Navigare Space Ltd · Referral & Reseller Partner Agreement
Effective date: [INSERT DATE] Version: 1.0 Document reference: NS-PA-v1.0
This draft is prepared as a starting point and must be reviewed by a qualified solicitor in England & Wales before use. Particular attention should be given to:
This Partner Agreement ("Agreement") is entered into between:
(a) Navigare Space Ltd, a private company limited by shares incorporated in England and Wales (company number [INSERT]), whose registered office is at [INSERT ADDRESS] ("Navigare Space", "we", "us", "our"); and
(b) the entity identified in Schedule 2 (the "Partner", "you", "your").
(a) Navigare Space operates a portfolio of hosted business software solutions for British SMEs, based on Odoo 19 Community Edition.
(b) The Partner wishes to introduce its own clients and contacts to the Navigare Space services, and to receive commission for qualifying introductions in accordance with the Navigare Space Partner Programme.
(c) The parties wish to set out the terms on which such introductions and commissions will be made.
Terms not defined here have the meaning given in our Customer Terms of Service. In addition:
| Term | Meaning | |---|---| | Customer Terms | The Navigare Space Master Services Agreement applicable to customers of the services. | | Eligible Customer | A prospective customer introduced by the Partner who meets the criteria in clause 4.2. | | Partner Account | The Partner's profile in the Navigare Space partner portal, where introductions are tracked. | | Partner Portal | The online platform at partners.navigarespace.co.uk (or such other URL as we notify), where the Partner can submit introductions, track customers, and view commissions. | | Partner Programme | The Navigare Space Partner Programme document (Schedule 1), as updated by us from time to time. | | Qualifying Customer | An Eligible Customer who becomes a paying customer of Navigare Space and remains so beyond the qualifying period set out in clause 5.3. |
4.1 What the Partner may do. During the Term, the Partner may:
(a) introduce prospective customers to Navigare Space via the Partner Portal; (b) refer prospects to navigarespace.co.uk using a Partner-specific tracking link (or registering the prospect manually in the Partner Portal); (c) use Navigare Space marketing materials (logo, screenshots, brochures) within the limits set out in the Partner Programme; (d) attend partner-only briefings and training events offered by us; and (e) hold itself out as a "Navigare Space Partner" or, where the Partner has reached the relevant tier, as a "Certified Partner", in accordance with the Partner Programme.
4.2 Eligible Customer criteria. A prospective customer is an Eligible Customer only if:
(a) the prospect has been introduced via the Partner Portal before any direct contact from the prospect to Navigare Space (or any other partner) is recorded; and (b) the introduction is registered with sufficient detail (company name, contact name, email, intended Plan) for us to verify it.
The "first registered, first credited" principle applies; where the same prospect is introduced by more than one party, credit goes to the earliest valid registration in our system.
4.3 What the Partner may not do. The Partner may not:
(a) hold itself out as having authority to bind Navigare Space, enter into contracts on our behalf, or make commitments (financial or operational) on our behalf; (b) quote prices, discounts, or terms of business other than those published by us; (c) make any representation, warranty, or promise about the Services beyond what is in our official published materials; (d) use our branding in any manner not authorised under the Partner Programme; (e) use any deceptive, misleading, or unethical practices in connection with promotion of the Services; (f) engage in unsolicited bulk email or other practices contrary to the Privacy and Electronic Communications Regulations 2003; (g) target our existing customers with offers from competing services without our consent; (h) bid on Navigare Space brand terms (or close variants thereof) in paid search advertising, save with our prior written consent.
4.4 Independent contractor. The Partner is an independent contractor. Nothing in this Agreement creates an agency, employment, partnership, or joint venture relationship between the parties. Neither party may incur liability on behalf of the other.
5.1 Commission structure. Commission is paid on revenue (excluding VAT) received by Navigare Space from Qualifying Customers introduced by the Partner, at the rates set out in the Partner Programme. As at the date of this Agreement, the headline rates are:
(a) 30% of net monthly recurring revenue for the first 12 months following the Qualifying Customer's first paid month; and
(b) 15% of net monthly recurring revenue from month 13 to month 36 following the Qualifying Customer's first paid month.
(c) Commission ceases after 36 months from the Qualifying Customer's first paid month.
5.2 Commission base — what counts. Commission is calculated on:
(a) monthly subscription fees actually paid for the Customer's Plan; and (b) where applicable, fees for additional users, seats, or vertical add-ons paid by the Qualifying Customer.
Commission is not payable on:
(a) one-off setup, onboarding, migration, training, or bespoke development fees; (b) credits (including SLA service credits) issued to the Customer; (c) refunds or chargebacks; (d) VAT or other taxes; (e) revenue from Customers introduced before this Agreement was entered into; or (f) revenue from Customers who were already in commercial discussions with Navigare Space at the time of introduction (we will, in good faith, notify the Partner if this is the case at the point of registration).
5.3 Qualifying period. An Eligible Customer becomes a Qualifying Customer once they have:
(a) accepted a Navigare Space Order Form (the free trial does not count); and (b) paid the first full monthly invoice and remained an active paying customer for at least 30 days beyond that first paid invoice (the "qualifying period").
If the Customer terminates or fails to pay within the qualifying period, no commission is payable on revenue from that Customer.
5.4 Calculation & statement. We will provide the Partner with a monthly commission statement by the 15th of each month, covering commission earned in the preceding calendar month, accessible in the Partner Portal.
5.5 Payment. Commission is paid monthly in arrears, by BACS to the bank account nominated by the Partner, on or around the 25th of the month following the month of accrual. We will provide a self-billing statement; the Partner is responsible for issuing any VAT invoice required by HMRC if VAT-registered, in accordance with the self-billing arrangement at clause 5.8.
5.6 Minimum threshold. Where total accrued unpaid commission is less than £50 at month-end, payment may be carried forward to the next month, until the threshold is reached.
5.7 Adjustments. We may reduce or claw back commission to reflect:
(a) refunds to, or chargebacks from, the Customer; (b) cancellation within the qualifying period; or (c) credits issued for SLA breaches or other reasons.
Such adjustments will be set out in the commission statement.
5.8 Self-billing. If the Partner is VAT-registered, the parties will operate a self-billing arrangement under HMRC's self-billing rules. The Partner must:
(a) accept the self-billed invoices we issue; (b) not raise sales invoices for the same transactions; (c) notify us promptly of any change in VAT status, name, or address; and (d) inform us if it ceases to be VAT-registered or transfers its business as a going concern.
This self-billing agreement is valid for 12 months and will be renewed by mutual confirmation; either party may withdraw on 30 days' notice.
[SOLICITOR / ACCOUNTANT REVIEW: Confirm self-billing language meets HMRC requirements.]
5.9 Currency. All commission is calculated and paid in pounds sterling (GBP).
6.1 The Partner will:
(a) introduce only prospects whom the Partner genuinely believes would benefit from the Services; (b) provide accurate information about the Services, drawn from our official materials; (c) ensure its representations about the Services are not misleading and do not exaggerate functionality or benefits; (d) comply with all applicable laws in its activities, including the Privacy and Electronic Communications Regulations 2003, the UK GDPR, the Data Protection Act 2018, the Bribery Act 2010, and the Consumer Protection from Unfair Trading Regulations 2008; (e) maintain and follow a reasonable privacy notice covering any personal data of prospects that it shares with us; and (f) promptly forward to us any inquiries, complaints, or notices it receives that relate to the Services.
6.2 Partner branding & marketing. Use of Navigare Space name, logos, or marketing materials is subject to the Partner Programme (Schedule 1), which sets out tier-based entitlements, brand guidelines, and approval processes.
7.1 Confidentiality. Each party will treat information received from the other in connection with this Agreement as confidential. The mutual confidentiality obligations set out in clause 12 of the Customer Terms apply, mutatis mutandis, to this Agreement.
7.2 Personal data — prospect introductions. Where the Partner shares with us personal data of a prospect for the purpose of introduction:
(a) the Partner warrants it has a lawful basis under UK GDPR for sharing that data, and has provided the prospect with appropriate information (where required); (b) we will act as a separate controller of that personal data for the purposes of evaluating and onboarding the prospect; (c) once the prospect becomes a Customer, our handling of their data is governed by the Customer Terms and the DPA; and (d) before the prospect becomes a Customer, both parties may process the personal data for ordinary commercial-development purposes (e.g. follow-up, qualification, sales), each on their own lawful basis.
7.3 Joint controllership not intended. The parties do not intend to act as joint controllers under UK GDPR Article 26. If circumstances change such that joint controllership becomes likely, the parties will discuss in good faith and document the arrangement.
8.1 Liability not excluded. Nothing in this Agreement limits or excludes either party's liability for:
(a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) the Partner's breach of clauses 4.3, 6, or 7; or (d) any liability that cannot be limited or excluded under English law.
8.2 Excluded losses. Subject to clause 8.1, neither party is liable to the other for any:
(a) loss of profits, sales, business, or anticipated savings; (b) loss of, or damage to, goodwill or reputation; or (c) indirect, special, or consequential losses.
8.3 Cap. Subject to clauses 8.1 and 8.2, our total aggregate liability under this Agreement in any 12-month period is limited to the greater of:
(a) the total commission paid to the Partner in the 12 months preceding the event giving rise to the liability; or (b) £1,000.
The same cap applies in the reverse direction, save in respect of the Partner's indemnity in clause 9.
[SOLICITOR REVIEW: Caps should be reviewed against company financial position and insurance.]
9.1 The Partner will indemnify and hold Navigare Space harmless against all losses, costs, claims, damages, and expenses (including reasonable legal fees) arising from or in connection with:
(a) any breach by the Partner of clauses 4.3, 6, or 7; (b) any misrepresentation made by the Partner about the Services; (c) any unauthorised use by the Partner of Navigare Space branding; (d) any breach of applicable data-protection or marketing laws by the Partner; or (e) any claim by a third party that the Partner's activities under this Agreement infringe the third party's rights.
10.1 Our property. All rights in the Navigare Space name, logo, branding, website, marketing materials, and Services remain ours. The Partner is granted, during the Term, a non-exclusive, revocable, royalty-free licence to use such materials solely for the purpose of activities permitted by this Agreement and the Partner Programme.
10.2 Partner's property. The Partner's name, logo, and branding remain its own. The Partner grants us a non-exclusive licence to identify the Partner as a Navigare Space Partner during the Term (on our website and in marketing materials), at the tier appropriate to the Partner's status.
11.1 Term. This Agreement starts on the Effective Date and continues until terminated under this clause.
11.2 Termination for convenience. Either party may terminate this Agreement for convenience on 30 days' written notice to the other.
11.3 Termination for cause. Either party may terminate this Agreement on written notice with immediate effect if the other party:
(a) commits a material breach of this Agreement and (where capable of remedy) fails to remedy it within 14 days of written notice; (b) becomes insolvent or ceases (or threatens to cease) trading; (c) materially damages the reputation of the other; or (d) commits a serious breach of clauses 4.3, 6, or 7.
11.4 Effect of termination on commission.
(a) Where the Agreement is terminated by the Partner for convenience, or by Navigare Space for cause, commission ceases to accrue on the termination date, but commission already accrued and unpaid will be paid in accordance with clause 5.
(b) Where the Agreement is terminated by Navigare Space for convenience, or by the Partner for cause, commission on Qualifying Customers introduced prior to termination continues to accrue for the duration set out in clause 5.1, as if the Agreement had not been terminated, subject to clauses 5.2 and 5.7.
(c) On termination, the Partner's right to hold itself out as a Navigare Space Partner ceases immediately, and the Partner must remove Navigare Space branding from its materials within 14 days.
[SOLICITOR REVIEW: Clause 11.4(b) — confirm the post-termination commission tail is commercially appropriate and clearly documented.]
11.5 Surviving clauses. Clauses which by their nature should survive (including 5.2-5.9 to the extent commission accrual continues, 7, 8, 9, 10.1 first sentence, 12, and 14) will continue in effect after termination.
12.1 We may update the Partner Programme (Schedule 1) from time to time on at least 30 days' written notice to the Partner. Updates may include changes to commission rates for new introductions made after the effective date of the update; commission rates for previously qualified Customers are not retrospectively reduced (save where required by law).
12.2 If the Partner objects to a material adverse update to the Partner Programme, the Partner may terminate this Agreement under clause 11.2 with effect from the date the update would have taken effect. In that case, clause 11.4(b) applies to commission accrual on already-Qualifying Customers.
12.3 Other variations to this Agreement must be in writing and signed by both parties.
The general provisions of clauses 16 and 17 of the Customer Terms apply to this Agreement, with appropriate references to the parties to this Agreement substituted.
14.1 This Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of England and Wales.
14.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales.
The Navigare Space Partner Programme document, as published at navigarespace.co.uk/partners or otherwise notified to the Partner in writing, is incorporated as Schedule 1 to this Agreement. The version in force on the Effective Date is NS-PP-v1.0.
The Partner Programme sets out:
(a) Partner tiers (Registered / Certified / Strategic); (b) Tier criteria and benefits; (c) Detailed commission structure; (d) Brand and marketing usage rules; and (e) Operational processes (introduction registration, dispute handling, training).
| Field | Detail | |---|---| | Partner legal name | | | Companies House number (if applicable) | | | Trading name (if different) | | | Registered address | | | VAT number (if applicable) | | | Primary contact name | | | Primary contact email | | | Bank account details for commission (BACS) | | | Anticipated industries/verticals of focus | | | Anticipated geography of focus | | | Existing software resold or referred (disclosure) | | | Effective Date | |
The Partner confirms that the person signing this Agreement is authorised to do so on behalf of the Partner.
Signed for and on behalf of the Partner: Name: ___________________________ Title: ___________________________ Date: ____________________________ Signature: _______________________
Signed for and on behalf of Navigare Space Ltd: Name: ___________________________ Title: ___________________________ Date: ____________________________ Signature: _______________________
[END OF PARTNER AGREEMENT]
Document prepared for review by qualified solicitor before publication. Not legal advice.
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