Commission Schedule

In short

• This Schedule explains how your commission is calculated, held, reversed and paid. Your own numbers are in your Schedule A.
• Commission is based on net cash actually collected from the client, excluding VAT. No cash collected, no commission.
• Commission becomes payable after a holding period of 45 days from collection.
• If the client is refunded, charged back or credited within 120 days of collection, the related commission is reversed or deducted from your later payouts.
• We pay on day 15 of each month, if your cleared balance is at least AED 370. If it is lower, it rolls over to the next month.
• There are seven methods. Your Schedule A says which one you have. Each is explained below with an example.
• VAT, self-billing and statements are in sections 11 and 12. You have 30 days to question a statement.
• All numbers in the examples are made up to explain the rules. They are not offers, forecasts or prices.

1. About this Schedule

1.1 This Schedule is part of the Partner Agreement between you and Tarleaks ("we", "us"). It applies to every partner. Words defined in the Partner Agreement have the same meaning here.

1.2 Schedule A is your personal table of commission terms. We generate it for you in the partner portal at https://partner.tarleaks.com. Section 5 explains how it is built. Your Schedule A decides your method, rate or amount, months, minimum, tiers and currency. This Schedule decides how they are applied.

1.3 If your Schedule A has no row for a type of client, no commission is earned on that type of client. Methods 1 to 6 apply to hosted subscriptions. The licence method (method 7) applies to self-hosted licences.

1.4 The examples in this Schedule use the assumptions below, so that the arithmetic is easy to follow. Your real values are in the right-hand column.

2. The base: what commission is calculated on

2.1 The base is the net cash actually collected from the client, excluding VAT. We call it the "Net Collected Amount".

2.2 Only money that has reached us counts. Invoices that are issued but not paid, free periods, credits and amounts in dispute do not count until the money is collected.

2.3 If a client pays an invoice in parts, commission follows each part as it is collected. If a payment includes VAT, the VAT is taken out first.

2.4 The client's first payment means the money collected against the client's first paid invoice. If that invoice is paid in several parts, all the parts together are the first payment.

2.5 A client is never charged more or less because of you. Commission is never taken out of the client's price.

2.6 We round each statement line to two decimal places.

3. The life of a commission amount

3.1 Every commission amount moves through the stages below. Your statement shows the stage of each line.

3.2 Holding. Commission becomes payable after the holding period of 45 days, counted from the date we collected the money.

3.3 The holding period gives time for refunds and chargebacks to appear. It also protects you, because it keeps most reversals away from money you have already received.

4. The seven methods

4.1 Your Schedule A states one or more of the methods below. In every method, commission is calculated on Net Collected Amounts, is paid in your currency, and is subject to holding, clawback and the minimum payout.

4.2 Standard terms. Unless your Schedule A says otherwise, the standard terms are method 1 at 10% for 12 months. If your Schedule A says that you are a reseller, your margin is, by default, 20% of the Net Collected Amount, calculated and paid in the same way as commission.

4.3 Method 1: percentage_recurring. A percentage of the Net Collected Amount, for a number of months (N) from the client's first payment, or for the lifetime of the client if your Schedule A says "lifetime". A collection earns commission if it is made less than N months after the date of the client's first payment.

Example (illustrative numbers). Rate 10%, 12 months. Client Alpha is invoiced 1,000 plus 50 VAT each month. We collect 1,050 on 3 January 2027. The Net Collected Amount is 1,000, so the commission is 100. The same happens for each monthly collection up to 3 December 2027. That is 12 collections and 1,200 in total. The collection on 3 January 2028 is 12 months after the first payment, so it earns nothing.

4.4 Method 2: one_time_percent. A percentage of the client's first collected payment only. Later payments earn nothing.

Example (illustrative numbers). Rate 15%. Client Gamma's first payment is 1,800 net of VAT, so the commission is 270. Its second payment, also 1,800, earns nothing.

4.5 Method 3: one_time_fixed. A fixed bounty for each qualifying client. A client qualifies when its first collected payment is at least the minimum amount in your Schedule A. One bounty is earned per client, when that first payment is collected.

Example (illustrative numbers). Bounty 300, minimum 500. Client Delta's first payment is 800 net, so it qualifies and the bounty is 300. Client Epsilon's first payment is 400 net, which is below the minimum, so no bounty is earned for Epsilon.

4.6 Method 4: per_seat. A fixed amount for each paid seat in each month, for N months from the client's first payment. We bill by the peak number of seats in the month. If only part of an invoice is collected, paid seats are counted in proportion to the part collected.

Example (illustrative numbers). 5 per paid seat per month, 12 months. Client Zeta has 10 paid seats in month 1, so commission is 50. In month 2 it has 14 paid seats, so commission is 70. In month 3 it is invoiced for 14 seats but we collect only half, 700 of 1,400. That counts as 7 paid seats, so commission is 35. When the other half is collected, a further 35 accrues.

4.7 Method 5: tiered. A percentage that steps up as your results grow. Your Schedule A states the basis and the steps. The basis is either (a) your cumulative Net Collected Amount in the calendar year, or (b) the number of your active clients in the calendar year. The count starts again on 1 January. Each collection earns commission for N months from the client's first payment, as in method 1.

• On basis (a), the steps work like income tax bands. Each part of your cumulative amount earns the rate of the band it falls in. A collection that crosses a boundary is split.
• On basis (b), an active client is a client you introduced and from which we have collected at least one payment in the calendar year. A collection earns the rate for the number of active clients including that client. Earlier collections are not recalculated.

Example (illustrative numbers), basis (a). Bands: up to 50,000 at 8%; above 50,000 up to 150,000 at 10%; above 150,000 at 12%. Your cumulative Net Collected Amount so far this year is 48,000. We collect 5,000. The first 2,000 completes the first band and earns 8%, which is 160. The remaining 3,000 falls in the second band and earns 10%, which is 300. Commission on this collection is 460.

Example (illustrative numbers), basis (b). Steps: 1 to 4 active clients at 8%; 5 to 9 at 10%; 10 or more at 12%. In March, a fifth client makes its first payment of 2,000 net. Your count becomes 5, so this collection earns 10%, which is 200. Collections from earlier clients keep the rate that applied when they were collected.

4.8 Method 6: hybrid. A one-time bounty plus a recurring percentage. Your Schedule A states the bounty, any minimum first payment, the percentage and the months. The bounty is earned once per client, when the first payment is collected and meets the minimum (if there is one). The percentage then applies to each collection for N months from the first payment, including the first.

Example (illustrative numbers). Bounty 200, minimum 500, 5% for 12 months. Client Eta's first payment is 1,000 net. Commission is 200 plus 5% of 1,000, which is 50, so 250. Its second payment of 1,000 earns 50.

4.9 Method 7: licence. For self-hosted clients. A percentage of the licence fee collected, and a lower percentage of maintenance renewals collected. Your Schedule A states both percentages. Renewals earn commission for N months from the client's first licence payment, or for as long as the client keeps renewing if your Schedule A says "lifetime".

Example (illustrative numbers). 12% of the licence fee and 4% of renewals, 36 months. Client Theta's licence fee of 20,000 net is collected in two instalments of 10,000. Each instalment earns 1,200, so the total is 2,400. In the following year its maintenance renewal of 4,000 net is collected. It is within 36 months, so commission is 160.

5. How your Schedule A is built

5.1 Your Schedule A is a table. It has one row for each method that applies to you. Most partners have one row. A partner with both hosted and self-hosted clients may have two.

5.2 Each row has these fields:

5.3 A sample row (illustrative numbers):

5.4 Your Schedule A also shows your name, partner number, VAT registration number (if any), and any bonus that applies (see section 10).

5.5 Every change creates a new version with its own effective date. You can see all versions in the partner portal. An earlier version continues to apply to collections made before the effective date of the new one.

5.6 The version you accepted, and the date, are recorded in the partner portal.

6. Refunds, chargebacks and credits (clawback)

6.1 If a client is refunded, charged back or credited within 120 days of the date we collected the money, we reverse the commission earned on that money. If only part is refunded, we reverse the same share of the commission.

6.2 If the commission has not been paid yet, we reverse it in your statement.

6.3 If the commission has been paid, we deduct it from your future payouts. We apply the deduction before we test the minimum payout.

6.4 If you have no future payouts, you repay the amount within 30 days of the statement that shows it.

6.5 A refund, chargeback or credit made after 120 days from collection does not change your commission.

6.6 A credit note that reduces an invoice on which nothing was collected does not affect commission, because nothing had accrued.

6.7 If the client later pays again, the new collection earns commission in the usual way.

6.8 A reversal uses the commission amount in your currency as it was first calculated. It is not affected by later changes in exchange rates.

6.9 If VAT was invoiced on the commission, we issue a tax credit note with the reversal (see section 11).

7. Pauses, suspension and termination

7.1 When a client's account is read-only or suspended because of an unpaid invoice, nothing is collected and so nothing accrues. When the client pays, commission accrues on that collection in the usual way.

7.2 Your months continue to run on the calendar during a pause. A collection made within your months window earns commission, even if it pays an invoice for an earlier month.

7.3 If you are suspended or your agreement ends, no commission accrues on collections made after the effective date. Commission earned on collections before that date is settled in the normal cycle, subject to the holding period, clawback and the minimum payout.

7.4 If we end your agreement for a serious breach involving fraud, misleading clients or bribery, unpaid commission may be withheld. We will explain the reason in writing.

8. Payouts and the minimum payout

8.1 We publish a statement every month (see section 12).

8.2 We pay on day 15 of each month the commission that has cleared the holding period on or before that day, if your balance is at least AED 370. If the day is a weekend or UAE public holiday, we pay on the next working day.

8.3 If your balance is lower, it rolls over to the next month. It does not expire while your agreement continues. The minimum is tested on commission excluding VAT.

8.4 We pay by bank transfer (IBAN/SWIFT) into an account in your own name. We may enable other methods. Our finance team may need to approve each payout run. If a run is delayed, we pay as soon as it is approved.

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

9. Currency and exchange rates

9.1 Commission is calculated and paid in the currency in your Schedule A.

9.2 If the client pays in another currency, we convert the Net Collected Amount to your currency at the rate published in the platform on the collection date. Your statement shows the rate.

Example (illustrative numbers). A client pays 1,000 EUR net of VAT. The platform rate on the collection date is 1 EUR = 4.00 AED. The Net Collected Amount is 4,000 AED. At 10%, the commission is 400 AED.

9.3 If your bank account is held in a different currency, your bank converts the payout and may charge for it.

10. Bonuses

10.1 A bonus is separate from commission. It is time-boxed and written down, in your Schedule A or in a notice in the partner portal, before it starts.

10.2 A bonus states what earns it, the amount, and its start and end dates. Unless it says otherwise, it follows the same holding, clawback, payout and VAT rules as commission.

11. VAT and self-billing

11.1 Partner registered for UAE VAT. You give us your VAT registration number (TRN). Commission is then subject to VAT at the rate that applies (5% in the UAE), and a tax invoice is needed for each payout. There are two ways to provide it:

• (a) you upload your own tax invoice to the partner portal. If it arrives after the payout day, we pay on the next payout day after it arrives; or
• (b) if you have opted in to self-billing (the consent is in clause 8.8 of the Partner Agreement), we issue the tax invoice on your behalf.

11.2 How self-billing works. After each statement we issue a tax invoice on your behalf for the commission payable. Both your TRN and ours (not yet issued) are on it, and it says that we issued it on your behalf. You have 30 days to object in writing to info@tarleaks.com. You do not issue your own invoice for the same commission. You can withdraw your consent at any time, as set out in the Partner Agreement.

11.3 Partner not registered for UAE VAT. We give you a commission statement and a payment advice. No VAT is added. If you become registered, tell us and give us your TRN. VAT then applies from the date of your registration.

11.4 Foreign partner. A partner with no UAE establishment is paid without UAE VAT. Where the law requires it, we account for the reverse charge ourselves.

11.5 If we reverse commission on which VAT was invoiced, we issue a tax credit note, and the VAT is adjusted as well.

11.6 The minimum payout is tested on commission excluding VAT.

11.7 We keep these documents for 5 years.

12. Statements and questions

12.1 We publish your statement in the partner portal each month. It shows each collection, the Net Collected Amount, the rate or amount, the stage (accrued, cleared, paid, reversed), the exchange rate, any reversal or deduction, any VAT, the payouts made and the balance that rolls over.

12.2 For each client the statement shows only: company name, plan and seat-count band, whether the account is active or suspended, and the invoice totals needed to explain your commission.

12.3 You have 30 days from the date of a statement to question it. Please write to info@tarleaks.com and say which line and why. We will review it and reply in writing. Amounts that are not questioned are paid on time.

12.4 If we find that a statement is wrong, we correct it in the next statement, whether you raised it or we did.

12.5 After 30 days a statement is treated as agreed, except for clear mistakes that either of us finds later and for cases of fraud.

13. Payee and tax details

13.1 Please give us your payee details (bank account in your name) and your tax details (VAT status and TRN if registered) within 180 days of your first accrual.

13.2 If you do not, the accrual is released, which means you lose the right to it. Commission that accrues after you give us the details is not affected.

13.3 Please tell us promptly if your details change.

14. Changes

14.1 A change to your method or numbers applies only to commission that accrues in the future. It starts after you accept the new Schedule A, or after 30 days' notice, as the Partner Agreement says. A change that is better for you may apply at once.

14.2 We will never apply a change to commission already accrued.

14.3 We may change this Schedule on 30 days' notice in the same way.

15. More worked examples

All numbers are illustrative and use the assumptions in clause 1.4.

15.1 Holding. Client Alpha's first commission of 100 accrues on 3 January 2027. The holding period of 45 days ends on 17 February 2027. The payout day of 15 February comes before that, so the first payout that can include it is 15 March 2027.

15.2 Minimum payout and roll-over. Alpha's monthly commission clears as follows. Alpha is your only client.

With several clients the balance grows faster.

15.3 Refund and clawback. Client Beta pays 1,000 net on 10 March 2027. Your rate is 10%, so commission is 100. It clears on 24 April 2027.

• Refund before payout. Beta is refunded in full on 20 March 2027, 10 days after collection. The 100 is reversed in your statement. You owe nothing. If Beta had been refunded only 400, we would reverse 10% of 400, which is 40.
• Refund after payout. The 100 is paid on 15 May 2027 within a larger payout. Beta's bank charges the payment back on 30 June 2027, 112 days after collection, which is within the 120-day window. On 15 July your cleared balance is 520. We deduct 100, leaving 420. That is above 370, so we pay 420.
• No future payouts. If your agreement had ended and there was no payout to deduct from, you would repay the 100 within 30 days of the statement that shows it.
• After the window. If Beta is refunded on 18 July 2027, which is 130 days after collection, your commission is not affected.

15.4 VAT and self-billing. Your statement for the month shows cleared commission of 800 and a reversal of 100. The net commission is 700. This is above the minimum of 370, so it is paid on the payout day.

• VAT-registered partner with self-billing. We issue a tax invoice for 800 plus 40 VAT, which is 840, and a tax credit note for 100 plus 5 VAT, which is 105. The payout is 735. Both documents show both TRNs. You have 30 days to object.
• Partner not registered for VAT. You receive a statement and a payment advice. The payout is 700. No VAT is added.
• Foreign partner. The payout is 700, without UAE VAT. We deal with any reverse charge ourselves.
• Bank fees. We pay our own bank's fees. If an intermediary bank deducts a fee, you bear it.