Referral Program Policy

Introduction, Nature of the Program and Definitions

Nex Global LLC, trading as "Nex Systems" ("Nex"), operates a referral program under which approved individuals and businesses may introduce prospective customers to Nex and earn a commission on resulting sales (the "Referral Program" or "Program"). This Policy sets out the rules of the Program. It applies together with the written referral agreement signed between Nex and each Referrer (the "Referral Agreement"), the Website Use Policy, the Acceptable Use Policy, the Privacy Notice and Nex's Anti-Bribery and Corruption Policy. If this Policy conflicts with a signed Referral Agreement, the Referral Agreement prevails, except that Sections 2, 3, 4, 7, 8, 9 and 10 of this Policy always apply and cannot be waived or relaxed.

Nature of the Program. The Program rewards genuine, lawful and transparent business introductions. It is not an employment, agency, partnership, joint venture, distribution or reseller arrangement. Referrers introduce prospective customers only; they do not sell, negotiate, price, contract, invoice or collect payment on Nex's behalf. Organizations that wish to resell, implement or support the Services must apply to become an Authorized Partner under a separate written agreement.

Definitions. In this Policy:

• "Referrer" means an individual (a "B2C Referrer") or a legal entity (a "B2B Referrer") that Nex has approved in writing to participate in the Program and that has signed a Referral Agreement.
• "Referred Prospect" means an organization introduced to Nex by a Referrer and registered in accordance with Section 5.
• "Qualified Referral" means a Referred Prospect that meets all the conditions in Section 5.2.
• "Commission" means the referral fee payable to a Referrer for a Qualified Referral, calculated under Section 6.
• "Net Fees Received" means the subscription Fees actually received by Nex in cleared funds from a Qualified Referral, excluding taxes, duties, bank charges, pass-through and third-party costs, implementation and professional services fees, and any amounts refunded, credited, discounted or written off.
• "Public Official" means any officer, employee or representative of a government, ministry, department, agency, regulator, central bank, financial intelligence unit, court, legislature, public international organization, state-owned or state-controlled enterprise, or political party; any candidate for public office; and any person acting in an official capacity for any of them.
• "Benefit" means anything of value, including money, commission, rebates, gifts, hospitality, travel, entertainment, loans, employment or internship offers, donations, sponsorships, services, discounts and favors, whether given directly or through another person.

1. Who Can Participate: B2B and B2C Referrers

1.1 B2B and B2C accepted. The Program is open to both: (a) B2C Referrers, meaning individuals such as independent consultants, advisers, trainers, compliance and technology professionals; and (b) B2B Referrers, meaning businesses such as consultancies, technology firms, professional services firms and industry bodies. An existing customer may participate as a B2B Referrer through an authorized representative on behalf of the customer organization itself, in which case Commission is paid only to the customer organization and never to any of its individual employees, officers or representatives.

1.2 Basic requirements. Each Referrer must: (a) if an individual, be at least eighteen (18) years old and have full legal capacity; (b) if an entity, be validly incorporated or registered and in good standing; (c) have a good reputation and no record of fraud, bribery, corruption, money laundering, terrorist financing, sanctions violations or other financial crime; (d) hold a bank account in its own name with a regulated bank in its country of residence or registration; (e) be legally permitted to receive referral fees in its country and under any employment, professional, licensing or regulatory rules that apply to it, including, for an individual who is employed, any permission required from the employer; and (f) pass Nex's identity verification and due diligence under Sections 3 and 4.

1.3 Sub-referrers. A Referrer must not appoint, use or pay any sub-referrer, agent, intermediary or finder in connection with the Program, or share its Commission with any person, without Nex's prior written approval following due diligence on that person.

1.4 No right to participate. Nex decides in its sole discretion whether to approve any applicant, and may refuse any application without giving reasons.

2. Who Cannot Be a Referrer

2.1 Prohibited Referrers. The following persons may not be Referrers, may not receive any Commission or other Benefit under the Program, directly or indirectly, and may not have any part of a Commission passed to them:

• Public Officials, including any employee of a government entity, regulator, central bank, financial intelligence unit, state-owned or state-controlled enterprise, or of any organization participating in the Government & NPO Program, and any person who held such a position within the previous twelve (12) months where the referral concerns the body they served;
• employees, officers, directors, influential shareholders, agents or contractors of the Referred Prospect or of any of its affiliates, including any person who works or has worked for the institution or company that purchases, or has purchased, any Nex product;
• any person who takes part in, or can influence, the Referred Prospect's procurement, vendor selection, budget or approval decision for the Services, including its compliance officer, money laundering reporting officer, risk, IT or procurement staff, board members and external advisers;
• close family members and close associates of any of the persons above, and any company in which any of them has a material interest, or which acts on their behalf;
• employees, officers and contractors of Nex and of its Authorized Partners, unless Nex expressly approves in writing under a separate internal incentive plan;
• Restricted Parties, persons located in a country or territory subject to comprehensive sanctions, and persons acting on their behalf; and
• any person who has breached this Policy, a Referral Agreement or any anti-corruption law, or whom Nex considers, in its sole judgment, to present an unacceptable integrity or reputational risk.

2.2 Referrals of public bodies. Nex does not pay Commission for introducing any government entity, regulator, public body, state-owned enterprise or Government & NPO Program participant, except where Nex has approved the arrangement in advance and in writing after an enhanced anti-corruption review, and the arrangement is permitted by the law and procurement rules that apply to that body.

2.3 Declaration. Each Referrer must declare in writing, when it applies and again for each referral, that neither it nor any person who will benefit from the Commission falls within Section 2.1, and must notify Nex immediately if its position changes.

3. Application, Required Documents and Identity Verification

3.1 Application form. Applicants must complete Nex's Referrer application form, available on the Website or from legal@nex.systems, and sign the declarations it contains, including the declarations required by Sections 2.3 and 10.1.

3.2 Documents for B2C Referrers (individuals). Each individual applicant must provide:

• a clear copy of a valid, unexpired government-issued photo identity document, such as a passport or national identity card;
• proof of residential address dated within the last three (3) months, such as a utility bill, bank statement or official letter;
• a tax identification number and any tax form Nex requires for withholding or reporting purposes;
• a bank letter or recent bank statement confirming that the bank account for Commission payments is held in the applicant's own name;
• a short professional profile or curriculum vitae, and details of current employment and any directorships; and
• where the applicant is employed, written confirmation that the employer permits the applicant to receive referral fees, if the employer's rules require it.

3.3 Documents for B2B Referrers (entities). Each entity applicant must provide:

• its certificate of incorporation or registration and current commercial or trade licence;
• its constitutional documents, and a register or official extract showing its directors and shareholders;
• a declaration of its ultimate beneficial owners, meaning every individual who owns or controls, directly or indirectly, twenty-five percent (25%) or more of the entity or otherwise exercises control over it;
• valid government-issued photo identity documents of its ultimate beneficial owners, directors and authorized signatory;
• proof of its registered and operating address;
• its tax registration details and any tax form Nex requires;
• a board resolution or letter of authority appointing its authorized signatory for the Program; and
• a bank letter or recent bank statement confirming that the bank account for Commission payments is held in the entity's own name.

3.4 Verification through valid and reliable means. Nex verifies the identity of every applicant, and of the beneficial owners, directors and authorized signatory of every entity, using reliable and independent sources, which may include one or more of: (a) electronic identity verification, including document authenticity checks, face matching and liveness detection; (b) a live video call in which the person presents the original identity document; (c) certified copies of documents, certified by a notary, lawyer or other person authorized to certify documents in the relevant country; (d) checks against official company registers and other public records; and (e) verification of bank account ownership through a bank letter or confirmation from the paying bank. Nex may require original or apostilled documents, translations into English, and any additional information or documents it reasonably considers necessary.

3.5 Incomplete or doubtful information. Nex will not approve an applicant, register any referral or pay any Commission until all required documents have been provided and verified to Nex's satisfaction. Providing false, forged, altered or misleading information or documents is a serious breach of this Policy, results in immediate rejection or termination and the forfeiture of all Commission, and may be reported to the competent authorities.

3.6 Referral Agreement. Participation begins only when Nex has approved the applicant in writing and both parties have signed a Referral Agreement, which states the Commission rate, the Commission period and any territory or product limits. No Commission is payable for any introduction made before the Referral Agreement is signed.

4. Due Diligence and Ongoing Monitoring

4.1 Risk-based due diligence. Before approval, Nex carries out due diligence proportionate to the risk presented by each applicant, which includes screening the applicant and, for entities, its beneficial owners, directors and authorized signatory against sanctions, watchlist, politically exposed person and adverse media sources, and an assessment of its reputation, business, relationships in the market and the countries in which it operates.

4.2 Enhanced due diligence. Nex applies enhanced due diligence, which may include senior approval, additional documents, source-of-wealth information, reference checks and interviews, where the applicant or any of its owners or managers is, or is closely associated with, a politically exposed person, where the applicant operates in a higher-risk country or sector, where it proposes to introduce public bodies or state-owned enterprises, or where any other risk indicator is present. Nex may refuse any applicant that presents a risk it is not prepared to accept.

4.3 Anti-corruption questionnaire and training. Nex may require each applicant to complete an anti-corruption questionnaire and anti-corruption training before approval, and periodically after it.

4.4 Ongoing monitoring. Nex screens Referrers on an ongoing basis and refreshes their due diligence at least every two (2) years, and earlier where Nex identifies a change in risk. Each Referrer must notify Nex in writing within ten (10) business days of any change to its identity details, ownership, management, bank account, employment, or any matter declared under Sections 2.3 and 10.1.

4.5 Annual certification. Each Referrer must certify in writing each year, and whenever Nex asks, that it has complied with this Policy, the Referral Agreement and all applicable anti-corruption laws.

5. Qualified Referrals

5.1 Registering a referral. A Referrer must register each Referred Prospect with Nex in writing, using the method Nex specifies, before Nex has had any contact with that prospect, giving the prospect's legal name and country, the contact person (with that person's agreement), the products of interest, a short description of how the Referrer knows the prospect, and a declaration under Section 2.3. Nex will confirm in writing whether it accepts the registration. An accepted registration is valid for six (6) months.

5.2 Conditions. A Referred Prospect is a Qualified Referral only if all of the following conditions are met: (a) Nex accepted the registration in writing; (b) the prospect was not already a customer, a past customer, an active opportunity, or in contact with Nex or an Authorized Partner during the twelve (12) months before the registration; (c) the prospect signs an Order Form directly with Nex while the registration is valid; (d) the prospect has paid the first invoice in full; (e) the prospect passes Nex's own customer due diligence; and (f) the Referrer and the referral comply with this Policy and the Referral Agreement at all times.

5.3 Competing registrations. If more than one Referrer registers the same prospect, only the first registration accepted by Nex in writing can qualify. Nex's records are conclusive, and Nex's decision on any question of registration or qualification is final.

5.4 Nex's discretion. Nex may accept or reject any prospect, set its own prices, discounts and terms, and decide whether to enter into, renew or end any contract, without any liability to the Referrer. The Referrer has no right to Commission on a contract that Nex decides not to sign, or after Nex ends a contract for any reason.

6. Commission

6.1 Rate and period. The Commission is a percentage of Net Fees Received, at the rate and for the period stated in the Referral Agreement. Unless the Referral Agreement states otherwise, Commission is payable only on Net Fees Received during the first twelve (12) months of the Qualified Referral's initial subscription term, and not on renewals, upgrades or additional products.

6.2 Earned only on payment. Commission is earned only when, and to the extent that, Nex has actually received Net Fees Received in cleared funds. No Commission is payable on unpaid, disputed, refunded or credited amounts, or on any Free Service, pilot, trial or Government & NPO Program access.

6.3 Statements. Nex will provide a Commission statement for each calendar quarter in which Commission is earned, showing the Qualified Referrals, the Net Fees Received and the Commission due.

6.4 Invoices. The Referrer must issue a valid invoice to Nex matching the statement, in the Referrer's own legal name, showing its verified bank account and including any tax details required by law. Nex will not pay against an invoice issued by, or showing the bank account of, any other person.

6.5 Taxes. The Commission is inclusive of any taxes payable by the Referrer. The Referrer is solely responsible for its own income tax, value added or sales tax, social contributions and registrations. Nex may deduct any withholding tax required by law and will provide evidence of the deduction on request.

6.6 Currency and charges. Commission is calculated and paid in United States dollars unless the Referral Agreement states otherwise. Each party bears its own bank charges. Nex may carry forward any Commission below one hundred United States dollars (USD 100) to the next quarter.

6.7 Questions and time limit. The Referrer must raise any question about a Commission statement in writing within sixty (60) days after receiving it, after which the statement is final. Any Commission not invoiced within twelve (12) months after it was earned is forfeited.

6.8 No other payment. The Commission is the Referrer's only remuneration under the Program. Nex does not pay retainers, expenses, success fees, bonuses or any other amount unless agreed in writing and signed by an authorized officer of Nex.

7. Payment Rules: Bank Transfer Only, No Cash

7.1 No cash, under any circumstances. Nex does not pay any Commission or other amount under the Program in cash, and no employee, partner or representative of Nex is authorized to pay, offer or accept cash in connection with the Program. Any request for, offer of or payment in cash is a breach of this Policy and must be reported to legal@nex.systems.

7.2 Bank transfer to the Referrer's own account. Nex pays Commission only by bank transfer to the bank account held in the Referrer's own legal name, with a regulated bank in the country where the Referrer is resident or registered, that Nex has verified under Section 3.4.

7.3 Payment within sixty days. Nex will pay undisputed Commission within sixty (60) days after it receives a valid invoice under Section 6.4, provided that the Referrer's documents and due diligence are complete and up to date.

7.4 Prohibited payment methods. Nex never pays Commission, and will refuse any request to pay it: (a) in cash or cash equivalents, including bearer cheques, money orders, prepaid cards, vouchers or gift cards; (b) in cryptocurrency or other digital assets; (c) to any third party, nominee, family member or associate, or to any account not in the Referrer's own name; (d) to an account in a country other than the Referrer's country of residence or registration, or in a country subject to sanctions, unless Nex has approved it in writing for a legitimate, documented reason; (e) through money transfer agents, payment apps or e-wallets that Nex has not approved; (f) in advance of the conditions in Section 6.2 being met; or (g) in any form other than money, such as gifts, travel, hospitality or services.

7.5 Changes to bank details. Any change of bank details must be requested in writing by the Referrer's authorized signatory, supported by a new bank letter, and is subject to verification by Nex, including by a call-back to a contact verified during due diligence, before any payment is made. Nex is not responsible for any loss caused by fraudulent instructions that Nex did not issue or approve.

7.6 Right to withhold. Nex may withhold or suspend any payment while it verifies the Referrer's identity, documents or compliance with this Policy, investigates any concern, or where payment could breach any law, sanctions or Nex's Anti-Bribery and Corruption Policy. No interest accrues on withheld amounts.

8. Refunds, Repayment and Set-Off

8.1 Repayment on refund. If Nex refunds, credits or reverses, in whole or in part, any Net Fees Received on which Commission has been paid, for any reason, the Referrer agrees to repay to Nex the Commission paid on the refunded, credited or reversed amount, in proportion to that amount, within thirty (30) days of Nex's written request.

8.2 Other repayments. The Referrer must also repay, within thirty (30) days of Nex's written request, any Commission paid: (a) on a referral that did not meet the conditions in Section 5.2; (b) by mistake or in excess of the amount due; or (c) in connection with any breach of this Policy or the Referral Agreement.

8.3 Set-off. Nex may set off any amount owed to it by the Referrer against any Commission or other amount payable to the Referrer.

8.4 Recovery. Any amount not repaid when due is a debt owed to Nex, which Nex may recover together with its reasonable costs of collection, including attorneys' fees. The Referrer's obligation to repay survives the end of its participation in the Program.

9. Ethical Conduct and Anti-Bribery: Referrers and Authorized Partners

9.1 Who this Section binds. This Section 9 applies to every Referrer and, in addition to their own written agreements, to every Authorized Partner of Nex, and to their owners, directors, employees, agents and anyone acting on their behalf (each, an "Associated Party"). Nex's own employees and officers are bound by the same standards under Nex's Anti-Bribery and Corruption Policy.

9.2 Zero tolerance. Nex has zero tolerance for bribery and corruption in any form. Every Associated Party must act with honesty and integrity, and comply with all applicable anti-bribery, anti-corruption, anti-kickback, anti-money laundering and fair-competition laws, including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act 2010 and the laws of every country in which it operates, Nex's Anti-Bribery and Corruption Policy, and Section 7.8 of the Terms of Service.

9.3 No giving of Benefits to influence. An Associated Party must not, directly or indirectly, offer, promise, give, authorize, share, rebate or pass on any Benefit, including any part of a Commission, to any person, including any employee, officer, agent or adviser of a Referred Prospect or customer, any Public Official, any other Referrer or Authorized Partner, or any employee of Nex, in order to: (a) obtain, retain or direct business for Nex or for itself; (b) influence any decision, act or omission of that person or of the organization they work for; (c) induce that person to act improperly or in breach of their duties; or (d) secure any improper advantage.

9.4 No receiving of Benefits. An Associated Party must not request, agree to receive or accept any Benefit from any person, including a Referred Prospect, a customer, a competitor of Nex or any employee of Nex, in return for introducing, favoring or influencing any business, or in breach of any duty it owes.

9.5 No improper influence. An Associated Party must not use any personal, family, political or official relationship to influence a decision improperly, must not make any facilitation or "grease" payment, and must not make any political or charitable donation or sponsorship on Nex's behalf or in connection with the Program.

9.6 Gifts and hospitality. An Associated Party must not provide gifts, entertainment, travel or hospitality to any person in connection with the Program, except modest, infrequent business courtesies that are lawful, permitted by the recipient's own rules, transparent, not given in cash or cash equivalents, not given during a tender or decision process, and not intended or likely to influence any decision. Nothing of value may be given to a Public Official in connection with the Program without Nex's prior written approval.

9.7 Accurate books and records. An Associated Party must record every payment and Benefit connected with the Program accurately and in reasonable detail, and must not create any false, misleading or off-the-books record.

9.8 Reporting and protection. An Associated Party must report immediately to legal@nex.systems any request for, offer of or suspicion of a bribe, kickback or improper Benefit connected with Nex. Nex will not penalize anyone who refuses to pay or receive a bribe, or who reports a concern in good faith, even if Nex loses business as a result.

10. Conflicts of Interest and Transparency

10.1 Disclosure. A Referrer must disclose to Nex in writing, before registering a referral, any relationship or interest that could create an actual, potential or perceived conflict of interest, including any employment, consultancy, directorship, shareholding, family or close personal relationship with the Referred Prospect, its personnel or any Public Official connected with it.

10.2 Transparency to the customer. Nex may inform any Referred Prospect, before or after it signs an Order Form, that it was introduced by a Referrer and that the Referrer receives a Commission from Nex, and the Referrer consents to that disclosure. A Referrer must not conceal its referral relationship with Nex from a Referred Prospect.

10.3 No double payment. A Referrer must not request or accept any fee, commission or other Benefit from a Referred Prospect in connection with the same introduction without disclosing it in writing to Nex and to the Referred Prospect, and obtaining Nex's prior written approval.

11. Conduct and Representations

11.1 Honest introductions. A Referrer must describe the Services accurately, using only materials approved by Nex, and must not make any statement, promise, guarantee or commitment about the Services, prices, discounts, results, regulatory approvals, certifications or terms that Nex has not approved in writing.

11.2 No authority. A Referrer is an independent contractor. It has no authority to bind Nex, to sign or accept any contract, to quote prices, to receive any payment from a prospect or customer, or to hold itself out as an employee, agent, partner, distributor or representative of Nex.

11.3 No demonstrations or access. A Referrer must not demonstrate, present, screen-share or provide access to the Services, the Documentation or any confidential Nex material, except as Nex expressly approves in writing, in accordance with Section 10 of the Acceptable Use Policy.

11.4 Lawful marketing. A Referrer must not send spam or unsolicited communications, must comply with all marketing, data protection and electronic communications laws, must not use paid search advertising on Nex's names or trademarks, and must not create websites, domains, social-media accounts or profiles that use Nex's names or could be confused with Nex.

11.5 Sanctions. A Referrer must not introduce any prospect that it knows or suspects to be a Restricted Party or to be acting for one, and must tell Nex immediately if it becomes aware of any such concern.

12. Confidentiality, Data Protection and Brand Use

12.1 Confidentiality. A Referrer must keep confidential all non-public information it receives from Nex, including prices, proposals, product information, customer names and the terms of its Referral Agreement, and must use it only for the Program. This obligation survives the end of its participation.

12.2 Prospects' personal data. A Referrer may share a prospect's contact details with Nex only where it is lawful to do so and, where required, with the person's agreement.

12.3 Referrers' personal data. Nex processes the personal data of Referrers and of the individuals connected with them, including identity documents and screening results, to verify identity, carry out due diligence, prevent fraud, bribery and financial crime, administer the Program, make payments and meet its legal obligations, as described in its Privacy Notice. Nex keeps this data for the duration of the Referrer's participation and for at least five (5) years afterwards, or longer where required by law.

12.4 Brand use. A Referrer may use Nex's name, logos and materials only as approved by Nex in writing, and must stop using them immediately when its participation ends or when Nex asks.

12.5 Publicity. A Referrer must not announce or describe its relationship with Nex, or name any Referred Prospect or customer, without Nex's prior written approval.

13. Records, Audit and Cooperation

13.1 Records. A Referrer must keep accurate and complete records of its activities under the Program, including its contacts with Referred Prospects, any gifts or hospitality given or received, and the receipt and use of Commission, for at least five (5) years after the last payment.

13.2 Audit. On reasonable notice, the Referrer must allow Nex, or an independent auditor appointed by Nex, to inspect those records and to interview its relevant personnel, to verify compliance with this Policy and anti-corruption laws.

13.3 Cooperation. The Referrer must cooperate fully with any investigation by Nex or any competent authority into a suspected breach, and must provide any information, document or certification that Nex reasonably requests within ten (10) business days.

14. Breach and Consequences

14.1 Forfeiture. If a Referrer breaches Sections 2, 3, 7, 9 or 10, makes a false declaration, provides false documents, or obtains a referral by any improper means, all Commission relating to the affected referral is forfeited and, at Nex's election, all other unpaid Commission under the Program is also forfeited.

14.2 Termination. Nex may suspend or terminate a Referrer's participation and the Referral Agreement immediately by written notice in case of any breach, any integrity or reputational concern, any failure to provide or update documents, or any change of circumstances that would make the Referrer ineligible under Section 2.

14.3 Indemnity. The Referrer will indemnify Nex against any loss, fine, penalty, claim, cost or expense, including reasonable attorneys' fees, arising from its breach of this Policy, the Referral Agreement or any law.

14.4 Reporting to authorities. Nex may report any suspected bribery, corruption, fraud, money laundering or other unlawful conduct to the competent authorities and cooperate with their investigations, without notice to the Referrer.

14.5 Authorized Partners. A breach of Section 9 by an Authorized Partner is a material breach of its agreement with Nex, entitling Nex to terminate that agreement immediately and to exercise the rights in this Section 14 with the necessary changes.

15. Changes, Termination and General

15.1 Changes to the Program. Nex may change, suspend or end the Program, or this Policy, at any time by publishing an updated version at nex.systems/legal or by written notice to Referrers. Changes to the Commission rate apply only to referrals registered after the change, unless the Referrer agrees otherwise. Integrity, identity verification, sanctions and anti-corruption changes apply immediately.

15.2 Termination for convenience. Either party may end the Referrer's participation on thirty (30) days' written notice. Commission on Qualified Referrals registered before termination remains payable in accordance with Sections 6 and 7, provided that the Referrer has complied with this Policy, unless the termination is under Section 14.2.

15.3 Non-exclusive. Participation is non-exclusive. Nex may appoint other Referrers and Authorized Partners in any territory, and may deal directly with any prospect.

15.4 Limitation of liability. Nex's total liability to a Referrer in connection with the Program is limited to the Commission properly payable and unpaid under this Policy. Nex is not liable for any loss of profit, expected Commission, goodwill or investment.

15.5 Governing law and disputes. This Policy and every Referral Agreement are governed by the laws of the State of Wyoming, and any dispute is resolved in accordance with the dispute resolution provisions of Section 17 of the Terms of Service, which apply with the necessary changes.

15.6 Contact. Applications, documents, referral registrations and questions: legal@nex.systems. Reports of suspected bribery or misconduct: legal@nex.systems. Postal address: Nex Global LLC, 1621 Central Ave #69914, Cheyenne, WY 82001, United States of America.

Nex Global LLC, trading as Nex Systems.

End of Nex Systems Referral Program Policy.