PARTIES

This Design Partner Agreement (“Agreement”) is entered into between The Fabric Shop Pty Ltd (ABN: 69 693 515 687) (“The Fabric Shop”, “we”, “us”, “our”) and the individual or entity registering as a Design Partner on The Fabric Shop platform (“Design Partner”, “you”, “your”).

BACKGROUND

(A) Platform. The Fabric Shop operates an online marketplace and custom fabric printing service (“PrintLab”) accessible via thefabricshop.com (our primary website) and our regional domains thefabricshop.au, thefabricshop.uk, thefabricshop.eu, and thefabricshop.us, which route to the Site and support local branding where required (each, a “Site”).

(B) Fulfilment. Manufacturing, printing, and finishing are performed on our behalf by established third-party textile printing partners with whom The Fabric Shop has worked for twenty years (the “Print Partners”). Quality control, packing, and dispatch are performed on our behalf by a related body corporate of The Fabric Shop (within the meaning of section 50 of the Corporations Act 2001 (Cth)) located in the People’s Republic of China (the “Fulfilment Provider”). Each transfer of your design file to a Print Partner or to the Fulfilment Provider is limited to what is necessary to fulfil the specific customer orders to which the transfer relates. When those orders are complete, the design file is removed from that party’s systems under a controlled deletion process. These arrangements do not affect The Fabric Shop’s direct responsibility to you under this Agreement, or to customers under their purchase contract.

(C) Purpose. The Design Partner wishes to upload their original digital designs (“Designs”) to the platform to be offered to customers as Library Content for printing on fabric.

(D) Scope. This Agreement sets out the terms on which The Fabric Shop will list, market, manufacture, and sell products featuring the Design Partner’s Designs.

(E) Eligibility by location. This Agreement is open to individuals and entities based in any country. All payments are made in Australian Dollars (AUD). Currency conversion costs and receiving-side fees are the Design Partner’s responsibility.

REGISTRATION, VERIFICATION & TAX DOCUMENTATION

3.1 Eligibility

You must be at least 18 years of age (or the age of legal majority in your jurisdiction) and have legal capacity to enter into this Agreement. If you are registering on behalf of an entity, you warrant that you have authority to bind that entity.

3.2 Identity and Payment Verification

Before any royalty payment can be processed, you must:

• complete your Design Partner profile with accurate contact, tax residency, and payment details;

• provide sufficient information for us, or our payment providers (PayPal, Wise, or receiving banks), to verify your identity where required by applicable anti-money-laundering or know-your-customer (KYC) regulations, including (in Australia) the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth); and

• maintain accurate and current payment and identity details at all times.

We may delay or withhold payment where identity verification required under applicable AML/KYC regulations is incomplete, where we suspect the information provided is inaccurate, or where we are required to do so under law. Incomplete tax documentation does not, of itself, delay payment: see Section 3.3.

3.3 Tax Documentation

(a) Why we need it. Royalty payments to non-resident Design Partners are subject to Australian royalty withholding tax under section 128B of the Income Tax Assessment Act 1936 (Cth), at a default rate of 30% on the gross payment, unless a lower rate applies under an Australian Double Tax Agreement (DTA) with your country of residence. Royalty payments to Australian-resident Design Partners may be subject to no-ABN withholding (currently 47%) if a valid Australian Business Number (ABN) is not quoted and no exemption applies (for example, where you provide an ATO Statement by a Supplier confirming the supply is made in the course of a private recreational pursuit or hobby).

(b) What you must provide. You should complete our Design Partner tax declaration via the dashboard before your first royalty payment falls due, and update it on request thereafter. Incomplete tax documentation does not delay or withhold payment of your royalties; instead, the maximum applicable withholding rate is applied to payments until current documentation is provided (see Section 3.3(d)). The declaration will require, depending on your status, some or all of the following:

• a declaration of your country of tax residency for the relevant income year;

• your foreign Tax Identification Number (TIN) or local equivalent, and a current certificate of residency issued by your tax authority, if you are claiming a reduced withholding rate under an applicable DTA;

• for Australian Design Partners without an ABN: a completed ATO Statement by a Supplier form where an exemption applies or, otherwise, written confirmation that you understand no-ABN withholding will apply;

• for Australian Design Partners with an ABN: your ABN and your GST registration status;

• any additional documentation we or our payment processors reasonably require under applicable AML/KYC, tax, or sanctions rules.

(c) Treaty benefit claims. You are responsible for ensuring that any claim to a reduced withholding rate under a DTA is correct and that you are entitled to the benefits of that treaty under its limitation-on-benefits or similar provisions. We are entitled to rely on the declarations and documentation you provide. If those declarations are inaccurate or out-of-date, you are responsible for any resulting tax shortfall, interest, and penalties assessed against The Fabric Shop, as further provided in Section 9 (Indemnity).

(d) Keeping documentation current. You must notify us through your dashboard, within 30 days, of any change to your country of tax residency, business name, ABN, TIN, or other information provided under this Section 3.3. If your documentation becomes invalid, expired, or out-of-date, we may revert to applying the maximum applicable withholding rate from the next payment cycle until current documentation is provided.

(e) Annual statement. After the end of each Australian financial year (30 June), we will provide you with a statement of (i) royalties paid to you, (ii) Australian tax withheld, and (iii) the rate applied, sent by email to your registered email address or, once available, through your dashboard. This statement is intended to assist your domestic tax return; it is not a substitute for advice from a qualified tax adviser.

Important: The Fabric Shop is not a tax adviser. The information in this Section 3.3 is a general description of the framework we operate under, not advice on your tax position. We recommend you obtain independent tax advice in your country of residence before submitting documentation.

LICENCE GRANT

4.1 Grant of Licence

By uploading Designs to The Fabric Shop, you grant us a non-exclusive, worldwide, transferable (to a successor in the event of a corporate transaction), sub-licensable (to the Print Partners, the Fulfilment Provider, payment processors, and other contractors acting on our behalf) licence, in consideration of the royalties payable under Section 6, to:

(a) reproduce, manufacture, and print your Designs onto fabric, sold by length or as swatches, sample lengths, and similar fabric formats;

(b) list, display, sell, distribute, and deliver such products to customers worldwide;

(c) photograph, video, or otherwise visually record finished products made from your Designs for the purpose of listing, marketing, and promoting them on the Site and our marketing channels;

(d) use, display, and reproduce your Designs, your Design Partner display name, and (where you have explicitly enabled it in your dashboard) your designer profile image and bio, for the purpose of marketing, advertising, and promoting your Designs as products available through The Fabric Shop; and

(e) make technical adaptations to your Designs solely as required to prepare them for production, display, and marketing, including colour-profile conversion, scaling, file-format conversion, and cropping for thumbnails, swatch tiles, and product mockups, without altering the creative content of the Design.

4.2 Scope of the Marketing Licence

(a) Permitted channels. The marketing licence in Section 4.1(d) covers marketing, promotion, and editorial use on channels including, without limitation: our Sites; email and SMS campaigns to our subscribers; social media platforms now or in future operated by us (currently including Instagram, Facebook, Pinterest, TikTok, YouTube, and X / Twitter); paid digital advertising (including search and social ads); print collateral including catalogues and lookbooks; in-person trade shows; and press and PR materials.

(b) Limits. The marketing licence does not authorise us to (i) sub-license your Designs to third parties for their own marketing use beyond what is reasonably required to operate the channels above (for example, ad-platform tooling), (ii) use your Designs to endorse unrelated products or services, or (iii) imply your endorsement of any cause, political position, or third-party brand.

(c) Attribution. Where reasonably practicable for the format, we will credit you by your Design Partner display name. You acknowledge that some channels (for example, paid search ads, swatch tiles, and certain SMS formats) do not accommodate attribution.

(d) Requesting removal of specific marketing assets. You may request that we remove a specific deployed marketing asset (e.g. a particular social post or email feature) by writing to us at the address in Section 18. We will act on reasonable requests within 30 days, except where the asset is part of a live paid-media campaign which we will retire at the next available campaign refresh.

4.3 Non-Exclusive

The licence is non-exclusive. You retain the right to sell your Designs through your own channels and on other marketplaces, subject to Section 4.4.

4.4 Exclusivity (Optional)

From time to time we may offer exclusivity arrangements for specific Designs or collections on agreed commercial terms. Any exclusivity arrangement will be documented separately in writing and signed by both parties.

4.5 Duration

The licence remains in effect for the duration of this Agreement. On termination, the licence ends subject to Section 10.4 (Effect of Termination).

4.6 Customer Use Rights

When a customer purchases a product featuring your Design, the customer acquires the rights described in Section 6.3 of our Terms of Service: ownership of the physical printed fabric, and the right to use it to make finished items (such as garments, homewares, and accessories) for personal or commercial purposes, including the sale of those finished items, without limit on quantity. Customers acquire no rights in your underlying digital design file, and are prohibited from reproducing, scanning, tracing, digitising, extracting, or otherwise copying the design in any form, from printing it or causing it to be printed on any other product, from creating derivative designs from it, and from representing that their goods are made, endorsed, or approved by The Fabric Shop or by you. Customers are solely responsible for the finished goods they make and sell, including their quality, safety, and compliance with applicable laws. You authorise us to grant customers these use rights as part of each sale of a product featuring your Design.

4.7 Moral Rights

You retain your moral rights in your Designs under Part IX of the Copyright Act 1968 (Cth) and equivalent laws in other jurisdictions. To the extent permitted by applicable law, you consent to: (a) your Designs being reproduced, displayed, and marketed without attribution in formats that do not reasonably accommodate attribution (as described in Section 4.2(c)); and (b) the technical adaptations described in Section 4.1(e). This consent is limited to those specific acts, is given for the benefit of The Fabric Shop, the Print Partners, the Fulfilment Provider, and our contractors acting on our behalf, and does not extend to any derogatory treatment of your Designs.

4.8 Use of Designs for AI Training

(a) No AI training on your Original Design Files. We will not use your Original Design Files to train, fine-tune, or otherwise develop any generative AI model, whether our own or any third party’s, and we will not sell, license, or contribute your Original Design Files to any third party for inclusion in any AI training dataset. Where a third-party tool incorporating AI functionality processes your Original Design Files on our behalf, we will engage that tool only on terms that prohibit the provider from using those files to train its models. In this Section, “Original Design Files” means the design files you upload to the platform, together with any working files, layered source files, and associated metadata held in our systems.

(b) Derivative renderings. You acknowledge that low-resolution derivative renderings of your Designs, such as thumbnails, previews, product mockups, and marketing images, are displayed publicly and distributed through third-party channels in the ordinary course of listing and marketing your Designs under Section 4.2, including channels whose data practices we do not control. We do not grant any third party the right to use such renderings for AI training, but we cannot warrant against such use by parties outside our control.

(c) Consultation before any change. Any change to this Section is a material change for the purposes of Section 14. Before any such change takes effect, we will inform active Design Partners, invite their feedback, and consider that feedback in good faith, in addition to giving the notice required by Section 14. No change under this Section applies to any Design you remove under Section 5.8 before the change takes effect.

DESIGN PARTNER OBLIGATIONS AND WARRANTIES

5.1 Ownership

You warrant and represent that you are the sole legal owner of all rights, title, and interest in each Design you upload, or that you have full legal authority to grant the rights under this Agreement.

5.2 Non-Infringement

You warrant that your Designs do not and will not infringe upon the intellectual property, trade dress, privacy, publicity, or moral rights of any third party. You further warrant that no Design imitates the distinctive style of a living artist without authorisation.

5.3 Prohibited Content

You agree not to upload any Designs that are defamatory, obscene, pornographic, hateful, promoting violence, or otherwise unlawful in (i) Australia, (ii) any jurisdiction in which we, a Print Partner, or the Fulfilment Provider reproduce, print, or manufacture products, or (iii) your country of residence. The Fabric Shop reserves the right to refuse to print, remove, or de-list any Design at its sole discretion.

5.4 Original Human Authorship; AI-Generated Designs Not Accepted

5.4.1 Original authorship and rights required. Each Design you upload must be your own original work of authorship, created by you through your own skill, judgement, and creative effort, or other original work of human authorship in which you hold complete rights. You warrant and represent that each Design is an original work of human authorship and that you hold all rights, title, and interest necessary to license it to us on the terms of this Agreement.

5.4.2 AI-generated Designs are not accepted. A Design must not be created, in whole or in substantial part, using generative AI tools. In this Agreement, “generative AI tools” means any software, model, or service that produces images, patterns, or other visual content from text, data, or image prompts, including text-to-image and image-to-image generators and generative fill or generative expand features. A Design whose visual content is, in substance, the output of such a tool is an AI-generated Design and is not accepted in your studio on PrintLab, regardless of any subsequent editing.

5.4.3 Verification of authorship. As part of curation, and at any time afterwards, we may require you to provide reasonable evidence of original authorship for any Design, including working files, layered source files, preparatory sketches, or process history. If you do not provide reasonable evidence within the time we specify, we may decline, remove, or de-list the Design.

5.4.4 Consequences of breach. If a Design is found to be an AI-generated Design, or to have been uploaded in breach of the warranties in this Section, this is a material breach of this Agreement. We may remove or de-list the Design, suspend or close your studio under Section 10.3, and withhold royalties under Section 6.2(j), without limiting any other right or remedy. Your indemnity under Section 9 applies to any claim arising from such a Design.

5.5 Technical Standards

Designs must be submitted in accordance with the following technical requirements:

Specification	Requirement
Accepted formats	JPG, PNG, or TIFF (flattened, no layers). Transparent areas print as the unprinted base fabric.
Resolution	300 DPI at your intended print size. Files uploaded below 300 DPI are converted to 300 DPI on import; upscaling cannot recover detail that was never captured and may print softer, at your risk. The product-page scale tool shifts effective resolution; the printable range is 150 to 500 DPI.
Maximum file size	50 MB per file (all formats)
Maximum print width	As published in our current Technical Specifications (typically constrained by the maximum printable width of our fabric base, currently up to 150 cm / 59 inches)
Colour profile	RGB required (sRGB recommended); CMYK files are not accepted. Files using other colour profiles may render with shifted colour on fabric.
Repeat patterns	Submit a single seamless tile (straight or half-drop) that tiles cleanly at the dimensions you specify. We do not modify or rework repeats on your behalf.
Reference standards	Our published Technical Specifications (available through your Design Partner dashboard) apply as updated from time to time and are incorporated into this Agreement by reference.

We are not responsible for poor print outcomes resulting from files that do not meet these requirements.

5.6 Listing Timeframe

Once a Design is submitted for review, we will use reasonable endeavours to complete review within 7 business days. We reserve the right to extend review during peak periods, and to decline or remove any Design that does not meet our standards at any time.

5.7 Design Lifecycle

Each Design progresses through one or more of the following statuses, visible in your Design Partner dashboard. Your ability to edit, replace, or delete a Design depends on its current status:

Status	What it means	What you can do
Draft	Design uploaded but not yet submitted to us for review. Not visible to customers.	Edit metadata, replace the file, or delete the Design entirely.
In Review	Submitted to us and currently being reviewed for technical and content compliance. Not visible to customers.	Cannot edit, replace, or delete the Design while review is in progress.
Approved	Review passed. Listed for sale to customers.	Delete the Design if there are no active orders. Once an order is placed, deletion is suspended until that order is fulfilled.
Changes Requested	Review identified issues that you can address (e.g. metadata, resolution, content). Not visible to customers.	Amend and resubmit, or delete the Design.
Rejected	Review failed and the Design cannot be listed in its current form. Not visible to customers.	Delete the Design, or amend substantially and resubmit as a new Design.

Note: “Active order” means any customer order for the Design which has been placed and not yet fulfilled, cancelled, or refunded.

5.8 Removing a Design

(a) When you can remove a Design. You may remove a Design through your dashboard at any time when it is in Draft, Approved (with no active orders), Changes Requested, or Rejected status. Removal of an Approved Design is suspended while there are active orders for that Design. In that case you may unlist the Design from new sale, but it cannot be deleted until the open orders are fulfilled or cancelled.

(b) Designs In Review. Designs cannot be edited, replaced, or deleted while In Review. If you need to withdraw a Design from review, contact us via the dashboard and we will return it to Draft status as soon as reasonably practicable.

(c) Effect of removal. When a Design is unlisted or removed, we will stop accepting new customer orders for it within 1 business day. Any open orders placed prior to removal will be fulfilled in the ordinary course, and you will earn royalties on them in accordance with Section 6.

ROYALTIES AND PAYMENTS

6.1 Standard Royalty

The Fabric Shop agrees to pay you a royalty of 15% of Net Sales Revenue for every product sold featuring your Design.

“Net Sales Revenue” means the retail price actually paid by the customer for the product featuring your Design, excluding: (i) applicable taxes (GST, VAT, sales tax, or equivalent); (ii) shipping and handling charges; (iii) customs duties and import taxes; (iv) refunds; (v) chargebacks; and (vi) any discount applied to the price at the time of sale, including promotional codes and sale pricing. For clarity, the method by which a customer pays is not a discount. Where a customer pays for an order in whole or in part by redeeming a gift card, store credit, goodwill credit, or a loyalty balance, the amount so paid is included in Net Sales Revenue.

6.2 Payment Terms

(a) Currency. All royalties and payments are calculated and paid in Australian Dollars (AUD). International Design Partners will receive AUD payments via their nominated payment method, and any currency conversion costs or receiving-side fees are your sole responsibility.

(b) Payment Methods.

Method	Currency	Notes
PayPal	AUD (converted by PayPal)	Recipient bears PayPal transaction and currency conversion fees.
Wise	AUD (converted by Wise)	Recommended for international Partners; typically lower FX fees.
Bank Transfer (EFT)	AUD	Available for Australian and New Zealand Partners only.

(c) Schedule. Royalties are calculated at the end of each calendar month. Payments for the prior month will be made within 30 days of the end of that month, provided the minimum payment threshold is met and identity verification under Section 3.2 is complete. Incomplete tax documentation does not delay payment; instead, the maximum applicable withholding rate is applied until current documentation is provided (see Section 3.3(d)).

(d) Minimum Payment Threshold. Royalties will only be paid when the cumulative unpaid balance reaches a minimum of AUD $20.00. Balances below this threshold are carried over to the following month until the threshold is met. This threshold is set to offset transaction and processing fees on small payments.

(e) Payment Details. It is your responsibility to maintain accurate, complete, and current payment details in your Design Partner profile. We are not liable for failed, delayed, or misdirected payments resulting from incorrect or outdated payment details you have provided.

(f) Returns, Refunds, and Chargebacks. No royalties are payable on orders that are cancelled, refunded, or charged back. Where a royalty has already been paid on an order that is subsequently refunded, returned, or successfully charged back, the corresponding amount will be clawed back and adjusted against your next monthly payout. All such adjustments will be shown transparently on your Design Partner dashboard.

(g) Statements. A statement of your royalties, adjustments, withholding tax (if any), and payments will be made available through your Design Partner dashboard or by email, updated at least monthly.

(h) Withholding. Where Australian law requires us to withhold tax on a payment to you, the withheld amount will be deducted from the gross royalty otherwise payable and remitted to the Australian Taxation Office. Your monthly statement will show the gross royalty, the rate withheld, and the net payment. See Section 3.3 for the documentation that determines your withholding rate.

(i) Corrections. If a royalty calculation contains a manifest error (whether an overpayment or an underpayment), we may correct it by adjustment against your next monthly payout or, where an underpayment exceeds the minimum payment threshold, by an out-of-cycle payment. All corrections will be itemised on your Design Partner dashboard statement.

(j) Suspension pending investigation. Where we are conducting a bona fide investigation into whether a Design has been uploaded in breach of the warranties in Section 5.1, 5.2, or 5.4, including on receipt of a credible third-party intellectual property complaint, we may suspend payment of royalties attributable to that Design until the investigation is resolved. If the Design is cleared, suspended royalties will be released in your next monthly payout. If a breach is confirmed, suspended royalties attributable to that Design may be forfeited or applied against amounts you owe us under Section 9, without limiting any other right or remedy. Royalties on your other Designs are not affected by a suspension under this Section. Any suspension, and its resolution, will be shown on your Design Partner dashboard statement.

6.3 Tax Obligations

You are solely responsible for determining and fulfilling your own tax obligations arising from royalty payments received under this Agreement in your country of residence and any other relevant jurisdiction, including income tax, GST, VAT, and self-employment / withholding tax. The Fabric Shop does not provide tax advice and the information in this Agreement is not a substitute for advice from a qualified tax adviser.

6.4 Goods and Services Tax (GST)

(a) GST-inclusive amounts. All royalties and other amounts payable to you under this Agreement are inclusive of any Australian goods and services tax (GST). Where you are registered, or required to be registered, for GST in Australia, the royalty calculated under Section 6.1 is treated as including any GST payable on your supply to us, and we will not pay any additional amount on account of GST.

(b) Tax invoices. Where you are registered for GST in Australia, you must issue and provide us with a valid tax invoice (compliant with the A New Tax System (Goods and Services Tax) Act 1999 (Cth)) for the royalties payable to you. We do not operate a recipient-created tax invoice (RCTI) arrangement; issuing tax invoices for your supplies to us is your responsibility, and where you are GST-registered we may withhold payment of the relevant royalty until a compliant tax invoice has been provided.

(c) Accounting and compliance. You are responsible for your own GST registration, for remitting to the Australian Taxation Office any GST included in amounts paid to you, and for your own GST reporting and record-keeping. If you are not registered, and not required to be registered, for GST, no GST component arises and your royalty is paid as calculated under Section 6.1.

PRICING AND PROMOTIONS

The Fabric Shop retains the sole right to determine the retail price of all products sold on the Site, and to run promotional pricing and discounts from time to time. Royalties are calculated on Net Sales Revenue (which already excludes discounts), so promotional discounts may reduce the royalty payable on individual orders. We will use reasonable endeavours to notify Design Partners of material planned promotions in advance through the dashboard or by email.

DATA AND CONFIDENTIALITY

Your personal information, payment details, tax documentation, and Designs are handled in accordance with our Privacy Policy (available on the Site). In particular, you acknowledge:

• design files and associated metadata may be transferred to the Print Partners and to the Fulfilment Provider in the People’s Republic of China only to the extent necessary to fulfil specific customer orders, and will be removed from their systems after those orders have been fulfilled. Transfers are subject to the safeguards described in our Privacy Policy (including, where applicable, Standard Contractual Clauses for EU/UK personal data and the disclosure framework under Australian Privacy Principle 8);

• we will treat your Designs as confidential, and will not disclose them to third parties other than to the Print Partners, the Fulfilment Provider, payment processors, and other contractors operating under appropriate confidentiality obligations, or as required by law;

• you are encouraged to maintain your own backup copies of your Designs at all times.

INDEMNITY

To the maximum extent permitted by law, and except to the extent the relevant claim or loss is caused by our own breach of this Agreement, our negligence, or our wilful misconduct, you agree to indemnify, defend, and hold harmless The Fabric Shop Pty Ltd, its related bodies corporate (including the Fulfilment Provider), and their respective directors, officers, employees, and contractors from and against any claim, demand, liability, loss, damage, cost, or expense (including reasonable legal fees) arising out of or in connection with:

• your breach of this Agreement, including any breach of the warranties in Sections 5.1, 5.2, and 5.4;

• your violation of any third-party right, including intellectual property, privacy, publicity, or moral rights;

• any tax assessment, penalty, or interest levied on The Fabric Shop or its related bodies corporate as a result of inaccurate, incomplete, or out-of-date tax residency, TIN, ABN, Statement by a Supplier, or treaty-benefit information provided by you under Section 3.3.

First responder. Where a third party alleges that your Design infringes their rights, you agree to act as the first responder and to promptly provide any information or evidence we reasonably request to assess the complaint. We will cooperate with you in good faith, but you are responsible for defending the substantive merits of the complaint.

TERM AND TERMINATION

10.1 Termination by the Design Partner

You may terminate this Agreement at any time by notifying us at designpartners@thefabricshop.com. Removal of individual Designs is governed by Section 5.8. On receipt of your notice, we will cease offering all of your Designs for new orders within 1 business day. We may continue to fulfil any customer orders for your Designs that were placed before termination took effect.

10.2 Pausing Your Studio

You may ask us to pause your studio at any time by notifying us at designpartners@thefabricshop.com. On receipt of your request, we will cease offering your Designs for new orders within 1 business day. Customer orders placed before the pause took effect will be fulfilled in the ordinary course, and you will earn royalties on them in accordance with Section 6. A pause does not terminate this Agreement, and your Designs, studio content, and royalty records are retained while your studio is paused. You may ask us to reactivate your studio at any time by the same method.

10.3 Termination or Suspension by The Fabric Shop

We may terminate this Agreement, or suspend your account, at any time by written notice to you if:

• you commit a breach of this Agreement that is incapable of remedy, or you fail to remedy a remediable breach within 14 days of written notice from us identifying the breach (we may suspend your account, and the sale of affected Designs, during the remedy period);

• we receive a credible intellectual property or content complaint and, after review, consider it substantive;

• you are a repeat infringer of the intellectual property rights of others, as determined under our IP & Takedown Policy (see Section 5 of that Policy);

• we reasonably suspect fraudulent, unlawful, sanctioned, or harmful activity in connection with your account; or

• we decide to discontinue the Design Partner programme (with reasonable notice to active Partners, ordinarily not less than 30 days).

10.4 Effect of Termination

On termination:

• we will pay any outstanding royalties that have met the minimum payment threshold on the usual schedule, subject to applicable withholding;

• we retain the right to fulfil any customer orders for your Designs placed before termination takes effect, and you will earn royalties on those orders;

• outstanding balances below the minimum threshold at termination will be paid in full within 60 days, subject to applicable withholding and any unresolved chargeback or fraud investigation;

• the marketing licence in Section 4 in respect of marketing materials already deployed continues until those materials are retired in the ordinary course of campaign refresh, typically not exceeding 6 months. You may request expedited removal of specific deployed assets under Section 4.2(d).

10.5 Change of Control

If The Fabric Shop Pty Ltd is acquired, merged, or undergoes a substantial change of ownership, this Agreement remains in force and any successor entity will be bound by its terms, including the obligation to pay outstanding royalties.

10.6 Survival

Sections 3.3(c) (treaty-benefit declarations), 4.8(a) (no AI training on Original Design Files, in respect of Designs uploaded before termination), 5.1, 5.2, and 5.4 (warranties, in respect of Designs uploaded before termination), 6 (in respect of any unpaid royalties or unrecovered clawbacks), 8 (Data and Confidentiality), 9 (Indemnity), 10.4 (Effect of Termination), 11 (Limitation of Liability), 12 (Disputes), 15 (Governing Law), 16 (Entire Agreement), and 17 (General) survive termination of this Agreement.

LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, and subject to any rights that cannot be excluded or limited under applicable law:

• neither party is liable to the other for any indirect, incidental, special, or consequential loss or damage arising out of or in connection with this Agreement, including loss of profit, loss of business or opportunity, loss of reputation, or loss of data;

• our total aggregate liability to you arising out of or in connection with this Agreement is limited to the greater of (i) the total royalties paid or payable to you under this Agreement in the 12 months preceding the event giving rise to the claim, and (ii) AUD $500; and

• nothing in this Section limits liability that cannot be limited or excluded under applicable law (including liability for fraud or fraudulent misrepresentation), our obligation to pay royalties properly accrued under Section 6, or your liability under Section 9 (Indemnity).

The platform is not an archive for your design files. While we take reasonable care with files you upload, you are responsible for maintaining your own backup copies of your Designs (see Section 8), and we are not liable for loss of or damage to design files except to the extent caused by our failure to take reasonable care.

DISPUTES

Any dispute arising out of or in connection with this Agreement will be handled as follows:

• the parties will first attempt to resolve the dispute informally by written notice;

• if unresolved within 20 working days of the written notice, the parties agree to attempt mediation in good faith;

• if mediation does not resolve the dispute within a further 30 working days, the dispute will be referred to arbitration in accordance with the Commercial Arbitration Act 2011 (Vic). The seat of arbitration is Melbourne, Victoria, Australia, and the language of the arbitration is English.

Nothing in this Section prevents either party from seeking urgent interlocutory or injunctive relief in a court of competent jurisdiction, or limits any right you have under a law of your country of residence that cannot be waived by contract, including (for Australian Design Partners) any rights under the unfair contract terms provisions of the Australian Consumer Law.

INDEPENDENT CONTRACTOR

Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between you and The Fabric Shop. You are an independent contractor responsible for your own taxes, insurance, superannuation (where applicable), and business obligations.

AMENDMENTS TO THIS AGREEMENT

We may amend this Agreement from time to time. We will notify active Design Partners of any material changes by email to the address registered to your Design Partner profile, with a minimum of 30 days’ notice before the changes take effect. Your continued participation in the Design Partner programme following the effective date of the changes constitutes acceptance of the revised terms. If you do not agree to the changes, you may terminate this Agreement under Section 10.1 before the effective date.

GOVERNING LAW

This Agreement is governed by and construed in accordance with the laws of the State of Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Victoria, without prejudice to any mandatory consumer or designer protection rights available to you in your country of residence that cannot be waived by contract.

ENTIRE AGREEMENT

This Agreement, together with The Fabric Shop’s Terms of Service, Privacy Policy, Cookie Policy, IP & Takedown Policy, and published Technical Specifications (as available through your Design Partner dashboard), constitutes the entire agreement between the parties regarding the Design Partner programme and supersedes all prior agreements or understandings on the same subject matter. If there is any inconsistency between this Agreement and one of those other documents in respect of the Design Partner relationship specifically, this Agreement prevails.

GENERAL

17.1 Severance

If any provision of this Agreement is held to be invalid, unenforceable, or unfair under applicable law, that provision is to be read down to the minimum extent necessary to make it valid and enforceable, or, if it cannot be read down, severed. The remaining provisions of this Agreement continue in full force and effect.

17.2 Waiver

A failure or delay by either party in exercising a right under this Agreement is not a waiver of that right, and a single or partial exercise of a right does not prevent any further exercise of it or the exercise of any other right.

17.3 Assignment

You may not assign or transfer your rights or obligations under this Agreement without our prior written consent, which we will not unreasonably withhold for a genuine restructure of your own business (for example, moving from sole trader to a company you control). We may assign or novate this Agreement as described in Section 10.5, provided the successor remains bound by its terms, including the obligation to pay outstanding royalties.

17.4 Notices

We may give notices under this Agreement by email to the address registered to your Design Partner profile, or through your Design Partner dashboard. Notices sent by email are taken to be received 24 hours after sending unless the sender receives a delivery failure notification. You may give notices to us at the addresses in Section 18. It is your responsibility to keep your registered email address current.

CONTACT

For Design Partner programme enquiries, please contact us at:

Design Partner programme: designpartners@thefabricshop.com

Legal and IP: legal@thefabricshop.com

Privacy: privacy@thefabricshop.com

Registered address (for legal notices by post):

The Fabric Shop Pty Ltd

17 Coleman Parade, Suite #1017

Glen Waverley VIC 3150, Australia

ACCEPTANCE

By creating a Design Partner account and uploading Designs to The Fabric Shop platform, you acknowledge that you have read, understood, and agree to be bound by this Design Partner Agreement in full.

© 2026 The Fabric Shop Pty Ltd (ABN: 69 693 515 687). All rights reserved.