, and may be withheld or deducted only to the extent of:

(a) Clawback under Section 5.4;

(b) the administrative charge under Section 5.5; and

(c) losses actually and directly incurred by GSPACE as a direct result of the Affiliate's breach, limited to:

(i) Refunds and Chargebacks actually paid, processed or accepted in respect of orders referred by the Affiliate;

(ii) where goods are returned, the non-recoverable cost of those goods, being the cost of manufacture or purchase, inbound freight, outbound delivery, return freight, warehousing, handling, inspection and disposal, to the extent the goods cannot be resold as new;

(iii) payment-provider, card-network and platform dispute fees, and the administrative charge under Section 5.5;

(iv) the reasonable cost of remedying the breach, including the cost of corrective publication, content removal, and legal or accounting advice obtained to assess the conduct; and

(v) any refund, replacement, credit or goodwill payment that GSPACE is required to provide to a customer as a direct result of the conduct.

Each amount withheld under paragraph (c) must be itemised in writing, must be referable to an identifiable order number, transaction or invoice, and must be accompanied by a statement of the basis of calculation. Withholding under this Section is compensation for loss actually suffered and is not a penalty.

11.5 Suspension of all unpaid amounts pending quantification. Where GSPACE has reasonable grounds to believe that a Triggering Event under Section 11.2 has occurred, and that the conduct has caused or is reasonably likely to cause Refunds, Chargebacks, returns or other loss within Section 11.4(c), GSPACE may suspend payment of the whole of the unpaid balance owed to the Affiliate.

(a) The unpaid balance means every amount accrued to the Affiliate and not yet paid, whether or not approved for payment, whether pending internal review, whether held as Reserve under Section 5.1(b), and whether falling due in a later payment cycle. A suspension under this Section is not limited to amounts that have not yet been approved for payment.

(b) A suspension is a temporary preservative measure. It is not a cancellation, it does not by itself extinguish the Affiliate's entitlement, and it is not a penalty.

(c) The initial suspension may not exceed ninety (90) days from the date of the notice under Section 12.1. GSPACE may extend it once, by not more than a further ninety (90) days, where quantification depends on Chargebacks, Refunds or returns that remain unresolved, and must state the reason for the extension in writing.

(d) On expiry of the suspension, GSPACE must release, in the next payment cycle, every part of the suspended amount that is not applied under Section 11.4, together with a written statement of the amounts applied and the transactions to which they relate.

(e) Suspended amounts do not bear interest. GSPACE holds them for the Affiliate until they are released or applied.

(f) A suspension requires written notice stating the Triggering Event relied on, the amount suspended, the period of the suspension and the categories of loss being quantified.

11.6 Cap. The aggregate of amounts suspended under Section 11.5 and withheld or deducted under Section 11.4 may not exceed the whole of the Commission accrued to the Affiliate and unpaid at the date of the measure, calculated in accordance with Section 11.5(a), together with any Commission accruing on orders placed before the effective date of termination. GSPACE will not pursue the Affiliate for a shortfall beyond that amount except where the shortfall arises from fraud, from a breach of Section 8.3 or Section 9, or from a liability under Section 16.

11.7 Effect of termination — all cooperation ends. On termination under Section 11.2 or 11.3, with effect from the date stated in the notice:

(a) every referral link, coupon code, discount code, tracking identifier and dashboard credential issued to the Affiliate is disabled;

(b) tier status ends;

(c) no further Commission accrues on any order placed on or after that date, including an order attributed to the Affiliate through a cookie, attribution window or tracking link created or clicked before that date, where the termination is under Section 11.2;

(d) where the Affiliate holds, controls, is controlled by, or promotes through more than one account, including a sub-account, network account, agency account or an account registered in another name, termination extends to every such account, and GSPACE may disable them without further notice;

(e) any separate agreement between GSPACE and the Affiliate for sponsorship, paid collaboration, product supply, consignment, content production, event participation or brand ambassadorship terminates on the same date, without prejudice to rights accrued before that date;

(f) the licence in Section 6.2 terminates, and Section 11.8 applies; and

(g) the Affiliate must cease representing itself, expressly or by implication, as associated with, endorsed by or authorised by GSPACE.

Termination does not affect rights and obligations accrued before termination, including obligations under Section 9 relating to Customer Data already received. Where termination is under Section 11.3 rather than 11.2, paragraph (c) applies only to orders placed on or after the effective date, and an order placed before that date within an applicable attribution window is settled under Section 5.

11.8 Removal of brand assets. Within thirty (30) days of termination, the Affiliate must remove or disable any Promotional Content that displays GSPACE trademarks, logos, product photographs or other brand assets, and must cease all use of the licence granted under Section 6.2.

11.9 Termination for convenience. Either party may terminate enrolment on thirty (30) days' written notice, without giving reasons.

(a) On a termination under this Section, GSPACE will pay the whole of the Commission accrued on Qualified Orders at the effective date, in the next payment cycle after that date, subject only to Clawback under Section 5.4.

(b) Sections 11.4, 11.5 and 11.6 do not apply to a termination under this Section, and no amount may be withheld or suspended in connection with it.

(c) A termination under this Section is not a finding of breach, and neither party is required to state a reason.

(d) This Section may not be used to reach a result that Sections 7.4 or 11.2 prohibit. GSPACE may not rely on this Section in response to conduct protected by Section 7.4, and any attempt to do so is a breach of these Terms.

11.10 Inactivity and periodic review. Where an Affiliate has recorded neither a Qualified Order nor a tracked click for one hundred and eighty (180) continuous days, GSPACE may, on thirty (30) days' written notice:

(a) reduce the Affiliate's tier to Starter; or

(b) terminate enrolment under Section 11.9.

(c) A notice under this Section must state the period of inactivity and the dashboard data relied on.

(d) An Affiliate whose enrolment is terminated for inactivity may re-apply at any time, and GSPACE will not refuse an application solely on the ground of the earlier termination.

(e) Where no tracked click has been recorded for twelve (12) consecutive months, GSPACE may close the account and disable the referral link after notice under this Section.

12. Procedure and Appeal

12.1 Notice. Any notice under Section 11 must be given in writing to the email address registered on the affiliate account, and must state: the conduct relied on, the provision said to have been breached, the measure taken and its effective date, and the basis for any amount withheld or cancelled.

12.2 Response. The Affiliate may respond in writing within ten (10) business days. GSPACE will consider the response in good faith and will confirm or vary its decision in writing within fifteen (15) business days of receiving it.

12.3 Immediate measures. Where a measure is taken under Section 11.2, GSPACE will provide written reasons within five (5) business days of the measure taking effect. The Affiliate may respond within ten (10) business days, and GSPACE will review the response under Section 12.2.

12.4 No waiver. Taking a measure under Section 11 does not prevent GSPACE from pursuing any other remedy, and does not constitute an admission of liability in any proceedings.

12.5 Records. GSPACE will retain records of any decision under Section 11, and of the material relied on, for not less than three (3) years.

13. Post-Termination Obligations

13.1 Sections 7.4, 8, 9, 11.4, 11.5, 11.6, 13, 15, 16 and 18 survive termination of enrolment and continue in force for the periods stated in them or, where no period is stated, indefinitely.

13.2 An Affiliate remains bound after termination by Section 8.1 (false or misleading statements) and by Section 9 (Customer Data). Nothing in this Section restricts conduct described in Section 7.4.

13.3 Accrued Commission is settled in accordance with Section 5, after any suspension under Section 11.5 and any deduction permitted by Section 11.4. Settlement will not be delayed beyond the payment cycle following resolution of any matter under Section 12.

14. Representations and Warranties

14.1 Each party represents that it has full power and authority to enter into these Terms and that doing so does not breach any other obligation owed by it.

14.2 The Affiliate represents and warrants that:

(a) its Promotional Content will comply with Sections 7 and 8;

(b) it holds all consents necessary to use any image, footage, music or personal data included in that content;

(c) it is not subject to any sanctions or denied-party designation; and

(d) it will comply with all tax obligations relating to Commission.

15. Limitation of Liability

15.1 Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any liability that cannot lawfully be excluded.

15.2 Subject to Section 15.1, GSPACE is not liable to the Affiliate for loss of profit, loss of anticipated commission, loss of opportunity or any indirect or consequential loss arising out of or in connection with these Terms.

15.3 Subject to Section 15.1, GSPACE's total liability to the Affiliate under or in connection with these Terms is limited to the Commission actually paid to the Affiliate in the twelve (12) months preceding the event giving rise to the claim.

16. Indemnity

16.1 The Affiliate indemnifies GSPACE against all losses, claims, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of:

(a) any breach by the Affiliate of Sections 7, 8 or 9;

(b) any claim by a third party relating to Promotional Content published by the Affiliate; and

(c) any claim relating to the Affiliate's handling of Customer Data.

16.2 GSPACE will notify the Affiliate of any claim within a reasonable time, will not settle a claim in a manner that prejudices the Affiliate without consent, and will permit the Affiliate to participate in the defence at its own cost.

17. Changes to These Terms

17.1 Version control. These Terms are versioned. Each version carries a version number and an effective date, and is published at gspace-tech.com/pages/become-an-affiliate. The version in effect at the date of enrolment governs the relationship until superseded.

17.2 Notice of change. GSPACE will give at least thirty (30) days' written notice of any material change, by email to the address registered on the affiliate account and by notice on the affiliate dashboard. The notice will identify the provisions changed and summarise the effect.

17.3 Acceptance. An Affiliate who continues to participate after the effective date of a new version accepts that version. An Affiliate who does not accept it may terminate enrolment before the effective date of the new version, without penalty and without prejudice to Commission already accrued.

17.4 No retroactive effect. No version applies to conduct occurring before its effective date, and no change to the rate of Commission applies to orders placed before its effective date. Conduct continuing after the effective date must comply with the new version from that date.

17.5 Record. GSPACE will retain each historical version, together with the dates during which it was in effect, and will provide a copy to an Affiliate on written request.

18. Governing Law and Dispute Resolution

18.1 Governing law. These Terms and any dispute arising out of or in connection with them are governed by the laws of the Hong Kong Special Administrative Region.

18.2 Negotiation. The parties will first attempt to resolve any dispute by written negotiation for a period of thirty (30) days from the date one party gives written notice of the dispute.

18.3 Arbitration. If the dispute is not resolved within that period, it is referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under its Administered Arbitration Rules in force when the notice of arbitration is submitted. The seat is Hong Kong, the number of arbitrators is one, and the language is English.

18.4 Urgent relief. Nothing in this Section prevents either party from applying to any court of competent jurisdiction for urgent injunctive or other interim relief.

18.5 Claims not subject to arbitration. Claims for infringement of intellectual property, for misuse of confidential information, and for defamation or other tortious conduct are not subject to Sections 18.2 and 18.3, and may be brought in any court of competent jurisdiction, including the courts of the place where the Affiliate resides or where the harm occurred.

18.6 Class action waiver. To the extent permitted by applicable law, each party waives any right to participate in a class, collective or representative action in relation to these Terms.

19. Miscellaneous

19.1 Entire agreement. These Terms, together with the Program pages published on the GSPACE website and the affiliate dashboard, constitute the entire agreement between the parties and supersede all prior statements, guides and invitations relating to the Program, including the tiered policy and registration guide documents previously circulated.

19.2 Severability. If any provision is held invalid or unenforceable, it is severed to the minimum extent necessary and the remaining provisions continue in full force.

19.3 No waiver. A failure or delay in exercising a right is not a waiver of it. A waiver is effective only if given in writing and only in the specific instance to which it relates.

19.4 Assignment. The Affiliate may not assign or transfer its rights or obligations without GSPACE's prior written consent. GSPACE may assign to an affiliate, successor or purchaser of its business.

19.5 Notices. Notices to the Affiliate are validly given to the email address registered on the affiliate account and, where required by Section 17.2, by dashboard notice. Notices to GSPACE must be sent to service@gspace-tech.com with a copy to legal@gspace-tech.com.

19.6 Language. These Terms are executed in English. Any translation is for reference only and has no operative effect.

19.7 Force majeure. Neither party is liable for failure to perform caused by events beyond its reasonable control, other than an obligation to pay amounts already due.

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End of Part I

End of Terms