Partner Agreement Template

3.1 Vetting Process. Prior to activation on the Platform, the Partner must undergo a pre-vetting screening conducted by the Platform's analysts. The vetting evaluates the Partner's product against published criteria including agentic AI capability, SLA quality, enterprise readiness, measurable ROI, integration capacity, tenancy model, affiliate program terms, onboarding experience, time-to-value, and retention metrics.

3.2 Truthful Disclosure. The Partner warrants that all information provided during the vetting process — including company details, product capabilities, security and compliance certifications, integration claims, and affiliate program terms — is accurate, truthful, and not misleading as of the date of disclosure. The Partner must promptly notify the Platform in writing of any material change to this information that occurs after the vetting is completed.

3.3 Analyst Annotations. Where the Partner provides supplementary context during the vetting (e.g. clarifying meeting notes or additional source URLs), the Partner warrants that such context is truthful and accurately represents the Partner's product and business. The Platform may independently verify any claim made during the vetting process.

3.4 Re-Vetting. The Platform may re-run the vetting process at any time during the term of this Agreement. The Partner agrees to cooperate with re-vetting requests and to provide updated information where requested.

4.1 Commission Rate. The Partner agrees to pay the Platform a commission equal to the percentage defined in the Partner Registry (the "Default Commission Rate"), or where a per-product override exists in the Partner Product table, that product-specific rate. The rate is snapshot at the time of each conversion and is immutable for that conversion.

4.2 Calculation. Commission is calculated as: conversion_amount × commission_rate, where conversion_amount is the gross transaction value reported by the Partner via the postback endpoint.

4.3 Cookie / Attribution Window. Conversions are attributed to the Platform when the Partner's postback references a click_id generated by the Platform's gateway at the time of the referral click. The attribution window is governed by the Partner's tracking method (S2S Postback, Redirect Only, or Promo Code) as configured in the Partner Registry.

4.4 Rate Changes. Either party may propose a rate change with 30 days' written notice. Rate changes apply only to conversions occurring after the effective date; existing snapshot rates are not retroactively adjusted.

5.1 Gateway Click. The Platform routes all referral traffic through its gateway endpoint, which generates a unique click_id and logs the click event. The Partner's destination URL receives this click_id as a query parameter.

5.2 Postback Obligation. For partners using the S2S Postback tracking method, the Partner must fire a server-to-server postback to the Platform's gatewayPostback endpoint within 24 hours of a qualifying conversion. The postback must include the click_id, partner_id, product_id, and conversion_amount. Postbacks must be signed with the shared HMAC secret for validation.

5.3 Idempotency. Each click_id may only be converted once. Duplicate postbacks for the same click are rejected as idempotent confirmations.

5.4 Source of Truth. The Platform's InboundPostbackLog and AffiliateConversion ledger constitute the authoritative record for commission calculations.

6.1 Accurate Reporting. The Partner must report all qualifying conversions via postback in a timely and accurate manner. Failure to report conversions (under-reporting) constitutes a material breach of this Agreement.

6.2 Postback Reliability. The Partner is responsible for the technical reliability of its postback integration. The Platform is not liable for conversions not recorded due to the Partner's failure to fire postbacks correctly.

6.3 No Self-Referrals. The Partner shall not refer its own employees, affiliates, or agents through the Platform's gateway for the purpose of generating commissions.

6.4 Compliance. The Partner warrants that its products and marketing practices comply with all applicable laws and regulations.

7.1 Traffic Delivery. The Platform will promote the Partner's products in its marketplace and route referral traffic through the gateway.

7.2 Reporting. The Platform will provide the Partner with access to a monthly commission statement detailing all conversions attributed to the Partner during the billing period.

7.3 Discrepancy Investigation. The Platform will investigate potential under-reporting by comparing clicks sent against conversions received. Partners flagged with a high discrepancy rate may be audited. The Platform shall notify the Partner in writing of any discrepancy investigation affecting the Partner.

8.1 Monthly Reconciliation. The Platform runs an automated monthly reconciliation on the 1st of each month. All conversions marked as VERIFIED are aggregated into a single commission statement (Affiliate Invoice) per partner.

8.2 Invoice Issuance. The Platform issues the commission statement in DRAFT status, reviews it, and sends it to the Partner in SENT status. The invoice represents the total commission owed by the Partner to the Platform.

8.3 Payment Terms. The Partner must settle each invoice within the payment terms defined in the Partner Registry (e.g. Net-30). Payment is due from the Partner to the Platform.

8.4 Disputes & Written Notice. The Partner may dispute an invoice by notifying the Platform in writing within 14 days of receipt, providing a written explanation of the basis for the dispute. All claims or discrepancies regarding commission calculations, invoice figures, or conversion attribution must be notified to the Platform in writing within 14 days of the invoice date to be considered valid. Undisputed invoices are deemed accepted after 14 days.

9.1 Missing Conversion Detection. The Platform may run discrepancy detection to compare clicks sent to the Partner against conversions reported back. Clicks with no matching conversion postback are flagged as unmatched. The Platform shall notify the Partner in writing of any material discrepancy identified.

9.2 Audit. Where the conversion rate falls below an expected threshold, the Platform may request the Partner's internal sales records for the affected period to verify that all qualifying conversions were reported. Such a request shall be made in writing. The Partner agrees to cooperate in good faith with such audits.

9.3 Under-Reporting Remedy. If an audit confirms under-reported conversions, the Partner shall pay the outstanding commission within 15 days of written notification, plus a 5% late fee on the shortfall.

10.1 Clawback Eligibility. If a referred customer churns, cancels, or downgrades their subscription within 90 days of the original contract signature, the Platform may raise a clawback against the conversion that generated the commission. A clawback reverses the commission owed for that conversion.

10.2 Carry-Forward Application. Clawbacks are applied as a negative adjustment to the Partner's next commission statement (carry-forward), reducing the total payout owed by the Partner in the subsequent billing cycle. The Platform is not required to obtain the Partner's prior consent to apply a clawback that meets the criteria in this Section.

10.3 Pipeline Stage Reporting. The Partner agrees to maintain accurate pipeline stage visibility for each referred conversion. The Partner must update the pipeline stage (DISCOVERY, NEGOTIATION, CLOSED_WON, CLOSED_LOST, or CHURNED) within the SLA window defined in the Partner Registry (pipeline_sla_days, default 14 days). Conversions that remain stale beyond the SLA may be flagged for escalation and may affect the Partner's conversion eligibility review.

10.4 SLA Escalation. The Platform may send automated escalation notices to the Partner for conversions that exceed the pipeline SLA. Persistent failure to maintain pipeline updates constitutes a material breach of this Agreement and may result in suspension of the Partner's account under Section 11.

10.5 Truthful Disclosure Warranty. The Partner warrants that all pipeline stage updates, conversion reports, and postback data provided to the Platform are truthful, accurate, and not misleading. Intentional misrepresentation of pipeline status, conversion amounts, or customer outcomes constitutes fraud and grounds for immediate termination under Section 11.3.

12.1 Term. This Agreement is effective from the date the Partner's account is activated in the Partner Registry and continues until terminated.

12.2 Termination for Convenience. Either party may terminate this Agreement by notifying the other in writing with 30 days' notice. Upon termination, the Partner remains liable for all commissions accrued prior to the termination date.

12.3 Termination for False Vetting Information. The Platform may terminate this Agreement with immediate effect by notifying the Partner in writing if it discovers that any information provided by the Partner during the pre-vetting process (Section 3) was purposely untruthful, knowingly inaccurate, or materially misleading, or if the Partner intentionally misrepresents pipeline status or conversion data under Section 10.5. In such cases, the Platform shall be entitled to retain all commissions accrued to date and to recover any commissions paid out in reliance on the false information.

12.4 Suspension. The Platform may suspend the Partner's account immediately for material breach, including under-reporting, fraudulent referrals, postback manipulation, or persistent pipeline SLA failure. Any suspension shall be notified to the Partner in writing with reasons.

13.1 Governing Law. This Agreement is governed by the laws of England and Wales. Disputes are subject to the exclusive jurisdiction of the courts of London.

13.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior understandings.

13.3 Amendments. The Platform may amend this Agreement with 30 days' written notice. Continued participation after the effective date constitutes acceptance of the amended terms.

13.4 Notices. All notices required or permitted under this Agreement shall be in writing and delivered to the other party at the address or email address on file in the Partner Registry. Written notice includes email, registered post, or any other method that provides a verifiable delivery record. All claims or discrepancies must be notified in writing within 14 days of the event giving rise to the claim.