Partner Agreement

In short

• You introduce businesses to Tarleaks. When they become paying clients, you earn a commission. Your exact terms are in your Schedule A.
• You are independent. You do not speak for us, you cannot sign anything on our behalf, and you must never mislead anyone.
• Commission is calculated on cash we actually collect from the client, excluding VAT. It is payable after a holding period of 45 days.
• If a client is refunded, charged back or credited within 120 days of paying, the related commission is reversed or deducted from your later payouts.
• A client never pays more or less because of you, and you see only limited information about the client.
• No gifts or payments to a client's staff to win business. Honest introductions only.
• Either of us can end this agreement on 30 days' written notice, or immediately for serious breach.
• We may change the program terms with 30 days' notice. If you disagree, you can leave.

1. About this agreement

1.1 This agreement is between Tarleaks (trading as Tarleaks), of United Arab Emirates, VAT registration number not yet issued ("Tarleaks", "we", "us") and the person or business that accepts it in the partner portal ("you", "Partner").

1.2 You accept this agreement by clicking to accept when you join the program, and again whenever we publish a new version that requires acceptance. If you accept for a business, you confirm that you are authorised to bind it.

1.3 This agreement is made up of: (a) these terms; (b) the Commission Schedule; (c) your Schedule A; (d) our Acceptable Use Policy; and (e) our Privacy Policy. All are published on https://tarleaks.com or in the partner portal at https://partner.tarleaks.com.

1.4 If the documents differ, your Schedule A decides your commission method, rate, amounts, months, minimum, tiers and currency. The Commission Schedule decides how commission is calculated, held, reversed and paid. These terms decide everything else.

1.5 In this agreement:

• Client means a business that creates a Tarleaks workspace (hosted) or takes a self-hosted licence from us.
• Introduction means a Client that is attributed to you under section 5.
• Net Collected Amount means the money we actually collect from a Client, excluding VAT.
• Commission means the amount earned by you under your Schedule A and the Commission Schedule.
• Holding Period means 45 days from the date we collect the money.
• Statement means the monthly statement we publish for you in the partner portal.
• Schedule A means the table of your personal commission terms that the platform generates for you, as described in the Commission Schedule.
• Serious Breach means fraud, misleading Clients, bribery, breach of sanctions law, misuse of a Client's data, or any other material breach that cannot be fixed or that you do not fix within the reasonable time stated in our written notice.

2. Your role and the program

2.1 We appoint you as a non-exclusive introducer, and, if your Schedule A says so, as a reseller, of the Tarleaks ERP. You may introduce Clients anywhere. We may work with other partners and sell directly.

2.2 There are two program types. As a referral partner you introduce Clients and earn Commission. As a reseller you earn a margin, by default 20% of the Net Collected Amount, calculated and paid like Commission. Your Schedule A says which applies.

2.3 In both types, we bill the Client, we collect the money and we pay you. The Client's contract is with us. You do not sell on your own account, you do not invoice the Client for our service and you do not hold Client money.

2.4 You are an independent business. You are not our employee, agent, partner or joint venturer. You cannot bind us, make promises for us, change our prices or give discounts, and you must not say that you can.

2.5 You decide how to run your business and bear your own costs. We do not pay for your marketing, travel or time unless we agree in writing.

3. Who can join

3.1 You can join if you are a business or professional with a valid licence or registration to operate in your country, you are at least 18 years old (for individuals), and you can lawfully enter this agreement.

3.2 You must give us accurate details when you apply and keep them up to date, including legal name, address, contact person, bank account, and your VAT registration number (TRN) if you have one.

3.3 We may approve or decline an application. If we decline, we will tell you in writing.

3.4 You must not be on a sanctions list that applies to us (see section 13).

4. How you must behave

4.1 Be honest. Describe Tarleaks accurately. Do not make claims about features, prices, availability, security or results that you cannot support. Do not say that you are Tarleaks or part of Tarleaks.

4.2 Use only the brand materials and rules we publish in the partner portal. Do not register domain names, social media accounts or app names that contain or resemble our brand.

4.3 Do not bid on the Tarleaks brand, or close misspellings of it, in paid search or other paid advertising.

4.4 Do not refer yourself or a business you own or control. Self-referral earns no Commission.

4.5 Do not give, offer or promise gifts, payments or other benefits to a Client's staff to win business. See section 13.

4.6 Do not spam, harass or pressure anyone. Follow the laws that apply to marketing and electronic messages. Follow our Acceptable Use Policy.

4.7 Obtain a Client's consent before you share its details with us. Do not share anything about a Client that you do not have the right to share.

4.8 Be open with Clients. If you give advice to a Client on choosing software, tell the Client that you may earn a commission from us.

5. Attribution and deal registration

5.1 A visitor who arrives through your partner link receives a first-party cookie called tl_ref, valid for 60 days. When the visitor creates a workspace, the partner whose link was used last is credited, unless clause 5.2 applies.

5.2 You can register a deal in the partner portal for a company you are actively working with. If we approve it, it is valid for 90 days and takes priority over a later partner link for that company during that time. We may decline a registration, with a reason, for example if the company is already a Client or has been registered by someone else.

5.3 An administrator at Tarleaks may assign a partner to a Client at the Client's written request. We will tell the partner concerned.

5.4 Attribution is decided when the Client creates its workspace or, for a self-hosted licence, when the licence is ordered. A later link does not change it.

5.5 If two partners both claim a Client, we apply this section first. If that does not settle it, we decide fairly, in writing and with reasons. Please raise any concern within 30 days of the Statement where the question first appears.

5.6 We may verify attribution, and you will help us by sharing reasonable evidence of your introduction when we ask.

6. Conflicts of interest

6.1 You may promote other products, including products that compete with ours. You must not use our confidential information or Client details to do so.

6.2 You must not take any step that harms a Client's use of Tarleaks, such as persuading a Client to cancel for your own benefit or for the benefit of another provider.

6.3 If you are also a Client, a supplier or an adviser to a Client, you must act in that Client's best interests and tell the Client about your relationship with us.

7. Commission

7.1 You earn Commission under the method and numbers in your Schedule A. The Commission Schedule sets out the methods, the base, the holding period, the minimum payout and the worked examples.

7.2 The base is the Net Collected Amount: money actually collected from the Client, excluding VAT, converted to your currency at the rate published in the platform on the collection date.

7.3 Commission accrues only when money is collected. If no money is collected, for example in a free period or when a Client's account is read-only or suspended for non-payment, nothing accrues. Accrual resumes with the next collection.

7.4 Commission becomes payable after the Holding Period, subject to section 9.

7.5 A Client is never charged more or less because of you. We set Client prices and may change them, run offers and give credits. Commission follows the cash we actually collect.

7.6 We may offer bonuses. A bonus is separate from Commission, has a time limit and is written down before it starts.

8. Payouts, tax and self-billing

8.1 We publish a Statement for you every month. We pay on day 15 of the month the Commission that has cleared the Holding Period, if the balance is at least AED 370. Otherwise the balance rolls over to the next month.

8.2 We pay by bank transfer (IBAN/SWIFT) into an account in your own name. We may enable other payment methods. Each payout run may need approval by our finance team.

8.3 We pay our own bank's fees. You bear any intermediary or receiving bank fees unless we state otherwise.

8.4 You must give us your payee and tax details within 180 days of your first accrual. If you do not, the accrual is released, which means you lose the right to it. Commission that accrues after you provide the details is not affected.

8.5 If you are registered for UAE VAT you must give us your TRN. Commission is then subject to VAT at the rate that applies (5% in the UAE) and a tax invoice is required. You can either upload your own tax invoice for each Statement or, if you choose, let us issue it for you under clause 8.8.

8.6 If you are not registered for UAE VAT we give you a Statement and a payment advice. No VAT is added.

8.7 If you are a foreign partner, without an establishment in the UAE, we pay you without UAE VAT. We account for any reverse charge ourselves where the law requires it.

8.8 Self-billing consent (optional). This clause applies only if you are registered for UAE VAT and you choose self-billing in the partner portal. By choosing it you agree that:

• (a) we issue tax invoices for your Commission on your behalf, and tax credit notes where Commission is reversed;
• (b) each document shows your TRN and ours (not yet issued), and states that it was issued by us on your behalf;
• (c) you will not issue your own tax invoice for the same Commission;
• (d) you have 30 days from the date of each document to object in writing. If you do not object, the document stands;
• (e) you will tell us at once if your VAT registration or TRN changes, is cancelled or you stop being registered, and we will then stop self-billing;
• (f) we keep copies for 5 years; and
• (g) you can withdraw this consent by giving us written notice. It then ends from the next Statement.

8.9 Where we reverse Commission on which VAT was invoiced, we issue a tax credit note.

8.10 We keep payment and tax documents for 5 years.

9. Clawback and set-off

9.1 If a Client is refunded, charged back or credited within 120 days of the date we collected the money, the Commission earned on that money is reversed in proportion.

9.2 If the Commission has not been paid yet, we reverse it in your Statement. If it has been paid, we deduct it from your future payouts.

9.3 If you have no future payouts, for example because this agreement has ended, you must repay the amount within 30 days of the Statement that shows it.

9.4 We may set off against any payout an amount that you owe us under this agreement. We will show it in your Statement. We will not set off amounts that are unrelated to this agreement.

9.5 A refund after 120 days from collection does not affect your Commission.

10. Records and checks

10.1 You must keep records of your introductions, such as who you introduced, when and how, for 5 years.

10.2 On reasonable written request, you will give us the records we need to verify attribution and your compliance with this agreement. We will keep them confidential.

10.3 You can question any Statement within 30 days by writing to info@tarleaks.com. We will review it and reply in writing. Undisputed amounts are still paid on time.

11. Client information and data protection

11.1 We may share with you only these details about a Client you introduced: company name, plan and seat-count band, whether the account is active or suspended (so you can see your Commission status), and the invoice totals needed to explain your Commission.

11.2 You have no access to a Client's workspace. If a Client invites you as a normal user, you may use it only as that Client allows, under the Client's own terms with us.

11.3 Use Client information only to manage your relationship with the Client and to understand your Commission. Do not sell it, publish it or use it for any other purpose.

11.4 Each of us is responsible for the personal data it handles under the law that applies. For the UAE this includes Federal Decree-Law 45/2021 (PDPL), and the DIFC and ADGM regimes or the Saudi PDPL where relevant. Our Privacy Policy explains how we treat your personal data and payee data.

11.5 You must protect the information we share, and tell us without undue delay if you suspect that it has been lost or accessed without authority.

12. Confidentiality

12.1 Keep confidential any non-public information that we share with you, including pricing not yet published, plans and Client information. Use it only for this agreement.

12.2 This does not apply to information that is public through no fault of yours, that you already knew or that you must disclose by law or by order of a court or authority. If you must disclose, tell us first where the law allows.

12.3 This section continues for 5 years after this agreement ends.

13. Anti-bribery, sanctions and anti-money-laundering

13.1 You will comply with all applicable laws on bribery and corruption, including UAE Federal Decree-Law 31/2021, which covers bribery in the private sector.

13.2 You will not give, offer, promise or accept any payment, gift or other benefit to or from a Client's staff, or anyone else, to influence a decision to buy or keep Tarleaks.

13.3 You confirm that neither you nor your owners or managers are subject to sanctions that apply to us, including those of the UAE and the United Nations. We screen payees for sanctions and anti-money-laundering purposes. You will give us the information we reasonably need to do this.

13.4 We may delay or refuse a payment, and tell you why in writing, if a payee cannot be cleared or if the law requires us to.

13.5 Tell us promptly if you suspect a breach of this section.

14. Brand and intellectual property

14.1 We grant you a limited, non-exclusive, non-transferable licence to use the Tarleaks name and logo for the purpose of promoting Tarleaks, in line with our brand rules in the partner portal. We may update the rules.

14.2 All rights in Tarleaks, its software, its name, its logo and its materials remain ours. Nothing in this agreement transfers them to you.

14.3 You keep the rights in your own name, materials and Client relationships. We do not claim them.

14.4 When this agreement ends you will stop using our brand, except for factual statements that are true, such as having been a partner in the past.

15. Term, suspension and termination

15.1 This agreement starts when you accept it and continues until it ends under this section.

15.2 Either of us can end it by giving the other 30 days' written notice.

15.3 We may end it immediately by written notice for a Serious Breach. You may end it immediately by written notice if we materially breach it and do not fix the breach within a reasonable time after your written notice.

15.4 We may suspend you while we look into a suspected Serious Breach. We will tell you why, and we will lift the suspension if the concern is resolved.

15.5 From the effective date of a suspension or termination, no Commission accrues on collections made after that date. Commission earned on collections made before that date is settled in the normal cycle, subject to the Holding Period, clawback under section 9 and the minimum payout.

15.6 If we end this agreement for a Serious Breach involving fraud, misleading Clients or bribery, we may withhold unpaid Commission. We will explain the reason in writing.

15.7 After this agreement ends: (a) sections that by their nature continue, such as 9, 10, 12, 17 and 19, remain in force; (b) you must stop describing yourself as our partner; and (c) the Client remains our Client, and nothing in this agreement restricts the Client from choosing its provider.

16. Changes to the program

16.1 We may change these terms, the Commission Schedule and your Schedule A by giving you 30 days' notice in the partner portal and by e-mail.

16.2 A change to your commission method or numbers applies only to Commission accruing in the future, from the day you accept the new Schedule A, or from the end of the notice period if you have not accepted by then. A change that is better for you may apply at once.

16.3 If you disagree with a change you can end this agreement during the notice period by telling us in writing. The earlier terms then apply to collections up to the date it ends, and the 30-day notice in clause 15.2 does not apply.

16.4 If you continue to introduce Clients after the new terms start, you accept them.

17. Liability

17.1 Nothing in this agreement limits liability that cannot be limited by law, including liability for fraud or for death or personal injury.

17.2 Subject to 17.1, our total liability to you under or in connection with this agreement is limited to the Commission paid and payable to you in the 12 months before the event that caused the loss. We are not liable for loss of profit, goodwill or opportunity, or for indirect loss.

17.3 You are responsible for what you say and do in promoting Tarleaks. You will compensate us for loss, claims and reasonable costs arising from your Serious Breach, your misleading statements to Clients, or your breach of law.

17.4 We provide the platform and program as described. We do not promise that any Client will sign, stay or pay, or that you will earn a minimum amount.

18. No commercial agency

18.1 You are a non-exclusive, non-territorial introducer or reseller. We do not intend to create a commercial agency under UAE Federal Law 3/2022 on Commercial Agencies, or under any similar law.

18.2 You will not claim, register or describe yourself as a registered commercial agent or distributor of Tarleaks, and you will not claim any compensation or rights that arise from such a status.

19. Governing law, disputes and language

19.1 This agreement is governed by the laws of the Emirate of Dubai and the federal laws of the United Arab Emirates applicable in it.

19.2 We hope to settle any difference by talking. Please write to info@tarleaks.com first. Each of us will try in good faith to resolve it within 30 days.

19.3 If we cannot, the courts of Dubai have jurisdiction.

19.4 This agreement is published in English and Arabic. Both have the same meaning. If they differ, the Arabic version prevails.

20. General

20.1 We may send notices by e-mail to the address on your partner account and in the partner portal. You may send notices to info@tarleaks.com. Legal notices go to info@tarleaks.com.

20.2 You cannot transfer your rights or duties under this agreement without our written consent. We may transfer ours to a company that takes over our business, and will tell you.

20.3 If a part of this agreement is found unenforceable, the rest continues.

20.4 If we do not enforce a right at once, we do not give it up.

20.5 This agreement is the whole agreement between us on the program and replaces earlier discussions. It does not replace any other contract you may have with us as a Client.