1. Definitions and Interpretation
1.1 Definitions
In this Agreement, unless the context otherwise requires:
- "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under
common control with a party, where "control" means the ability to direct the establishment
and conduct of the operations of such entity, whether through ownership of voting shares,
board representation, contract, or otherwise. - "Applicable Law" means all laws, statutes, regulations, rules, orders, and directives in force
from time to time in the Territory, including but not limited to data protection laws (GDPR,
UK GDPR, PECR), employment law, and competition law. - "Confidential Information" means all non-public information disclosed by one party to the
other in any form, including technical, business, financial, and customer information, marked
as confidential or reasonably understood to be confidential. - "Customer" means any organisation that enters into a Customer Agreement with the
Software Provider for the Services and is not itself a Channel Partner. - "Customer Agreement" means the Software Provider's standard subscription or service
agreement that governs each Customer's use of the Services, as updated from time to time
by the Software Provider. - "Effective Date" means the date of acceptance of this Agreement by the Partner or the date
first written above. - "Force Majeure Event" means any event beyond the reasonable control of a party, including
but not limited to war, terrorism, pandemics, natural disaster, or government action,
provided that economic hardship is excluded. - "Intellectual Property Rights" means all patents, trademarks, service marks, trade names,
copyrights, moral rights, design rights, database rights, know-how, and trade secrets,
whether registered or unregistered, in the software and documentation. - "Partner of Record" means a Customer for which the Partner has been registered with the
Software Provider as the approved referring/deal-registering partner, and for which the
Partner is eligible to receive referral fees or commissions under Schedule 2. - "Partner Territory" or "Territory" means the territories specified in Schedule 1.
- "Qualifying Customer" means a Customer that satisfies the criteria in Schedule 2.
- "Referral Fee" or "Commission" means the fee payable by the Software Provider to the
Partner for each Qualifying Customer, as set out in Schedule 2. - "Services" means the SaaS software applications, services, and tools provided by the
Software Provider, including updates, patches, and documentation, but excluding services
performed under separate professional services agreements.
1.2 Interpretation
1.2.1 Headings are for convenience only and do not affect interpretation.
1.2.2 References to "writing" or "written" include email and electronic records.
1.2.3 References to days mean calendar days unless stated as business days (Monday–Friday,
excluding English bank holidays).
1.2.4 "Including" means "including without limitation."
2. Partner Role, Territory, and Customer Relationships
2.1 Partner Role and Limitations
(a) The Partner is an independent contractor acting as a referral partner and channel partner only.
The Partner has no authority to bind the Software Provider or enter into any contract for the
Services on the Software Provider's behalf.
(b) The Partner's sole role is to promote, market, and generate leads for the Services in the Territory
and to assist with the sales process as requested by the Software Provider. The Partner does not
resell, distribute, or supply the Services.
(c) The Partner shall not invoice or collect fees from Customers for the Services. All such invoicing
and fees shall be a matter between the Customer and the Software Provider.
(d) Nothing in this Agreement creates a partnership, joint venture, employment, or agency
relationship.
2.2 Direct Contracting with Customers
(a) All subscriptions and access to the Services are governed solely by the Software Provider's
Customer Agreement, as updated from time to time by the Software Provider. Each Customer's
contract is directly between the Software Provider and the Customer.
(b) The Partner is not a party to any Customer Agreement and acquires no rights or liabilities
thereunder.
(c) The Partner shall ensure that all prospective Customers understand that they are contracting with
the Software Provider, not the Partner.
(d) The Partner shall not represent itself as having authority to modify, waive, or supplement the
terms of any Customer Agreement.
2.3 Territorial Restrictions
2.3.1 Permitted Territory: The Partner may only market, promote, and refer Customers within the
geographic regions specified in Schedule 1 ("Partner Territory"). Any expansion beyond the Partner
Territory requires prior written consent of the Software Provider.
2.3.2 Prohibited Activities: Without the prior written consent of the Software Provider, the Partner
shall not:
(a) Market or promote the Services outside the Partner Territory;
(b) Actively target or solicit Customers in restricted regions;
(c) Permit or facilitate access to the Services for Customers outside the Partner Territory (except by
passive referral of unsolicited inquiries);
(d) Establish Sub-Partners or Affiliates in territories outside the Partner Territory without explicit
written approval;
(e) Engage in "grey market" or unauthorised referral channels that circumvent territorial restrictions.
2.3.3 Passive Sales and Unsolicited Inquiries: The Partner may accept and refer unsolicited inquiries
from Customers outside the Partner Territory; however, the Software Provider may, at its discretion,
handle such referrals directly or request the Partner to cease referrals from specific regions.
2.4 Modification of Territory
2.4.1 The Software Provider may modify the Partner Territory upon 30 days' written notice to the
Partner, unless a modification results in removal of a significant portion (>50%) of the original
Territory, in which case the Partner may terminate this Agreement within 30 days of notification
without penalty.
2.4.2 Any modifications are effective at the end of the notice period and do not retroactively affect
fees earned for Customers registered as Partner of Record before the effective date.
3. Referral Fees and Compensation
3.1 No Resale – Referral Fee Model
(a) The Partner does not purchase, resell, or distribute the Services.
(b) The Partner's compensation is limited exclusively to referral fees / commissions as set out in
Schedule 2, payable for each Qualifying Customer.
(c) The Partner may not, during the term of this Agreement and 2 years thereafter, without prior
written agreement with the Software Provider, promote, market or sell competitive software
solutions to that of the Software Provider within the agreed Territory.
3.2 Qualifying Customers and Deal Registration
The Partner is eligible to receive referral fees only for Qualifying Customers, who satisfy the criteria
in Schedule 2.
3.3 Referral Fee Schedule
(a) For each Qualifying Customer, the Software Provider shall pay the Partner the Referral Fee.
3.4 Payment Terms
The Software Provider shall pay the Partner the Referral Fee in accordance with the payment terms in
Schedule 2.
3.5 No Authority to Offer Discounts
The Partner shall not offer, promise, or authorise any discount, rebate, or alteration to the fees,
terms, or conditions of the Services without prior written approval from the Software Provider. Any
unauthorised discount or incentive offered by the Partner shall be:
(a) At the Partner's sole cost;
(b) A breach of this Agreement entitling the Software Provider to withhold or reduce referral fees;
and
(c) The basis for immediate termination of this Agreement if material.
4. Partner Obligations
4.1 Compliance with Applicable Law
4.1.1 The Partner shall, in the course of performing its obligations under this Agreement, comply fully
with all Applicable Law.
4.1.2 The Partner is solely responsible for its own legal and regulatory compliance and shall indemnify
the Software Provider against any breaches of Applicable Law.
4.2 Data Protection and Privacy
4.2.1 In this Section, “Data Protection Laws” means as applicable and binding on each party: (a)
the Data Protection Act 2018, the UK GDPR as defined in the Data Protection Act 2018, and the
Privacy and Electronic Communications Regulations 2003; (b) the EU General Data Protection
Regulation, Regulation (EU) 2016/679 (EU GDPR), EU Directive 2002/58/EC (Directive on privacy
and electronic communications), and/or any corresponding or equivalent national laws or
regulations; and (c) any applicable laws replacing, amending, extending, re-enacting,
consolidating or implementing any of the above Data Protection Laws from time to time
(whether or not before or after the date of this agreement). The terms “personal data”,
“personal data breach”, “process”, “controller”, “processor”, “joint controller”, “data subject”,
and “supervisory authority” shall have the meanings set out in the Data Protection Laws.
4.2.2 The parties acknowledge that, in respect of any personal data which may be processed and
shared between the parties pursuant to the Agreement, each party independently determines
its own purposes and means of the processing of such personal data and, unless agreed
otherwise between the parties, each party is an independent controller of personal data.
4.2.3 Each party shall ensure that it complies at all times with all obligations imposed on a
controller under the Data Protection Laws in connection with the processing of personal data
pursuant to the Agreement.
4.2.4 Without prejudice to the generality of Section 4.2.3, each party shall:
(a) be responsible for providing individuals with appropriate notifications and transparency
with regard to the processing of their personal data as required by the Data Protection
Laws;
(b) ensure that it has all necessary notices and consents in place to enable the lawful
transfer of personal data to the other party if required in connection with the Agreement;
and
(c) implement appropriate technical and organisational measures to protect any such
personal data against unauthorised and unlawful processing and against accidental loss,
destruction, disclosure, damage or alteration, including implementing appropriate
information security processes which are in line with internationally recognised industry
standards.
4.2.5 Unless and to the extent otherwise agreed in writing by the parties, each party will, to the
extent relating to any personal data shared and processed pursuant to this Agreement where
the parties act as independent controllers:
(a) promptly notify the other in writing providing reasonable detail of any complaint, audit,
investigation or enquiry (whether by a supervisory authority, data subject or otherwise)
establishing, alleging or enquiring as to possible non-compliance with Data Protection Laws
and the parties will co-operate reasonably with each other in respect thereof;
(b) notify the other without undue delay of becoming aware of any actual or suspected
personal data breach affecting the personal data received from the other party, and
provide a reasonably detailed description of the breach. If the party suffering the breach is
required under Data Protection Laws to provide (i) notification to public authorities,
individuals, or other persons, or (ii) undertake other remedial measures (including, without
limitation, notice, credit monitoring services or the establishment of a call center to
respond to inquiries (each of the foregoing, a “Remedial Action”)), it shall not include in
such Remedial Action any mention of the other party without its prior written approval,
except where required to do so by applicable law.
4.2.6. Neither party shall transfer any personal data provided to it from the other party outside
the UK and/or the EEA unless authorised in writing by the other party to do so. Any such data
transfers shall be subject to an appropriate transfer mechanism (such as the UK/EU standard
contractual clauses, as applicable) as agreed by the parties.
4.3 Marketing and Promotion
4.3.1 The Partner shall:
(a) Use commercially reasonable efforts to promote and refer the Services within the Partner
Territory in accordance with its obligations in Schedule 3;
(b) Use only the Software Provider's approved marketing materials, product information, and brand
guidelines (provided in Schedule 3);
(c) Maintain a professional website or marketing presence identifying it as an authorised Channel
Partner of the Software Provider;
(d) Not misrepresent the Services or make claims not authorised in writing by the Software Provider;
(e) Clearly represent itself as a referral/marketing partner only, not a reseller or licensor;
(f) Provide the Software Provider with quarterly reports on marketing activities, qualified leads, and
sales pipeline.
4.4 Indemnification
4.4.1 The Partner shall indemnify and hold harmless the Software Provider from and against all third
party claims, damages, costs, and expenses (including reasonable legal fees) arising from or related
to:
(a) The Partner's breach of its obligations pursuant to this Agreement;
(b) The Partner's infringement of third-party Intellectual Property Rights;
(c) The Partner's negligence, misconduct, or violation of Applicable Law;
(d) The Partner's marketing, promotion, or misrepresentation of the Services;
(e) Any claims relating to the Partner's handling of prospective Customer data or business contact
data;
(f) Unauthorised promotion or territorial violations by the Partner or its Sub-Partners.
4.4.2 The Partner shall notify the Software Provider immediately of any third-party claim and shall
cooperate fully with the Software Provider in defence and settlement.
5. Software Provider Obligations
5.1 Marketing Materials
5.1.1 The Software Provider shall provide:
(a) Approved marketing materials, product literature, and brand guidelines;
(b) Periodic (at least quarterly) market updates and product announcements;
(c) Basic product training for the Partner's marketing and sales teams (online, at Software Provider's
discretion);
(d) Product release notes and feature documentation.
6. Term, Termination, and Renewal
6.1 Term
6.1.1 This Agreement shall commence on the Effective Date and continue for an initial term of 12
months unless terminated earlier under Section 6.2.
6.1.2 The Agreement shall automatically renew for successive 12-month periods unless either party
provides written notice of non-renewal at least 60 days before the end of the then-current term.
6.2 Termination
6.2.1 Termination for Cause:
(a) Either party may terminate this Agreement immediately upon written notice if the other party
materially breaches this Agreement and fails to cure such breach within 30 days of written notice (or
10 days for data protection, security, or territorial violations).
(b) Either party may terminate immediately if the other party becomes insolvent, enters liquidation,
or ceases business operations.
(c) The Software Provider may terminate immediately if the Partner exceeds the Partner Territory,
engages in grey-market or unauthorised promotion, or violates territorial restrictions despite written
warnings.
6.2.2 Termination without Cause:
(a) The Software Provider may terminate this Agreement without cause upon 90 days' written notice.
(b) The Partner may terminate without cause upon 90 days' written notice, provided it is not in
material breach at the time of termination.
6.3 Effects of Termination
6.3.1 Upon termination or expiration:
(a) All rights granted to the Partner immediately cease;
(b) The Partner shall immediately cease marketing, promoting, and referring the Services;
(c) The Partner shall cease representing itself as a Channel Partner or referral partner of the Software
Provider;
(d) The Partner shall remove references to the Software Provider's brand and Services from its
website and marketing materials within 30 days;
(e) The Partner shall return or destroy all Confidential Information and Software copies within 30
days;
(f) Existing Customer relationships governed by Customer Agreements with the Software Provider
are unaffected by termination of this Agreement and shall continue under those Customer
Agreements, supported directly by the Software Provider;
(g) The Partner's eligibility for referral fees ceases, except for fees accrued and earned prior to the
termination date (to be paid in accordance with Section 3.4);
(h) Any provision of this Agreement that expressly or by implication is intended to come into or
continue in force on or after termination or expiry of this Agreement shall remain in full force and
effect.
7. Limitation of Liability
7.1 Exclusion of Indirect Damages
Subject to Section 7.2.2, neither party shall have any liability to the other party, whether in contract,
tort (including negligence), breach of statutory duty, or otherwise, for any: (i) loss of anticipated
savings; (ii) loss of use or corruption of software, data or information; (iii) loss of or damage to
goodwill; or (iv) for any indirect or consequential loss arising under or in connection with the
Agreement.
7.2 Cap on Liability
7.2.1 Subject to Section 7.2.2, the Software Provider’s total liability to the Partner, whether in
contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in
connection with this Agreement shall, in each 12 month period (commencing on the Effective Date),
be limited to the Referral Fees to the Partner in such 12 month period..
7.2.2 Neither party excludes or limits its liability for death or personal injury caused by its negligence
or for fraud.
8. Confidentiality
8.1 Confidential Information
8.1.1 Each party agrees to maintain the Confidential Information of the other party in strict
confidence and to use it solely for the purposes of performing its obligations under this Agreement.
8.2 Exceptions
Confidential Information does not include information that:
(a) Is already in the public domain or becomes so through no breach of this Agreement;
(b) Was independently developed without reference to the Confidential Information;
(c) Is lawfully received from a third party without confidentiality restrictions;
(d) Must be disclosed by law or court order (provided the disclosing party gives reasonable advance
notice to the other party).
8.3 Survival
Confidentiality obligations survive termination of this Agreement for a period of 5 years.
9. General Provisions
9.1 Independent Contractor
9.1.1 The Partner is an independent contractor and is not an employee, agent, or partner of the
Software Provider. The Partner has no authority to bind, represent, or incur obligations on behalf of
the Software Provider.
9.2 Non-Solicitation
9.2.1 During the term of this Agreement and for 12 months after termination, neither party shall
solicit or hire employees of the other party without the other party's written consent.
9.3 Counterparts and Electronic Execution
9.3.1 This Agreement may be executed in counterparts, each of which shall be deemed an original,
and all of which together shall constitute one instrument. Electronic signatures and PDF scans are
acceptable.
9.4 Entire Agreement
9.4.1 This Agreement, together with the Schedules and any Order Forms, constitutes the entire
agreement between the parties regarding the subject matter and supersedes all prior negotiations,
understandings, and agreements, whether written or oral.
9.5 Amendments
9.5.1 No amendment or modification of this Agreement is valid unless made in writing and signed by
authorised representatives of both parties. Any amendments are effective upon signature.
9.6 Severability
9.6.1 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be
modified to the minimum extent necessary to make it enforceable while preserving the intent of the
parties, or if not possible, shall be severed, and the remaining provisions shall continue in full force
and effect.
9.7 Waiver
9.7.1 No waiver of any provision or breach of this Agreement is effective unless in writing and signed
by the waiving party. A waiver of any breach does not constitute a waiver of any other breach.
9.8 Notices
9.8.1 All notices required under this Agreement shall be in writing and delivered:
(a) By personal delivery;
(b) By registered post, special delivery (Royal Mail, or equivalent in the Territory);
(c) By email to the addresses specified in the signature block.
Notices are effective upon receipt. Either party may change its notice address by written notice to the
other.
9.9 Governing Law and Jurisdiction
9.9.1 This Agreement shall be governed by and construed in accordance with the laws of England and
Wales.
9.9.2 Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales
for any disputes arising out of or relating to this Agreement.
9.10 Force Majeure
9.10.1 Neither party shall be liable for failure to perform its obligations under this Agreement due to
a Force Majeure Event, provided that the affected party:
(a) Provides prompt written notice to the other party;
(b) Uses reasonable efforts to mitigate the effect and resume performance.
If a Force Majeure Event prevents performance for more than 60 consecutive days, either party may
terminate this Agreement without penalty.
