Effective Date: 26th March 2026.
Company: KoruStay
Contractor: You
1.1 Nature of Relationship: The Contractor is engaged as an independent contractor (e.g., 1099 equivalent). Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, or joint venture.
1.2 Independence and Control: The Contractor maintains complete control over their hours, location of work, and methods of prospecting. KoruStay does not provide inbound leads, equipment, office space, or base compensation.
1.3 Taxes and Benefits: The Contractor is solely responsible for all tax liabilities, ACC levies (or local equivalents), and business expenses. The Contractor is not entitled to paid leave, health insurance, or any other employee benefits.
2.1 Duties: The Contractor will independently prospect, negotiate, and close B2B enterprise sales of KoruStay’s top-tier software (Agency Standard & WL Pro) to Property Management Companies (“PMCs”).
2.2 Deal Registration: To be eligible for commission, the Contractor must register the prospective PMC in the KoruStay “Deal Registration” portal prior to initiating the transaction. KoruStay reserves the right to reject a registration if the prospect is already in the Company’s active pipeline.
2.3 Territory and Geographic Restrictions: The Contractor is authorized to market and sell KoruStay software exclusively within their explicitly assigned geographic territory, which will be allocated by KoruStay in writing upon onboarding (“Assigned Territory”). The Contractor is strictly prohibited from prospecting, marketing to, or closing deals with PMCs headquartered or operating primarily in New Zealand. Selling, or attempting to sell, outside of the Assigned Territory or within New Zealand constitutes a material breach of this Agreement and will result in immediate termination for cause, including the forfeiture of all unpaid and trailing commissions.
3.1 Baseline Commission: The Contractor shall earn a commission of up to 40% of the Top-Line Software Revenue (MRR/ARR) collected in New Zealand Dollars (NZD) from PMC accounts closed by the Contractor.
3.2 The 12-Month Limit: Commissions are payable exclusively for the first twelve (12) months of the PMC’s continuous subscription. Commencing on Month 13 of the client’s tenure, the Contractor’s commission drops to $0 (0%), and 100% of the revenue reverts to KoruStay.
3.3 Revenue Exclusions: Commissions apply strictly to the core SaaS software subscription tier. The Contractor earns $0 (0%) on:
3.4 Margin Protection (The Absolute Floor): KoruStay operates on a strictly protected margin. KoruStay is guaranteed 60% of the standard Manufacturer’s Suggested Retail Price (MSRP/List Price) in NZD on every deal.
4.1 Payment Schedule: Commissions are calculated and paid manually on the 15th of the month following the PMC’s successful and cleared billing cycle (e.g., revenue collected in April is paid out on May 15th).
4.2 Currency and Exchange Rates: All KoruStay software subscriptions are billed in New Zealand Dollars (NZD), and all commissions are calculated based on the collected NZD amount. For international Contractors, commission payouts will be remitted via Wise (or a mutually agreed international transfer service). The Contractor acknowledges and accepts that the final payout amount received in their local currency will fluctuate based on prevailing currency exchange rates at the time of transfer. Any transfer fees, processing fees, or currency conversion costs levied by the payment processor or receiving bank shall be borne entirely by the Contractor and deducted from the payout.
4.3 Clawbacks: If a PMC disputes a charge, defaults on payment, or is issued a refund by KoruStay for any reason, the Contractor is not entitled to commission on those funds. Any commission already paid out on refunded or defaulted revenue will be clawed back and deducted from the Contractor’s future commission payouts.
5.1 At-Will Termination: Either party may terminate this Agreement at any time, with or without cause, by providing fourteen (14) days written notice to the other party.
5.2 Trailing Commissions (Without Cause): If this Agreement is terminated by KoruStay without cause, or if the Contractor resigns amicably, the Contractor will continue to receive their vested commissions for the remainder of the 12-month window for PMC deals that were marked “Closed-Won” prior to the termination date.
5.3 Trailing Commissions (For Cause): If KoruStay terminates this Agreement for cause (defined as a breach of confidentiality, fraud, misrepresentation, violation of the non-solicitation clause, or violation of territorial restrictions), the Contractor immediately forfeits 100% of all current and future unpaid commissions.
6.1 Proprietary Materials: The Contractor will be granted access to KoruStay trade secrets, including but not limited to the “Master Sales Battlecard,” “Objection Handling Matrix,” pricing algorithms, and product roadmaps (“Confidential Information”).
6.2 Non-Disclosure: The Contractor agrees to hold all Confidential Information in strict confidence and shall not disclose, share, or reproduce these materials for the benefit of any third party, competitor, or personal venture, both during the term of this Agreement and indefinitely thereafter.
7.1 Protection of Clients: During the term of this Agreement and for a period of twenty-four (24) months following its termination, the Contractor shall not, directly or indirectly, solicit, induce, or attempt to persuade any KoruStay client, Host, or PMC to terminate their relationship with KoruStay or to migrate to a competing software platform.
This Agreement shall be governed by and construed in accordance with the laws of New Zealand. Both parties consent to the exclusive jurisdiction of the courts of New Zealand for any dispute arising out of this Agreement.