GORINY Partner Agreement

1.1 This agreement is made between Chaimongkol Inter Group Company Limited, juristic person registration number 0115559021627, head office 63/106 Moo 10, Bang Chalong, Bang Phli, Samut Prakan 10540 (the "Company"), and an applicant approved by the Company under clause 2 (the "Partner").

1.2 Definitions

1.3 The partner rules page and the Privacy Policy form part of this agreement. If they conflict, this agreement prevails.

2.1 An applicant may be a juristic person or an individual who has reached legal age, with a taxpayer identification number and a bank account or PromptPay in the same name as the applicant.

2.2 The following may not apply:

• directors, employees and contractors of the Company, including their spouses, parents and children;
• anyone whose agreement was previously terminated under clause 10.4 (fraud);
• anyone who gave false application information.

2.3 The Company reviews the application and replies within 2 business days. If it does not approve, it gives the reasons under clauses 2.1–2.2 that were not met.

2.4 This agreement is formed when the Partner submits the application form at goriny.com/partners, which states that submitting means the applicant has read this agreement, and the Company sends an approval notice by email. The version that applies is the one shown on the website on the date of the application. The Company keeps the application and the approval email as evidence (Electronic Transactions Act).

2.5 The Partner receives a personal link, code and QR code. Each Partner may hold one account.

2.6 The Partner pays no application fee, does not have to buy anything, and receives no compensation for recruiting other partners.

3.1 A business is a referred customer when all of the following are met:

1. it signs up through the Partner's link, or types the Partner's code itself, before its first payment;
2. it is a new customer that has not had an account with the Company in the 12 months before signing up (checked by the Company itself using taxpayer ID, email, phone number and the card used to pay);
3. it is not the Partner, the Partner's own business, or a business in which the Partner holds shares or has management authority;
4. the Partner is not the certified public accountant who audits that business's financial statements.

3.2 Each customer can be linked to only one Partner. If more than one Partner claims a customer, the code recorded at sign-up counts. Once linked, the link does not change, unless the Company finds through the procedure in clause 8 that the link resulted from conduct prohibited under clause 7.

3.3 A referred customer that stops using the Service and signs up again within 12 months counts as a customer of the same Partner, and its paid months continue from where they stopped. The Company checks this and re-links the customer to the original Partner itself.

3.4 A referred customer receives 30 extra free trial days, once per taxpayer ID. No referral fee arises during the free trial, because there is no customer payment yet.

3.5 The Company tells the customer at sign-up that there is a referrer who is paid by the Company.

4.1 Each time a referred customer pays, the Partner is entitled to a referral fee at these rates:

Example: a customer pays 690 baht a month excluding VAT ⇒ months 1–13 earn 103.50 baht a month · month 14 onward earns 138 baht a month · the 20% rate does not apply back to months 1–13.

4.2 The 20% rate requires both of the following in that month:

1. the customer pays with the business's own card or account, not one belonging to the Partner or a person related to the Partner; the Company verifies this before paying the referral fee;
2. the customer actually uses the Service: in the 30 days before the date that month's service fee is paid, at least 1 document was issued in the customer's GORINY account.

4.3 The referral fee for each paid month becomes "payable" when one of the following happens:

4.4 No referral fee arises, or the fee lapses, when the payment is refunded, charged back, or not actually received by the Company.

4.5 Referral fees continue for as long as the referred customer keeps paying, with no time limit. After termination, clause 10 applies.

4.6 Referral fees are calculated to 2 decimal places per bill and rounded half up.

5.1 The Company sends a statement of payable referral fees at the end of every month and transfers the amount by the 15th of the following month to the bank account or PromptPay under clause 2.1. If that day is a holiday, the transfer is made on the next business day.

5.2 A net amount below 1,000 baht is carried over to the next round. When the agreement ends, the Company transfers the remaining balance even if it is below the minimum.

5.3 Tax

• The Company withholds tax under the Revenue Code, remits it on the Partner's behalf, and issues a withholding tax certificate (50 Tawi) for every transfer, at the rate for the type of recipient.
• A VAT-registered Partner issues a tax invoice to the Company, and the Company pays VAT on top of the referral fee.
• The Partner is responsible for its own income tax.

5.4 Clawback — if a customer payment is refunded or charged back after the Company has transferred the referral fee, the Company deducts the referral fee for that bill from the next statement, up to the referral fee for that bill · the Company does not ask for cash back, except in cases of fraud under clause 8.

5.5 The Company does not set off any amount the Partner is disputing until the parties agree or a decision is made.

5.6 The Partner may dispute a statement within 60 days of the date it was sent. The Company replies within 5 business days.

5.7 If payment or tax details are incomplete, the Company holds the amount and sends 2 reminders. If the details are still not provided 12 months after the amount became payable, the right to that amount lapses.

5.8 If the Company transfers late without a reason under this agreement, it must pay default interest as provided by law.

6.1 The Partner has one duty only: to send its link, code or QR code to people who may be interested. Interested people read the information, prices and conditions on goriny.com, then sign up, agree and pay the Company directly themselves. The Partner is not an agent, distributor, employee or partner of the Company, and has no authority to act in the Company's name.

6.2 Before a customer signs up, the Partner must tell the customer in writing that it is paid by the Company, using the disclosure form the Company provides, have the customer sign it, and keep it for 5 years (Code of Ethics for Professional Accountants, 330.5).

6.3 Every post, article or other media containing a partner link must clearly show the label "Paid by GORINY".

6.4 When an interested person asks about prices, conditions or the free trial, the Partner refers them to the pricing page on goriny.com or to the Company's customer service, and does not explain or guarantee conditions on the Company's behalf.

6.5 The Partner may use the GORINY name, logo and materials only to refer people to the Service, in the form the Company provides. This right ends on termination. Copyright and trademarks remain the Company's.

6.6 The Partner responds to a request for information, or sends signed customer disclosure forms, within 7 days of the Company's request.

6.7 The Partner tells the Company within 7 days when it changes its name, payment account or tax status, or becomes the auditor of a referred customer.

6.8 The Partner does not do any of the following, in person or online: (1) present or demonstrate the Service so that an interested person signs up; (2) sign up or fill in sign-up details on an interested person's behalf; (3) pressure anyone to decide, or give discounts or gifts of its own · the referral fee under clause 4 is compensation for passing on interested people who sign up themselves, not compensation for selling.

7.1 Very serious (fraud)

1. Creating a fake business, or using another person's details to sign up without permission.
2. Paying service fees on a customer's behalf, or refunding money to a customer, to generate a referral fee.
3. Forging or altering documents, such as customer disclosure forms or payment details.
4. Embedding or replacing a referral code without the customer knowing, for example through a browser extension.
5. Knowingly concealing that the Partner is the auditor of a referred customer, or intentionally concealing the compensation from the customer.

7.2 Serious

1. Referring itself, its own business, or a business under clause 3.1(3).
2. Acting as an agent or seller, for example signing, receiving money, negotiating prices, offering the Service for sale, demonstrating it, or signing up on an interested person's behalf (clauses 6.1, 6.4 and 6.8).
3. Exaggerating the Service's capabilities or prices, or promising discounts the Company has not given.
4. Sending messages the recipient has not consented to, or using contact lists obtained improperly.
5. Not informing customers under clause 6.2.

7.3 Not serious (can be corrected)

1. Buying search ads on the word GORINY or similar words.
2. Registering domain names or social media accounts similar to the GORINY name, or using the logo in the wrong form.
3. Not showing the label under clause 6.3, or giving incomplete trial conditions.
4. Posting the link or code on coupon sites.
5. Not complying with clause 6.6 or 6.7 on time.

7.4 A refund request or chargeback made by a customer for its own reasons is not the Partner's fault. Only clauses 4.4 and 5.4 apply.

8.1 There are 5 levels of penalty, which the Company applies according to seriousness under the table in this clause.

8.2 A repeat breach within 12 months moves the penalty up 1 level · a breach under clause 7.1 goes straight to level 4.

8.3 Procedure before any penalty from level 2 upward:

1. The Company gives notice of the suspected breach, the evidence and the amounts held, through the notice channels.
2. The Partner may respond within 15 days.
3. The Company decides within 30 days of the notice, with written reasons. If it misses this deadline, the held amounts must be transferred as usual.
4. The Partner may appeal within 15 days. The appeal must be decided by a different person from the one who made the first decision, with a reply within 30 days.
5. A party that does not accept the outcome may take the matter to court under clause 11.

8.4 If a referral fee already transferred is later found not to have been earned under this agreement, the Company may reclaim it.

8.5 Penalties under this clause do not affect the Company's right to bring civil or criminal proceedings.

9.1 The referral statement shows the business name, status and payment amounts of referred customers only for those who have given separate consent. Those who have not consented, or who withdraw consent, are shown only as a sequence number with the referral fee amount.

9.2 The Partner uses information received from the Company only to track referral fees, does not disclose it further, does not use it for other marketing, and must delete it on termination.

9.3 The Company keeps data to detect fraud, such as card tokens from the payment provider, IP addresses and usage logs, under the Company's Privacy Policy.

9.4 Financial and tax documents are kept for at least 5 years as required by law. Other personal data is deleted once it is no longer needed, except where needed for legal claims.

9.5 Special referral rates, non-public system information and fraud detection criteria are confidential information of the Company.

10.1 This agreement takes effect on the date the Company approves the Partner and has no end date.

10.2 Changes to the agreement

• The Company gives at least 30 days' notice through the notice channels.
• A Partner that does not accept a change may terminate immediately before it takes effect, without the 30 days' notice, with the same effect as clause 10.3 and without losing existing referral fees.
• A reduction in referral rates applies only to customers linked after the effective date.
• The Company keeps every version with its date for later reference.

10.3 Termination by the Partner: 30 days' notice · the Company pays all outstanding amounts in full, and keeps paying referral fees for as long as customers linked before termination keep paying.

10.4 Termination by the Company for fraud: effective immediately on notice, with the effects of level 4 in clause 8.1.

10.5 Termination by the Company for breach: for a breach that can be corrected, the Company first allows at least 15 days to correct it · with the effects of level 3 in clause 8.1.

10.6 Termination by the Company where the Partner is not in breach, or closure of the programme: 30 days' notice · all outstanding amounts are paid in full, and referral fees continue for as long as linked customers keep paying.

10.7 A Partner with no new customers for 12 months has its account set to "dormant", but referral fees from existing customers are still paid as usual. The Company does not close accounts for making few referrals.

10.8 After termination, the Partner may request copies of past referral statements by email at hello@goriny.com within 90 days · where referral fees continue under clauses 10.3 and 10.6, the Company keeps sending statements by email for as long as payments continue · clauses 5, 6.2, 8, 9 and 11 continue to apply.

11.1 The Company's liability to the Partner does not exceed the referral fees paid in the 12 months before the event. This does not include outstanding referral fees, and does not apply to damage caused intentionally or by gross negligence.

11.2 The Partner compensates the Company for actual damage caused by not informing customers under clause 6.2, by exaggerated claims, or by the Partner's breach of personal data protection law.

11.3 Notice through the notice channels counts as written notice and takes effect when it reaches the email address the other party provided. The Partner gives notice to the Company at hello@goriny.com.

11.4 This agreement is not exclusive; the Partner may refer people to other services · the Partner may transfer its rights under this agreement to another person with the Company's written consent.

11.5 If any clause is unenforceable, the other clauses remain in effect.

11.6 This agreement is governed by Thai law. Disputes are decided by the Thai court with jurisdiction.

11.7 The Thai version is the binding version.