Partner Program Terms

These Partner Program Terms (the "Partner Terms") govern participation in the Storifex Media partner program (the "Program"), operated by Storifex Media LLP ("Storifex Media", "we", "us" or "our"). They are a binding agreement between us and the person or business that applies to, or takes part in, the Program (the "Partner", "you" or "your").

By applying to the Program, accepting a referral or reseller arrangement, or introducing any prospect to us, you agree to these Partner Terms. If you do not agree, do not take part in the Program.

These Partner Terms sit alongside our Terms of Service and Privacy Policy. Where we sign a separate written partner agreement, order form or statement of work with you (a "Partner Agreement"), that Partner Agreement prevails over these Partner Terms for the matters it covers, to the extent of any conflict.

• "Client" means an end customer that engages us for a Project, whether introduced by you (Referral model) or contracted by you (White-label model).
• "Project" means a website engagement we deliver, with a scope and price fixed in a written quote or statement of work.
• "Project Value" means the fees actually invoiced and paid to us for a Project, excluding taxes, third-party pass-through costs (such as hosting, domains, licences and paid media) and any refunds or credits.
• "Commission" means the referral fee described in clause 5.
• "Deliverables" means the website and related materials we produce for a Project.
• "Referral model" and "White-label model" have the meanings given in clause 4.

To take part you must be at least 18 years old and able to enter a binding contract and, if applying for a business, authorised to bind that business. Acceptance into the Program is at our sole discretion, and we may decline or remove any Partner.

The Program is business-to-business. It is not open to consumers and is not a franchise, security, investment or business-opportunity scheme.

The Program offers two models. You may use either, or both, on a per-Client basis, as agreed with us. The model that applies to a given Client is fixed before that Project begins.

Under the Referral model you introduce a prospective Client to us. If that Client signs a Project and pays us, you earn Commission.

Rate and basis

The standard Commission is 20% of the Project Value for each referred Client whose Project completes and is paid in full, unless a different rate or basis is agreed in your Partner Agreement. Commission is calculated on the Project Value as defined in clause 2 (net of taxes, pass-through costs, refunds and credits).

Registering a referral

A referral is valid only if you introduce the prospect to us in writing (through the partner form or by email) before the prospect has already contacted us or entered our pipeline, and the prospect confirms the introduction if we ask. We attribute each Client to the first Partner who validly registered them. We owe no Commission on prospects we were already in contact with, or who approached us independently.

When Commission is earned and paid

• Commission is earned only once the Client has paid us the relevant Project fees in cleared funds.
• We pay earned Commission within thirty (30) days of the end of the calendar month in which the Client's payment cleared, against a valid invoice from you.
• For Projects paid in instalments, Commission is paid pro-rata as each instalment clears.
• Commission is stated exclusive of GST and other taxes, which are added where the law requires; you are responsible for your own invoicing and taxes.

Clawback and conditions

• If a Client obtains a refund, chargeback or credit, or fails to pay, the related Commission is reversed; we may deduct it from future payments or invoice you for it.
• No self-referrals: you may not refer yourself, your own entities, or Clients solely to earn Commission on work you would have bought anyway.
• No incentivised, misleading, spam or unlawful promotion, and no bidding on our brand terms in paid search without our written consent.
• Commission is the only compensation for referrals; no volume, exclusivity or minimum earnings are promised.

Under the White-label model you contract directly with your own client and engage us to build the website. To your client, the work is yours: we act as your subcontractor and stay invisible.

• You are the contracting party with your client. You set your own price and keep the margin over the partner price we quote you. Our partner pricing is confidential.
• You are responsible for your client relationship and contract, scope sign-off, your client's payment to you, and any promises you make to your client. We are responsible to you for delivering the agreed Project to the agreed scope.
• Deliverables ship under your brand. We will not put Storifex branding, watermarks or credits on white-label Deliverables, and we will not contact or market to your client, in line with clause 8.
• You must pay us the partner price on the agreed terms whether or not, and whenever, your client pays you. Overdue amounts may accrue interest and suspend work.
• You must not misrepresent our capabilities, give your client warranties or guarantees beyond those we give you, or hold us out as your client's contractor.

Ownership of Deliverables transfers as set out in clause 9 and in the Project's statement of work, on full payment to us.

The parties are independent contractors. Nothing in the Program creates a partnership, joint venture, agency, franchise or employment relationship. Neither party may bind the other, incur liabilities in the other's name, or make representations on the other's behalf, except as expressly allowed here. Each party bears its own costs and is responsible for its own taxes, filings and compliance.

We do not poach. During your participation and for twelve (12) months afterwards, we will not knowingly solicit or directly contract the end clients you bring to us for the services you referred or resold, unless that client independently approaches us for unrelated services.

In return, on the Referral model you will not circumvent us on a registered referral (for example, by routing the Client to a third party for the same Project to avoid Commission). On the White-label model you will not present us to your client as their contractor or route around the agreed arrangement.

We retain all rights in our pre-existing materials, know-how, code frameworks, components, tools and processes used to deliver Projects. Subject to full payment, ownership of the bespoke Deliverables for a Project transfers as set out in that Project's statement of work, with us retaining a licence to our underlying and reusable components.

You grant us a licence to use materials you or your Client provide (such as copy, logos and assets) to deliver the Project, and you confirm you have the rights to grant that licence.

Names and marks

• Referral model: you may name us to introduce prospects, but you may not use our logo or brand, imply we endorse you, or present our work as your own, without our written consent.
• White-label model: you may present the Deliverables under your own brand. You gain no rights in our name or marks, and we will not display our marks to your client.
• We will not publicly claim or showcase white-label Deliverables as our own work without your consent.

Each party may receive confidential information from the other, including partner pricing, client information, scopes and business plans. Each party will keep the other's confidential information secret, use it only for the Program, and protect it with reasonable care. This does not apply to information that is public through no fault of the receiver, already lawfully known, independently developed, or required to be disclosed by law.

When you share a prospect's or client's personal data with us, such as contact details on a referral, you confirm you have a lawful basis and any consent required to share it, and that the individual has been told their data may be passed to a service provider. Each party will comply with applicable data protection law, including India's Digital Personal Data Protection Act, 2023 and, where relevant, the EU and UK GDPR.

For each Project the parties act as separate controllers for the personal data each decides the use of, or enter a data processing agreement where one party processes personal data on the other's behalf. Our handling of personal data is described in our Privacy Policy.

Commission and partner pricing are exclusive of GST and other taxes, which are added where the law requires. Each party is responsible for its own tax registration, invoicing and reporting, and you must provide accurate billing and tax details and a valid invoice before we pay Commission.

Amounts you owe us under the White-label model are due on the terms in the Project quote. We may charge interest on overdue amounts at the rate permitted by law and may suspend or stop work while amounts are overdue.

We do not guarantee any referral volume, Commission amount, resale revenue, or that any prospect will convert into a paying Client.

Delivery of each Project is warranted only as set out in that Project's statement of work. Except as expressly stated there, the Program is provided "as is" to the fullest extent permitted by law.

To the fullest extent permitted by law, neither party is liable to the other for any indirect, incidental, special or consequential loss, or for loss of profit, revenue, goodwill, data or business, arising out of the Program.

Each party's total aggregate liability arising out of the Program in any twelve-month period is limited to the total Commission paid or payable to you (for our liability) or the total partner fees paid by you (for your liability) in that period. Nothing limits liability that cannot be limited by law, including for death or personal injury caused by negligence, for fraud, or for a party's indemnity obligations.

You will indemnify us against claims, losses and reasonable costs arising from: your dealings with, contracts with, or representations to your clients; your resale, marketing or promotion of the services; your breach of these Partner Terms or of law; and personal data you share with us without a lawful basis or required consent.

We will indemnify you against third-party claims that Deliverables we create infringe that party's intellectual property, except to the extent the claim arises from materials you or your Client supplied, or from changes made without us. This is subject to the limits in clause 14 and the terms of the relevant statement of work.

The Program is at-will. Either party may end participation at any time on written notice. We may suspend or terminate your participation immediately for breach, unlawful conduct, non-payment, or conduct that risks our reputation or Clients.

On termination: Commission already earned on Clients who have paid remains payable; for referrals validly registered but not yet closed, Commission remains payable if the Client signs and pays within ninety (90) days of termination, unless we terminated for your breach. White-label Projects already underway continue to completion under their statements of work. Clauses that by their nature should survive, including confidentiality, intellectual property, non-circumvention, data protection, liability, indemnity and governing law, survive termination.

• Non-exclusive: the Program grants no exclusivity over any territory, sector or Client, and both parties may work with others, including competitors.
• Changes: we may update the Program and these Partner Terms; the version and date at the top show when they last changed. Material changes will not affect Commission already earned, and your continued participation after changes take effect is acceptance of them.
• Assignment: you may not assign these Partner Terms without our consent; we may assign to an affiliate or successor.
• Entire agreement: these Partner Terms and any Partner Agreement are the entire agreement on the Program and replace prior discussions.
• Severability and waiver: if a provision is unenforceable the rest stands, and failing to enforce a right is not a waiver of it.
• Force majeure: neither party is liable for delay or failure caused by events beyond its reasonable control.
• Notices: notices may be sent to the email each party uses for the Program.

These Partner Terms are governed by the laws of India. The parties will first try in good faith to resolve any dispute. Failing that, the dispute will be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996, seated in Hingoli, Maharashtra, India and conducted in English. Subject to arbitration, the courts at Hingoli, Maharashtra, India have exclusive jurisdiction.

Questions about the Program or these Partner Terms: Storifex Media LLP, H. No. 84, At Po. Antule Nagar (Andharwadi), Hingoli, Hingoli - 431513, Maharashtra, India. Email hello@storifexmedia.com.