Partnership & Affiliate Terms

Effective Date: 15.04.2025

These Partnership Terms (“Agreement”) are entered into as of the Effective Date between:

1. GetTarget Ltd. (“GetTarget”), a company registered in [Jurisdiction], with its principal place of business at [Address]; and

2. [Partner’s Business Name] (“Partner”), a company registered in [Jurisdiction], with its principal place of business at [Partner’s Address].

Collectively, GetTarget and the Partner shall be referred to as the “Parties” and individually as a “Party.”
By entering into this Agreement, the Parties agree to collaborate in a business partnership involving AI-powered e-commerce solutions, online marketplace services, and associated digital commerce activities, subject to the terms and conditions outlined below.Both Parties agree to act in good faith and collaborate to achieve mutually beneficial outcomes.

1. Purpose of the Partnership

The purpose of this Agreement is to define the scope, responsibilities, and expectations for a strategic partnership between GetTarget and the Partner.
The partnership may include joint marketing efforts, technology integrations, service reselling, referrals, or co-branded initiatives to support mutual business growth.
Both Parties acknowledge that this is not a joint venture, employment relationship, or franchise agreement and that they remain independent entities.
This Agreement does not create any ownership rights or obligations beyond the terms specified herein.

2. Scope of Collaboration

2.1 GetTarget’s Responsibilities

As part of the partnership, GetTarget will:

Provide AI-driven e-commerce services, including pricing optimisation, product listing management, advertising automation, and market analytics.
Offer technical support, onboarding assistance, and service training for the Partner if applicable.
Extend referral commissions or revenue-sharing incentives based on pre-agreed terms.
Ensure compliance with data protection, marketplace policies, and ethical AI practices in all collaborations.

2.2 Partner’s Responsibilities

As part of the partnership, the Partner will:

Promote, distribute, or integrate GetTarget’s services within their business operations or client network.
Follow branding guidelines, marketing materials, and service usage policies as provided by GetTarget.
Ensure compliance with marketplace regulations, industry best practices, and consumer protection laws when using or reselling GetTarget services.
Provide accurate client referrals, technical information, and sales reports if required.

3. Exclusivity & Non-Compete Clause

3.1 Exclusivity (If Applicable)

If the Parties agree to an exclusive partnership, the Partner shall not enter into similar agreements with direct competitors of GetTarget for the duration of this Agreement.
Exclusivity shall apply to the following territories/marketplaces: [Specify regions or platforms].
GetTarget may grant exceptions to exclusivity on a case-by-case basis, subject to written approval.

3.2 Non-Compete Obligation

The Partner agrees not to develop, promote, or offer competing AI-driven e-commerce services during the term of this Agreement and for [X] months/years following termination.
The Partner shall not engage in:
– Direct competition with GetTarget’s AI-powered pricing, advertising, or analytics solutions.
– Development of a competing software platform that mirrors GetTarget’s core functionality.
– Soliciting GetTarget’s existing clients or attempting to migrate them to a competing service.
– This non-compete obligation is enforceable within the agreed jurisdiction and may be waived only by written consent.

Violating the non-compete clause may result in legal action and financial penalties.

4. Financial Terms & Compensation

Revenue Sharing & Commissions – If the partnership includes a referral or reseller model, financial compensation will be structured as follows:
– Referral commissions: [X]% per qualified customer signup.
– Revenue sharing: [X]% of monthly service fees for referred clients.
– Custom pricing agreements for resellers: [Specify conditions if applicable].

Payments will be processed on a monthly/quarterly basis and will be subject to applicable taxes and financial deductions.
Each Party is responsible for its own taxes and reporting obligations related to earnings from the partnership.
Detailed financial arrangements may be outlined in an addendum or separate agreement.

5. Use of Trademarks & Branding

Each Party grants the other Party a non-exclusive, revocable, and non-transferable license to use its trademarks, logos, and promotional materials for the purpose of the partnership.
Any use of trademarks must be approved in writing and must not misrepresent the nature of the relationship.
Neither Party may alter, modify, or create derivative works based on the other Party’s branding elements without express permission.
Unauthorised use of trademarks may result in termination of this Agreement.

6. Confidentiality & Data Protection

Each Party agrees to maintain strict confidentiality regarding any proprietary or sensitive business information shared during the course of the partnership.
Both Parties will comply with GDPR, CCPA, and other applicable data protection regulations in handling customer and business data.
Neither Party may disclose pricing structures, client information, or internal business strategies to third parties without written consent.
If the partnership involves API integrations or data sharing, both Parties must implement security measures to prevent unauthorised access or data breaches.
Confidentiality obligations survive the termination of this Agreement.

7. AI Ethics & Compliance

Both Parties agree to use AI-powered services in an ethical manner, avoiding discriminatory, deceptive, or unfair business practices.
AI-driven recommendations, pricing strategies, and marketing automation must comply with:
– Marketplace rules (e.g., Amazon, eBay, Shopify policies).
– Fair competition laws (e.g., avoiding price fixing, bid rigging).
– Consumer protection regulations (e.g., avoiding misleading advertising, false scarcity tactics).

If either Party detects AI biases or unintended harmful impacts, they must promptly notify the other Party and take corrective action.
AI-based decision-making should enhance business operations without violating ethical standards.

7. Term & Termination

7.1 Term

This Agreement will remain in effect for an initial period of [X] months/years, unless terminated earlier by either Party.
After the initial term, this Agreement may be automatically renewed for successive periods unless either Party provides written notice of termination.

7.2 Termination Conditions

Either Party may terminate this Agreement under the following conditions:

Breach of contract – If the other Party violates key terms of this Agreement and fails to remedy the issue within [X] days of receiving written notice.
Legal or regulatory non-compliance – If one Party engages in activities that expose the other Party to legal or reputational risks.
Business discontinuation – If either Party ceases operations, enters bankruptcy, or undergoes acquisition.
Mutual agreement – Both Parties may terminate this Agreement by mutual written consent.

7.3 Termination Fees (If Applicable)

If the Partner terminates the Agreement before fulfilling a minimum commitment period, a termination fee of [X]% of projected revenue may apply.
If GetTarget terminates the Agreement without cause, no termination fee will be charged.
If termination results from a breach of exclusivity or non-compete obligations, the violating Party may be liable for damages, including lost revenue compensation.
Termination fees are subject to negotiation and can be modified based on partnership scale.

7.4 Effects of Termination

Upon termination, both Parties must immediately cease using any branding, trademarks, or promotional materials related to the partnership.
Any outstanding payments or commissions owed up to the termination date must be settled within [X] days.
Confidentiality obligations remain in effect indefinitely, even after termination.
Termination does not release either Party from prior financial or legal obligations.

8. Limitation of Liability

Neither Party shall be liable for indirect, incidental, or consequential damages arising from this partnership.
Each Party’s liability under this Agreement is limited to the amount of revenue generated under this Agreement in the preceding 12 months.
GetTarget is not responsible for marketplace penalties, account suspensions, or financial losses resulting from a Partner’s failure to comply with platform regulations.
Each Party is responsible for managing risks related to their own business operations.

9. Governing Law & Dispute Resolution

This Agreement shall be governed by the laws of [Jurisdiction] (e.g., UK, EU, or US state law).
Any disputes arising from this Agreement shall be resolved first through negotiation. If unresolved, disputes shall be submitted to arbitration or litigation in [Jurisdiction].
Each Party agrees to cover its own legal costs in the event of a dispute.
Legal action should be a last resort – amicable resolution is encouraged.

10. Entire Agreement & Modifications

This Agreement constitutes the entire understanding between the Parties and supersedes any prior agreements or discussions.
Any modifications to this Agreement must be made in writing and signed by both Parties.
If any provision of this Agreement is found to be unenforceable, the remaining terms shall remain in full effect.
Changes to partnership terms require written approval.

11. Signatures & Execution

This Agreement shall become effective upon the signatures of the authorised representatives of both Parties.

GetTarget Ltd.

Name: [Authorised Representative]

Title: [Position]

Date: [Date]

Signature: _________________________

[Partner’s Business Name]