Partner Agreement

1. Definitions

• End Customer: a customer that uses the Service, whether introduced or resold by the Partner.
• Referral Model: the Partner introduces prospective End Customers to us; we contract with and invoice the End Customer directly.
• Reseller Model: the Partner resells the Service to End Customers under its own agreement with the End Customer, on terms no less protective of us and End Customers than our standard terms.
• Partner Order Form: the schedule recording the applicable model, territory, fees or commissions, and any special terms.

2. Appointment

We appoint the Partner on a non-exclusive, non-transferable basis to promote and, where the Partner Order Form permits, refer or resell the Service in the agreed territory. The Partner has no authority to bind us, to make commitments, warranties, or representations on our behalf, or to vary our terms. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship; the parties are independent contractors.

3. Partner Obligations

• Promote the Service lawfully, accurately, and only using materials or claims we approve; do not make misleading or exaggerated statements.
• Maintain sufficient competence to represent the Service and support the Partner’s own customers where applicable.
• Comply with all applicable laws, including anti-bribery, sanctions, and data protection laws.
• Not disparage us or misuse our confidential information, and promptly pass on End Customer requirements and material feedback.

4. Models, Fees and Payment

The applicable model (Referral or Reseller), commissions or reseller margins, payment timing, and any minimum commitments are set out in the Partner Order Form. Unless stated otherwise, fees are exclusive of VAT and other taxes. Referral commissions are payable only on qualifying, paid End Customer subscriptions actually received by us, and are subject to clawback where an End Customer cancels or fails to pay.

5. Trademarks and Branding

Each party grants the other a limited, non-exclusive, revocable licence to use its name and logos solely to perform this Agreement and market the Service, in accordance with any brand guidelines provided. Neither party acquires other rights in the other’s marks, and all goodwill accrues to the owner. This licence ends on termination of this Agreement.

6. Confidentiality and Data Protection

Each party shall protect the other’s confidential information in line with our mutual NDA terms. Where either party processes personal data in connection with this Agreement, it shall comply with applicable data protection laws, and our Data Processing Agreement applies to any processing of personal data on the other’s behalf.

7. Warranties and Liability

Each party warrants that it has the authority to enter into this Agreement and will comply with applicable law. Except as expressly stated, the Service is provided on the terms of our Terms of Service. Each party’s liability under this Agreement is subject to the limitations and exclusions set out in the Terms of Service, which apply as if set out here.

8. Term and Termination

This Agreement runs for the term stated in the Partner Order Form or, if none, until terminated. Either party may terminate for convenience on 30 days’ written notice, or immediately for material breach that is not remedied within 30 days, insolvency, or a legal or reputational risk. On termination, the Partner shall stop representing the Service and using our marks; accrued commissions on qualifying subscriptions remain payable, and existing End Customer subscriptions continue under their own terms.

9. Governing Law

This Agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Contact

partners@cyberhorizon.co