Partner Agreement

Parties to This Agreement

Background

A. Bennovate operates the Avantwerk platform, an AI-powered business automation solution providing CRM, marketing automation, website building, and related services to small and medium-sized enterprises.

B. Bennovate operates a partner programme enabling approved partners to promote Avantwerk subscriptions and implementation packages in exchange for commissions and/or service fees.

C. The Partner wishes to participate in the Bennovate Partner Programme in one or more of the available partner capacities.

D. The parties wish to record the terms governing their relationship in this Agreement.

1. Definitions

• “Avantwerk Platform” means the AI-powered business automation SaaS platform operated by Bennovate under the Avantwerk brand.
• “Customer” means any individual or entity that subscribes to the Avantwerk Platform through the Partner’s referral or sales activities.
• “Subscription” means a recurring monthly or annual subscription to the Avantwerk Platform (SoloPreneur, Core, SmartFlow, ScaleUp, or Nexus tiers).
• “Implementation Package” means a one-time setup and configuration package (Ignite AI, Elevate AI, Momentum AI, or Apex AI).
• “Commission” means the percentage-based payment earned by a Partner for successful referrals or sales, as specified in Schedule A.
• “Service Fee” means payment earned by Implementation Partners or S&I Partners for delivering implementation services.
• “Network Commission” means commission earned from sales made by Partners in the Partner’s downline (Tier 2 and Tier 3).
• “Confidential Information” means all non-public information disclosed by either party, including business strategies, pricing, customer data, and technical information.
• “Active Subscription” means a Customer subscription that is current, not cancelled, and not more than 30 days past due on payment.

2. Partner Types and Scope

The Partner agrees to participate in the Programme in one or more of the following capacities, as indicated in their Partner Application:

Affiliate Partner

Refers customers to Avantwerk and earns commission on subscription sales only. No implementation responsibilities.

• Subscription Commission: 20% – 30%
• Package Commission: —
• Network: 5% + 5% (from Standard tier)

Sales Partner

Actively sells Avantwerk subscriptions and implementation packages. Earns commission on both. No implementation responsibilities.

• Subscription Commission: 20% – 30%
• Package Commission: 15% – 20%
• Network: 5% + 5% (from Standard tier)

Sales & Implementation Partner

Sells subscriptions and packages AND delivers implementation services. Earns commissions plus implementation service fees.

• Subscription Commission: 20% – 30%
• Package Commission: 15% – 20%
• Service Fee: Up to 30% (KPI-based)

Implementation Partner

Delivers implementation services only. Receives client assignments from Bennovate. No sales responsibilities or commissions.

• Service Fee: Up to 30% (KPI-based)

3. Commission Structure

3.1 Tier Advancement

Partners advance through tiers based on the number of Active Subscriptions they have referred:

3.2 Network Commissions

Eligibility: Network commissions (Tier 2 and Tier 3) are only available to Partners who have reached Standard tier or above (minimum 5 Active Subscriptions). This requirement ensures Partners have demonstrated sales capability before earning from their network.

• Tier 2 (Direct Recruits): 5%
• Tier 3 (Recruits’ Recruits): 5%

3.3 Lifetime Commissions

Subscription commissions are paid for the lifetime of each Customer’s subscription, for as long as the Customer remains an Active Subscription and the Partner remains in good standing under this Agreement.

3.4 Implementation Service Fees

Implementation Partners and S&I Partners earn a KPI-based service fee on each accepted implementation delivery. The base rate is 20% of the package value, paid upon client go-live acceptance. Two independent KPI bonuses may increase this up to a maximum of 30%:

• +5% Communication & Client Satisfaction — NPS score ≥ 8/10 (or ≥ 90% satisfaction) at go-live, plus responsive communication throughout the implementation
• +5% Delivery Quality — zero critical bugs reported within the 30-day warranty period, clean handover

KPI bonuses are independent and additive, capped at 30% total. Full commission is paid by the end of the calendar month in which go-live acceptance occurs, plus 14 calendar days. Bennovate may withhold or delay payment if an unresolved escalation exists at the payment date; if not resolved within 30 days of go-live, Bennovate may reduce payment at its reasonable discretion. The 30-day warranty obligation remains — the partner provides free bug fixes regardless of payment timing.

3.5 Communication & Project Clock

Partner obligations: The Partner must contact the assigned client within 48 hours of assignment, respond to client communications within 1 business day during active implementation, and provide weekly progress updates. If the Partner goes silent for 5 or more business days without prior notice, Bennovate may reassign the client and the Partner forfeits all fees for that implementation.

Client materials & project clock: The client has 7 calendar days from kick-off to submit all required materials (brand assets, access credentials, content, data). If the client does not deliver materials within this period, the implementation clock pauses — the Partner’s on-time deadline does not tick during client delays. The Partner must document all follow-up attempts.

4. Payment Terms

4.1 Commission Calculation

Commissions are calculated on the net revenue received by Bennovate from Customers, excluding taxes, refunds, and chargebacks.

4.2 Payment Schedule

All commissions (subscription, package, and implementation service fees) are paid by the end of the calendar month in which they are earned, plus 14 calendar days. Example: commissions earned in March are paid by 14 April. Minimum payout threshold: $50 gross (amounts below this threshold accumulate to the next period; threshold waived upon termination). No minimum threshold for implementation fees.

4.3 Self-Billing

Bennovate operates a self-billing arrangement. Bennovate will issue invoices on behalf of the Partner for commission payments. Partners must provide accurate tax information and notify Bennovate of any changes.

4.4 Taxes

Partners are responsible for all taxes applicable to their commission income, including income tax, National Insurance (or equivalent), and VAT where applicable. Partners must provide valid VAT registration numbers where required.

4.5 Chargeback and Refund Policy

Churn Protection (0–30 days): No commission is earned if the customer cancels within 30 days of first payment, a refund is issued, or a chargeback is raised.

Clawback (Day 31–90): If a customer cancels between day 31 and day 90, 50% of commissions already paid are reclaimed and deducted from future payments. After 90 days: no clawback applies.

Implementation fees: Full implementation fees paid are not subject to clawback. Bennovate may withhold or delay payment if an unresolved escalation exists at the payment date; if not resolved within 30 days of go-live, Bennovate may reduce payment at its reasonable discretion.

5. Partner Obligations

1. Ethical Conduct: Comply with the Bennovate Code of Conduct and all applicable laws and regulations.
2. Accurate Representation: Provide accurate, truthful information about Avantwerk products and services. Not make false, misleading, or exaggerated claims.
3. Income Claims: Not guarantee specific income levels. Reference only the official Income Disclosure Statement when discussing earnings potential.
4. Brand Guidelines: Use only approved marketing materials and comply with Bennovate brand guidelines.
5. Data Protection: Comply with GDPR and applicable data protection laws when handling personal data.
6. Independent Contractor: Act as an independent contractor, not as an employee, agent, or legal representative of Bennovate.
7. Implementation Communication: Implementation and S&I Partners must make first contact with assigned clients within 48 hours, respond within 1 business day, and provide weekly progress updates. Failure to communicate for 5+ business days without notice constitutes non-delivery and may result in client reassignment and fee forfeiture (see Section 3.5).

6. Confidentiality

6.1 Definition of Confidential Information

Confidential Information includes, but is not limited to: commission structures and rates, pricing strategies, business plans, customer lists and data, technical specifications, marketing strategies, financial information, and any other information marked as confidential or that a reasonable person would understand to be confidential.

6.2 Obligations

The Partner shall: (a) keep all Confidential Information strictly confidential; (b) not disclose Confidential Information to any third party without prior written consent; (c) use Confidential Information solely for purposes of this Agreement; (d) take all reasonable steps to prevent unauthorized disclosure.

6.3 Duration

Confidentiality obligations survive termination of this Agreement and continue for a period of five (5) years following termination, or indefinitely for trade secrets.

6.4 Consequences of Breach

Any breach of this Section 6 shall result in: (a) immediate forfeiture of all lifetime subscription commissions and network commissions; (b) immediate termination of this Agreement; (c) liability for damages suffered by Bennovate; (d) potential injunctive relief. Bennovate reserves the right to pursue all available legal remedies.

7. Intellectual Property

7.1 Ownership

All intellectual property rights in Bennovate, Avantwerk, the Platform, and associated materials remain the exclusive property of Bennovate.

7.2 Limited License

Bennovate grants the Partner a non-exclusive, non-transferable, revocable license to use approved marketing materials solely for promoting Avantwerk during the term of this Agreement.

7.3 Restrictions

The Partner shall not: modify trademarks or logos; create derivative works; use intellectual property in a manner that damages Bennovate’s reputation; or continue use after termination.

8. Term and Termination

8.1 Term

This Agreement commences upon acceptance and continues until terminated in accordance with this Section 8.

8.2 Termination by Partner

The Partner may terminate this Agreement at any time by providing 30 days’ written notice to Bennovate.

8.3 Termination by Bennovate

Bennovate may terminate this Agreement: (a) immediately for material breach, including breach of confidentiality or Code of Conduct; (b) with 30 days’ notice for convenience; (c) immediately if Partner engages in fraudulent activity.

8.4 Effect of Termination

Upon termination: (a) Partner’s right to earn new commissions ceases; (b) earned commissions for Active Subscriptions continue subject to Agreement terms; (c) confidentiality obligations survive; (d) Partner must cease use of all Bennovate intellectual property; (e) Partner must return or destroy Confidential Information.

8.5 Termination for Cause — Forfeiture

9. Limitation of Liability

9.1 To the maximum extent permitted by law, Bennovate’s total liability under this Agreement shall not exceed the total commissions paid to the Partner in the twelve (12) months preceding the claim.

9.2 Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, or business opportunities.

9.3 Nothing in this Agreement excludes or limits liability for fraud, death or personal injury caused by negligence, or any other liability that cannot be excluded by law.

10. General Provisions

10.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Poland. The parties submit to the jurisdiction of the courts of Łódź, Poland. Partners retain the right to bring proceedings in the courts of their country of residence where applicable consumer protection law so permits.

10.2 Entire Agreement

This Agreement, together with the Code of Conduct, Income Disclosure Statement, and Service Delivery Agreement (where applicable), constitutes the entire agreement between the parties.

10.3 Amendments

Bennovate may amend this Agreement by providing 30 days’ notice. Continued participation after the effective date of amendments constitutes acceptance.

10.4 Severability

If any provision is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.5 Assignment

The Partner may not assign this Agreement without Bennovate’s prior written consent. Bennovate may assign this Agreement to an affiliate or successor.

10.6 Notices

Notices shall be sent to the email addresses provided in the Partner Application, or to [email protected] for Bennovate.

11. Regulatory Compliance

This Agreement is designed to comply with applicable regulations including:

• GDPR (EU) 2016/679
• GDPR & applicable data protection law
• Consumer Rights Directive 2011/83/EU
• Unfair Commercial Practices Directive
• DSA Code of Ethics
• Applicable consumer protection regulations

12. Acceptance

13. Contact Us

If you have questions about this Partner Agreement, please get in touch.