Last updated on 16th July 2026

We, Shopsense Retail Technologies (UK) Limited (the “Company”), a company incorporated under the Companies Act 2006 with our registered office at 10 John Street, London, WC1N 2EB, are authorised to offer, promote, and sublicense the Solutions (defined hereinafter) and to grant Partners a non-exclusive, limited, non-transferable, non-assignable, royalty-free, revocable access to use the Solutions for the purposes of referring and consulting.

The Partner Portal (“Portal” or “Platform”) is a digital platform through which a partner may register, access the partner programme, manage leads, track commissions, and access marketing and training resources.

These Terms of Service (“Terms”) constitute a legally binding agreement between the Company and any natural or legal person (including legal heirs, administrators, or successors) who registers on the Portal and selects to partner with the Company (referred to as “Partner”, “you”, or “your”).These Terms govern the relationship between the Company and the Partner specifically in respect of the Partner’s engagement with the Company through the Portal.

By using, accessing, or registering on the Portal in that capacity, you agree to be bound by these Terms together with all applicable policies published on the Portal from time to time (collectively the “Platform Policies”), along with any Schedule(s), Addendum(s), Annexure(s), Statement(s) of Work (‘SOW’), Standard Operating Process(es) (‘SOP’), Appendice(s), or any other written document executed and amended from time to time, which shall collectively constitute your binding agreement with the Company (the “Agreement”).

By accepting this Agreement, you represent and warrant that: (i) you are 18 years of age or above with legal capacity to enter into and comply with this Agreement; (ii) if contracting on behalf of a company or organisation, you have authority to bind such entity; and (iii) the Company and Partner are each individually referred to as a “Party” and collectively as the “Parties”.

This document is an electronic record in accordance with the Electronic Communications Act 2000, the Electronic Identification and Trust Services for Electronic Transactions Regulations 2016 (UK eIDAS Regulation as retained), and the Electronic Commerce (EC Directive) Regulations 2002 (as amended).

1. GENERAL

1. Pursuant to the Master Service Agreement dated 19th May, 2026 with Fynd, the Company has procured access rights to the various Solutions from Fynd on a principal-to-principal and non-exclusive basis. Further the Company contracts with you in its own name and on a principal-to-principal basis; Fynd is not a party to any agreement between you and the Company and assumes no liability toward you.

2. Partners may, subject to the applicable Partner category and the terms of this Agreement, refer, resell, or build services on top of the Solutions, and offer Partner Services to Sellers and Converted Leads within territories as may be agreed in writing between the Parties.

2. SCOPE AND APPLICABILITY

1. Partner Categories

These Terms apply to all categories of partners, including:

1. Referral Partner;
2. Agency / Service Partner;
3. Technology / Integration Partner;
4. Affiliate Partner; and
5. Any other partnership arrangement agreed in writing.

2. Partner Type & Engagement Model

The Partner’s engagement model may include one or more of the following:

1. Referral Partner: Referral Partner: A Referral Partner identifies and introduces potential customers to Company through online or offline channels and may support the sales process, including lead qualification, business requirement discussions, proposal coordination, demonstrations, meetings, and customer engagement activities. Company retains responsibility for managing the customer relationship, commercial negotiations, contracting, invoicing, and collection of payments. Depending on the level of involvement in the sales process and customer conversion, the Referral Partner shall be entitled to a referral commission on revenue generated from customers referred to Company, as specified in the applicable SOW. The applicable commission structure may vary based on the Referral Partner's role and contribution to the successful closure of the opportunity.

2. Agency / Service Partner: An Agency or Service Partner provides implementation and operational support for customers referred to Company. Services may include onboarding, configuration, data migration, customization, training, support, and ongoing managed services. The Partner is responsible for service delivery, while the Company manages the customer relationship, contract, and billing. The Partner may also refer customers and earn referral commissions where applicable.

3. Strategic Partner: A Partner who simultaneously performs the functions of both a Referral Partner and an Agency/Service Partner with respect to the same Converted Lead. Such Partner generates, qualifies, and closes the Qualified Sales Lead, and also provides implementation and managed services to the Converted Lead thereafter. Commission and/or service fees applicable to Strategic Partners shall be as agreed in the applicable SOW. A Strategic Partner combines the roles of both a Referral Partner and an Agency/Service Partner for the same customer. The Partner helps identify and qualify leads, supports sales closure, and provides implementation and managed services after conversion. Referral commissions and service fees will be defined in the applicable SOW.

4. System Integrator (SI) Partner: An SI Partner is a consulting, implementation, marketing, or technology services provider that delivers end-to-end services to customers using Company’s solutions. The SI may recommend, configure, integrate, customize, and support Company products. If the SI introduces a lead and also proposes a competing platform to the same customer, referral commissions will not apply. Instead, only the commission structure agreed for that engagement will apply, as specified in the applicable SOW.

5. Technology / Integration Partner: A Technology or Integration Partner provides products or services that integrate with the platform, helping customers use Company solutions more effectively. If the Partner introduces leads, they may earn referral commissions on resulting revenue. If the Partner's product is integrated with Company and drives business through that integration, they may also earn a separate revenue-sharing commission. The applicable commission structure and responsibilities will be defined in the SOW.

6. Affiliate Partner: Promotes Company’s Solutions through content, tracked links, and digital marketing, earning commission on conversions attributed through the affiliate tracking system.

3. Billing Relationship

The Company shall at all times retain the direct billing relationship with every Converted Lead. All subscription fees, transaction fees, and usage charges for the Solutions shall be invoiced by the Company directly to the Converted Lead. No Partner, regardless of Partner Type, is authorised to invoice, collect, or receive payment from a Converted Lead on behalf of the Company. The Partner’s compensation shall be exclusively through Commission paid by the Company.

3. KEY DEFINITIONS

1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party (50%+ voting interest).
2. “Converted Lead” means a Qualified Sales Lead that has opted for, subscribed to, or availed any Solutions pursuant to a referral or introduction by the Partner.
3. “Commission” means the fee payable by the Company to the Partner, depending on the category of Partner, as set out in Clause 8.
4. “Customer Data” means all data, information, and content provided by or on behalf of Converted Leads or their end-users in connection with the Solutions.
5. “Monthly Reconciliation Report (MRR)” means the report prepared by the Parties recording Qualified Sales Leads, Converted Leads, Revenue Earned, and Commissions due.
6. “Partner Directory” means the publicly accessible directory listing approved Partners, their capabilities, specialisations, and tier status (if any).
7. “Partner Portal” or “Portal” means the Fynd Partner Portal, through which the Partner accesses the Company’s partner programme, including lead management, commission tracking, marketing resources, training materials, and reporting tools.
8. “Partner Service Fees” means fees charged by the Partner directly to a Converted Lead for the Partner’s own services (including implementation, customisation, training, and managed services), which are separate from Solution fees billed by the Company.
9. “Qualified Sales Lead” means any prospective entity referred by the Partner through the Portal that satisfies all of the following: (i) it is a legitimate business with a verifiable name and primary contact details; (ii) it has a named decision-maker authorised to evaluate the Solutions; (iii) it has a documented business need aligned with one or more Solutions; and (iv) it has provided express consent to be contacted by the Company and, where applicable, the Partner.
10. “Revenue Earned” means net realised income generated, received, and retained by the Company from a Converted Lead, excluding implementation costs, operational expenses, applicable taxes (including VAT), refunds, reversals, chargebacks, credit notes, and discounts. No other deductions shall be applied for the purpose of computing Revenue Earned, unless specifically agreed between the Parties.
11. “Solutions” means the omnichannel e-commerce and technology products and services made available by the Company to Partners and Converted Leads as described in Clause 1, as may be updated from time to time.
12. “SOW / Statement of Work” means a document executed by both Parties specifying the scope, deliverables, timelines, and commercial terms for a specific engagement.
13. “UK GDPR” means the General Data Protection Regulation as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018, as amended from time to time.

4. ACCOUNT REGISTRATION

1. Registration on the Portal is a one-time process, currently provided free of charge. You may be required to provide your name, contact details, a valid email address, and other information as requested.
2. An Account may be created via (i) Direct Sign-up on the Portal, or (ii) Third-Party Login (e.g., Google). The Company shall not be responsible for unauthorised access arising from third-party login credentials.
3. The Company reserves the right to accept, reject, suspend (in case of the Partner’s material breach of this Agreement), or deactivate any Account in accordance with these Terms.
4. You agree not to reproduce, duplicate, resell, or exploit any portion of the Portal or Solutions without the Company’s express written permission.
5. You shall not bypass technical limitations, decompile, disassemble, reverse-engineer, or access the Portal or Solutions using automated means (including robots, spiders, or scrapers) without authorisation.

5. PARTNER OBLIGATIONS

1. General Obligations

The Partner shall:

1. Perform all activities in accordance with this Agreement, the applicable SOW, the Company’s partner code of conduct, and all Applicable Laws.
2. Use the Portal for registering leads, tracking deals, accessing marketing materials, and submitting commission claims.
3. Complete all mandatory training and certification programmes within ninety (90) days of onboarding, and maintain valid certifications throughout the Term.
4. Ensure that all Qualified Sales Leads are genuine, have a demonstrated business need, and have consented to being contacted by the Company.
5. Not make any representations, warranties, guarantees, or commitments on behalf of the Company unless expressly authorised in writing.
6. Not engage in misleading, deceptive, or unethical practices that may harm the Company’s reputation or business interests.
7. Maintain adequate professional competence, staffing, and infrastructure to perform its obligations under this Agreement.
8. Promptly notify the Company of any material changes to its business, ownership, legal status, or financial condition.
9. Comply with all Applicable Laws, including the Consumer Rights Act 2015, UK GDPR, the Data Protection Act 2018, the Bribery Act 2010, intellectual property laws, trade controls, and export controls.
10. Provide the Company with information and cooperation as reasonably requested, including participation in business reviews and performance reporting.

2. Prohibited Activities

The Partner shall not:

1. Use the Portal or the Company’s brand for any unlawful, fraudulent, or unauthorised purpose.
2. Engage in activities that harm, disrupt, or impair the Portal, the Solutions, or the Company’s business, reputation, or goodwill.
3. Manipulate pricing, engage in unfair trade practices, or misrepresent the Solutions or their pricing to Converted Leads.
4. Upload malware, bypass security measures, probe vulnerabilities, or interfere with the operation of the Portal or Solutions.
5. Sub-contract or outsource the processing of personal data without the prior written consent of the Company and the imposition of equivalent obligations on the sub-processor.

3. API / SDK Integration Obligations

Where integration via APIs or SDKs is undertaken, each Party shall inform the other of any updates or modifications, confirm there are no copyright claims on open-source code used, not use APIs or SDKs beyond those explicitly specified in writing, and ensure that data generated is not transferred to any third party without prior written consent.

4. Extensions, Themes & Applications

Where Partner Services include extensions, themes, applications, or interfaces for Sellers or Converted Leads, the Partner shall ensure these are secure through all phases (design, development, testing, deployment, and operation), are free from known technical vulnerabilities, and that any newly discovered critical vulnerability is immediately reported to the Company, with any other vulnerability reported within 24 (twenty-four) working hours of first discovery.

5. Additional Obligations for Agency / Service Partners

In addition to the general obligations above, Agency/Service Partners shall:

1. Complete both product certification and service delivery certification (if any) before commencing services to any Converted Lead.
2. Provide first-line support to Converted Leads in accordance with the Support Responsibility Matrix in Clause 7.
3. Ensure all Partner Service Fees charged to Converted Leads are transparent, fair, and communicated in writing before commencement of services.
4. Escalate technical issues beyond the Partner’s capability to the Company’s support team promptly.
5. Not bundle, condition, or tie purchase of Partner services to the Solutions in a coercive or misrepresentative manner.

6. COMPANY OBLIGATIONS

The Company shall:

1. Provide the Partner with access to the Portal, including lead registration, commission tracking, marketing resources, and training materials.
2. Provide sandbox and development environments for applicable Solutions.
3. Provide training content and certification programmes for all Solutions.
4. Pay all undisputed Commissions due in accordance with the terms of this Agreement and the applicable SOW.
5. Provide required and timely partner support.
6. Notify the Partner of material changes to the Solutions, pricing, or these Terms with reasonable advance notice.
7. Maintain access to the Solutions in a commercially reasonable operating condition.
8. Cooperate with the Partner on joint marketing and co-branding activities as agreed between the Parties.

7. SUPPORT RESPONSIBILITIES (AGENCY / SERVICE PARTNERS)

1. Support Responsibility Matrix

For Converted Leads serviced by an Agency/Service Partner, support responsibilities are divided as follows:

Support Area	Partner Responsibility	Company Responsibility
Converted Lead Queries & How-To	First-line: Answer questions on product usage, configuration, workflows, and best practices	Provide up-to-date documentation, knowledge base, and training materials to the Partner
Implementation & Setup	Full ownership: Onboarding, configuration, data migration, customisation, go-live support	Provide implementation guides, sandbox environments, API documentation to the Partner
Basic Troubleshooting	First-line: Diagnose and resolve configuration issues, user errors, and common problems	Provide troubleshooting guides and access to the Partner support channel
Platform Bugs & Defects	Identify, document, and escalate to the Company with reproduction steps	Triage, fix, and deploy patches; communicate resolution timeline
Infrastructure & Uptime	Monitor and report outages or performance issues to the Company	Platform availability, performance, security, backups, disaster recovery
Security & Compliance	Comply with data handling and security requirements; report suspected breaches immediately	Platform security, vulnerability management, compliance certifications
Product Updates & Upgrades	Communicate product updates to Converted Leads; assist with upgrade adoption	Develop, test, and release updates; provide release notes with advance notice
Training & Enablement	Deliver training; create Lead-specific documentation and guides	Provide partner training content, certification programmes, and product deep-dives

2. Escalation Path

1. Level 1 – Partner: Converted Lead contacts Partner for all queries, how-to, configuration, and basic troubleshooting. Partner resolves or escalates within the applicable SLA.
2. Level 2 – Partner Support: Partner escalates unresolved technical issues to the Company’s dedicated Partner Support team via the Portal. The Company responds within the applicable tier SLA.
3. Level 3 – Engineering: Partner Support escalates confirmed platform bugs, defects, or infrastructure issues to the Company’s technical team for resolution.

Note: The Partner shall not direct Converted Leads to contact the Company’s general support directly. All Lead-facing support shall be routed through the Partner as the first point of contact.

8. COMMISSION STRUCTURE AND COMMERCIALS

1. Standard Commission Rates

The Company bills Converted Leads directly for all Solution fees. Unless otherwise agreed in writing between the Parties, the Partner earns Commission based on the applicable Partner Type and scope of engagement, as may be determined and updated from time to time upon prior notice to the Partner.

Engagement with Referral Partner and Affiliate Partner:

Solutions / Services	Referral Partner	Affiliate Partner	Duration	Billing Frequency
Storefront	15%	10%	12 months	60 days
Commerce B2B	10%	5%	12 months	60 days
Quick	10%	5%	12 months	60 days
OMS	10%	5%	12 months	60 days
Store OS	10%	5%	12 months	60 days
WMS	10%	5%	12 months	60 days
TMS	10%	5%	12 months	60 days
AI PIM	10%	5%	12 months	60 days
Headless Commerce APIs	10%	5%	12 months	60 days
Pixelbin	10%	5%	12 months	60 days
Boltic	20%	10%	12 months	60 days
Kaily	10%	5%	12 months	60 days
GlamAR	10%	5%	12 months	60 days
Ratl	10%	5%	12 months	60 days
Konnect	10%	5%	12 months	60 days
Create Snap	7%	5%	12 months	60 days
Create Design	7%	5%	12 months	60 days
Create Sourcing	2%	1%	12 months	60 days
Marketplace Model / Mall Commerce	15%	10%	12 months	60 days
AI Studio	10%	5%	12 months	60 days
Engage	10%	5%	12 months	60 days

Engagement with Agency / Service Partner:

Solutions / Services	1st Year	2nd Year	3rd Year	Duration	Billing Frequency
Storefront	20%	15%	10%	36 months	60 days
Commerce B2B	20%	15%	10%	36 months	60 days
Quick	20%	15%	10%	36 months	60 days
OMS	20%	15%	10%	36 months	60 days
Store OS	20%	15%	10%	36 months	60 days
WMS	20%	15%	10%	36 months	60 days
TMS	20%	15%	10%	36 months	60 days
AI PIM	20%	15%	10%	36 months	60 days
Headless Commerce APIs	20%	15%	10%	36 months	60 days
Pixelbin	20%	15%	10%	36 months	60 days
Boltic	30%	15%	10%	36 months	60 days
Kaily	20%	15%	10%	36 months	60 days
GlamAR	20%	15%	10%	36 months	60 days
Ratl	20%	20%	20%	36 months	60 days
Konnect	20%	20%	20%	36 months	60 days
Create Snap	10%	5%	5%	36 months	60 days
Create Design	10%	5%	5%	36 months	60 days
Create Sourcing	2%	2%	2%	36 months	60 days
Marketplace Model / Mall Commerce	25%	20%	20%	36 months	60 days
AI Studio	20%	20%	20%	36 months	60 days
Engage	20%	20%	20%	36 months	60 days

2. Commission Calculation

Commission is calculated on Revenue Earned by the Company. Commission shall accrue only upon the Company’s actual receipt of payment from the Converted Lead. No Commission shall be payable on amounts that are subsequently refunded, reversed, written off, or not realised by the Company for any reason.

3. Partner Service Fees

In addition to Commission received from the Company, the Partner (particularly Agency/Service Partners) may charge Converted Leads directly for: (a) implementation and onboarding; (b) platform customisation and configuration; (c) data migration and integration; (d) training; (e) ongoing managed services, account management, and consulting; and (f) any other professional services agreed between the Partner and the Converted Lead.

The Company shall have no right, title, or claim to any Partner Service Fees. The Partner shall set its own pricing, invoice the Converted Lead directly, and ensure Partner Service Fees are disclosed in writing before commencement of services. The Partner shall not represent Partner Service Fees as fees charged by or on behalf of the Company.

4. Commission Cessation

Commission payments shall cease upon the earliest of: (a) expiry of the Commission Duration set out in the applicable SOW; (b) termination, non-renewal, or expiry of this Agreement or the applicable SOW, for any reason whatsoever; (c) termination, suspension, expiry, or material modification of the commercial relationship between the Company and the Converted Lead; or (d) any breach by the Partner, including but not limited to a material breach, that remains uncured in accordance with this Agreement.
Further, the Company reserves the right to withhold, offset, or adjust any Commission against any amounts owed by the Partner or in case of suspected fraud, dispute, or breach.

9. TAXES AND WITHOLDING

1. Each Party shall be responsible for its own taxes, filings, registrations, and compliances under the laws applicable to it.

2. All amounts payable under this Agreement are exclusive of applicable taxes, duties, levies, bank charges, and foreign exchange costs, unless expressly agreed otherwise in writing.

3. Any amount payable by the Partner to the Company shall be paid in full, without withholding, deduction, set-off, or bank charge. The Parties acknowledge that amounts received by the Company are intended to be treated as business income of the Company. The Company may provide reasonable tax documents, including tax residency certificate, treaty documents or no-permanent-establishment declaration, to support non-deduction or lower deduction of tax, where applicable.

4. Any amount payable by the Company to the Partner may be subject to deduction or withholding of tax at the applicable rate under the laws of the relevant jurisdiction. The Partner has to  provide satisfactory documents before payment becomes due.

5. The Partner shall provide all documents reasonably required by the Company for tax, withholding, invoicing, KYC, banking, and regulatory purposes, including tax residency certificate, treaty forms, beneficial ownership declaration, no-permanent-establishment declaration, VAT/GST registration details, tax identification number, and bank account proof. The Company may withhold payment until such documents are received and verified.

6. Where VAT, GST, sales tax, service tax, reverse charge, or similar indirect tax applies, each Party shall comply with applicable law. The Partner shall not charge any such tax unless legally required and supported by a valid tax invoice.

10. LEAD MANAGEMENT AND DEAL REGISTRATION

1. Deal Registration

The Partner shall register all Qualified Sales Leads through the Portal. Lead registration creates a time-limited claim on the lead. Leads not registered through the Portal shall not be eligible for Commission.

2. Lead Acceptance

The Company shall review and accept or reject registered leads within 5 (five) Business Days. Rejection shall be communicated with reasons. Accepted leads shall be assigned a unique tracking identifier.

3. Lead Protection Period

Upon acceptance, the Partner shall have a lead protection period of 90 (ninety) days during which the Company shall not assign the same lead to another Partner. If the lead does not convert within the protection period, the Company may reassign it at its discretion.

4. Conflict Resolution

In the event that multiple Partners register the same lead, attribution shall be to the Partner who registered it first through the Portal. The Company’s determination shall be final and binding, subject to dispute rights. Where the Company’s direct sales team is also engaging with a prospect, priority shall be determined by the date of first documented engagement. All leads, prospects, and Converted Leads shall remain the exclusive property of the Company.

11. TERM

This Agreement shall commence on the earlier of: (i) the date of completion of account registration on the Platform; or (ii) the effective date of any Order Form, SOW, or any other written or electronic document executed or accepted between the Parties. This Agreement shall continue for an initial term of three (3) years and shall automatically renew for successive one (1) year periods, unless terminated by either Party as per Clause 12 below

12. BREACH AND TERMINATION

1. Termination for Convenience

1. Company shall be entitled to terminate this Agreement at any time, with or without cause, by providing 30 (thirty) days' prior written notice to the Partner. The Partner shall be entitled to terminate this Agreement at any time, with or without cause, by providing 6(six) months prior written notice to Fynd.

2. In case Company has paid, or is liable to pay, any commission, retainer fee, committed fees, minimum commitment, implementation charges, or other commercial consideration for a specified period, such period shall constitute a firm lock-in period for the Partner(“Lock-In Period”).

3. In addition, where the Partner’s services are integrated with, connected to, or materially relied upon by Company’s systems, platforms, customers, operations, data flows, fulfilment, commerce, logistics, payment, security, analytics, reporting, or other business-critical processes, such Services shall be deemed “Critical Services” or where the Partner is a “Key Partner” (as defined below). For such Critical Services and Key Partner, the applicable term of the relevant SOW shall also be deemed to constitute the Lock-In Period, irrespective of whether the fees are prepaid, committed, recurring, usage-based, milestone-based, or payable periodically.

4. The Partner shall not terminate, suspend, discontinue, degrade, or materially alter the Partner’s services during Lock-In Period, except where the Company has committed a material breach and has failed to cure such breach within reasonable time period. After expiry of the Lock-In Period, the Partner may terminate for convenience only by giving the Company, twenty-four (24) months’ prior written notice.

5. For the purposes of this Agreement, a "Key Partner" means a Partner: (a) whose engagement is designated as such in the applicable SOW; or (b) who has active Converted Leads whose transition would materially disrupt Company’s or such Converted Lead's business continuity; or (c) whose discontinuance would result in a material gap in the Company’s channel, technology, or service delivery capacity, as reasonably determined by the Company.

6. During such notice period, the Partner shall continue to provide the Partner’s services without interruption, degradation, restriction, price increase, or adverse change. Any termination, suspension, discontinuation, or degradation of Partner’s services by the Partner contrary to this clause shall be deemed a material breach and an event of default.

2. Termination for Cause

1. The Partner may terminate this Agreement for cause only if:

   1. Company commits a material breach of its payment obligations under the Agreement;
   2. such breach is not disputed in good faith by the Company;
   3. the Partner has provided Company with written notice specifying the breach in reasonable detail; and
   4. Company has failed to cure such breach within ninety (90) days from receipt of such notice.

2. The Partner shall not be entitled to terminate this Agreement for cause for any breach that is capable of cure unless the above cure period has expired without remedy. The Partner shall not suspend, restrict, or degrade the Services during the cure period, except to the extent required by applicable law or expressly permitted under this Agreement.

3. Company may terminate this Agreement or any Order Form/SOW immediately upon written notice if the Partner breaches this Agreement, fails to meet service levels or security obligations, suspends or degrades the Partner’s services, breaches confidentiality, data protection, compliance or intellectual property obligations, becomes insolvent, or otherwise causes material operational, security, regulatory, reputational, or business continuity risk to the Company.

3. Consequences of Termination

1. If this Agreement or any Order Form/SOW is terminated due to the Partner’s breach, default, wrongful termination, suspension, discontinuation, or degradation of Partner’s services (“Partner’s Wrongful Termination”), then without prejudice to Company’s other rights and remedies, the Partner shall:

   1. refund all prepaid, unused, unearned, or advance amounts for the remaining term;
   2. continue providing transition and migration assistance for at least twelve (12) months, or such longer period as reasonably required by the Company;
   3. provide complete data export, access, documentation, technical support, and cooperation for migration; and
   4. reimburse the Company for reasonable transition, replacement, re-integration, and business continuity costs.

2. The Partner acknowledges that the Partner’s services may be critical to Company’s technology ecosystem and that Partner’s Wrongful Termination may cause losses that are difficult to quantify, in which case, subject to any other legal remedies that the Company may have, the Partner shall pay the Company liquidated damages, equal to:

   1. the fees paid or payable for the remaining unexpired term; plus
   2. twelve (12) months’ fees under the affected Order Form/SOW; plus
   3. reasonable migration, transition, replacement, and business continuity costs incurred by the Company.

3. Upon expiry or termination for any reason, the Parnter shall provide all exit support reasonably required by the Company, including continued access, data export, migration assistance, documentation, and technical cooperation. The Partner shall not delete, disable, restrict, or withhold the Company data or access until Company confirms completion of migration.

13. INTELLECTUAL PROPERTY RIGHTS

1. Solutions IP

All Intellectual Property subsisting in the Solutions, the Portal, and the associated documentation, trademarks, logos, and marketing materials made available to the Partner under this Agreement are the property of their respective owners. The Company is authorised to grant, and hereby grants, the Partner a limited, non-exclusive, non-transferable, revocable licence to use such Intellectual Property solely for the purposes of performing the Partner’s obligations under this Agreement. The Partner shall not acquire any ownership rights in the Solutions or the Portal by virtue of this Agreement.

2. Partner IP

All Intellectual Property owned by the Partner prior to or independently of this Agreement shall remain the exclusive property of the Partner. The Partner grants the Company a non-exclusive, royalty-free, worldwide licence to use the Partner’s name, logo, and trademarks solely for listing the Partner in the Partner Directory, co-marketing the partnership, and performing the Company’s obligations under this Agreement.

3. Jointly Developed IP

Any Intellectual Property jointly developed by the Parties in connection with this Agreement or any applicable SOW shall vest solely in and be the exclusive property of the Company (and/or the owner of the underlying Solutions, as applicable). To the extent any such Intellectual Property does not automatically so vest, the Partner hereby irrevocably assigns, transfers, and conveys all its rights, title, and interest therein, without any additional consideration. The Partner shall execute all documents and do all acts as may be necessary to give effect to such assignment.

4. Technology Partner IP

For Technology/Integration Partners, applications, integrations, or extensions developed by the Partner using the APIs or platform interfaces made available under this Agreement shall be owned by the Partner, subject to the underlying Intellectual Property rights in the Solutions. The Partner grants the Company a non-exclusive licence to list, promote, and distribute such applications through the relevant marketplace or directory.

5. No Additional Rights

Except as expressly granted herein, neither Party grants the other any rights, title, or interest in its Intellectual Property. Nothing in this Agreement shall be construed as a transfer or assignment of any Intellectual Property rights beyond those expressly set out.

14. CONFIDENTIALITY

1. Definition

“Confidential Information” means all confidential and proprietary information (however recorded or preserved) disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”), whether before or after the date of these Terms, including but not limited to: business plans, strategies, pricing, financial data, customer and prospect lists, methods of operation, technical information, source code, APIs, product roadmaps, personal data, and the terms of this Agreement.

2. Obligations

The Receiving Party shall: (a) use Confidential Information solely for the purposes of performing its obligations under these Terms; (b) protect it with at least the same degree of care it applies to its own confidential information, and in any event with no less than reasonable care; (c) not disclose it to any third party without prior written consent, except to employees and professional advisors with a need to know who are bound by equivalent obligations; (d) not use it for the development or training of any AI or machine-learning systems without express prior written consent; and (e) promptly notify the Disclosing Party of any unauthorised disclosure or suspected breach.

3. Exceptions

Confidentiality obligations shall not apply to information that: (a) is or becomes publicly available without breach; (b) was lawfully known to the Receiving Party prior to disclosure; (c) is independently developed without reference to the Confidential Information; or (d) is required to be disclosed pursuant to a court order or applicable regulatory requirement (including a requirement of the ICO), provided the Receiving Party gives prompt prior notice (where legally permissible) and cooperates to minimise disclosure.

4. Duration

Obligations under this Clause shall survive termination or expiry of these Terms for three (3) years, except in respect of trade secrets, which shall be protected indefinitely.

5. Destruction on Termination

Upon termination or expiry, the Partner shall: (i) promptly return or securely destroy all documents and materials containing the Company’s Confidential Information; (ii) permanently erase all Confidential Information from its systems, devices, and storage media (including backups, to the extent technically feasible); (iii) cease all access to and use of such Confidential Information; and (iv) certify in writing its compliance with the foregoing upon request. The Partner may retain copies strictly to the extent required by applicable law, subject to continued confidentiality obligations.

15. DATA PROTECTION AND PRIVACY

1. Compliance

Each Party shall comply at all times with applicable Data Protection Legislation in connection with any personal data processed pursuant to or in connection with these Terms, including the UK GDPR, the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations 2003 (PECR).

2. Data Processing Obligations

To the extent the Partner processes personal data in connection with this Agreement, the Partner shall:

1. Process personal data only in accordance with the Company’s documented instructions and the purposes of these Terms.
2. Implement appropriate technical and organisational security measures (as required under UK GDPR Articles 25 and 32) to protect personal data against unauthorised access, loss, alteration, or destruction.
3. Not transfer personal data outside the United Kingdom without the Company’s prior written consent and the implementation of appropriate safeguards recognised by the ICO (including, where applicable, UK International Data Transfer Agreements).
4. Promptly notify the Company (and in no event later than 48 hours of becoming aware) of any personal data breach or suspected breach, to enable the Company to meet its notification obligations to the ICO under UK GDPR Article 33.
5. Co-operate with the Company in responding to data subject rights requests and regulatory enquiries from the ICO.
6. Maintain records of its processing activities as required under UK GDPR Article 30.
7. Upon termination or expiry, return or securely destroy all personal data processed on behalf of the Company and certify such return or destruction in writing.

3. Data Processing Agreement

Where either Party processes personal data on behalf of the other as a processor, the Parties shall enter into a separate Data Processing Agreement in accordance with Article 28 UK GDPR prior to the commencement of such processing.

4. Security Breach Notification

Each Party shall promptly notify the other of any information security incident or breach that could impact the performance of obligations under this Agreement or the personal data of any data subject. Both Parties shall cooperate to determine and implement the corrective action required.

5. Sub-Processing

The Partner shall not sub-contract or outsource any processing of personal data unless: (a) the Company has been notified in writing of the identity of the proposed sub-processor and the nature of the intended processing; and (b) the sub-processor is bound by data protection obligations no less onerous than those in this Agreement. The Partner remains fully liable for any act or omission of any sub-processor it appoints.

16. REPRESENTATIONS AND WARRANTIES

1.Mutual Representations

Each Party represents and warrants that: (a) it is duly organised, validly existing, and in good standing under applicable law; (b) it has full power and authority to enter into this Agreement and perform its obligations; (c) the execution and performance of this Agreement does not violate any applicable law, regulation, or agreement to which it is a party; (d) it shall comply with all applicable laws in the performance of its obligations; and (e) all information provided to the other Party is true, accurate, and complete in all material respects.

2.Partner Representations

The Partner further represents and warrants that: (a) it is not subject to any sanctions or restricted party lists administered by any competent authority; (b) its provision of Partner Services complies with applicable trade, export control, and sanctions laws; (c) it has obtained all necessary regulatory consents, licences, and authorisations; and (d) there are no legal proceedings pending or threatened that would prevent or materially impair its compliance with these Terms.

3.Company Warranty

The Company warrants that it holds the rights and authorisations necessary to make the Solutions available to the Partner on the terms set out in this Agreement, and that the Solutions shall perform substantially in accordance with applicable documentation and specifications. This warranty does not apply to issues caused by the Partner’s or a Converted Lead’s misuse, unauthorised modifications, or use not in accordance with documentation.

4.Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

17. INDEMNIFICATION AND LIMITATION OF LIABILITY

1.Partner Indemnity

The Partner shall indemnify, defend, and hold harmless the Company, its directors, officers, employees, and agents from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Partner’s breach of this Agreement; (b) the Partner’s negligence, fraud, or wilful misconduct; (c) any unauthorised representations made by the Partner purportedly on behalf of the Company; (d) any claim that the Partner’s own intellectual property infringes third-party rights; (e) the Partner’s violation of any applicable law; or (f) any claim by a Converted Lead arising from the Partner’s provision of services.

2.Company Indemnity

The Company shall indemnify, defend, and hold harmless the Partner, its directors, officers, employees, and agents from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Company’s breach of this Agreement; (b) the Company’s negligence, fraud, or wilful misconduct; (c) any claim that the Solutions (as made available by the Company) infringe third-party intellectual property rights; or (d) the Company’s violation of any applicable law.

3.Indemnification Procedure

The indemnified Party shall: (i) promptly notify the indemnifying Party in writing of any claim; (ii) grant the indemnifying Party sole control of the defence and settlement; and (iii) provide reasonable co-operation at the indemnifying Party’s expense. The indemnifying Party shall not settle any claim in a manner that imposes obligations on, or constitutes an admission of liability by, the indemnified Party without the indemnified Party’s prior written consent.

4.Exclusion of Indirect Losses

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.Aggregate Liability Cap

EXCEPT IN RESPECT OF THE PARTNER’S BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, IP INFRINGEMENT, OR FRAUD OR WILFUL MISCONDUCT, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO THE PARTNER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
The Company shall not be liable for any non-compliance with laws, regulations, or requirements of any jurisdiction outside England and Wales.

18. NON-SOLICITATION

1.Employee Non-Solicitation

During the Term and for twelve (12) months following termination or expiry of this Agreement, the Partner shall not, directly or indirectly, solicit, recruit, or engage any employee, contractor, or consultant of the Company who was involved in the performance of this Agreement, without the Company’s prior written consent.

2.Customer Non-Circumvention

During the Term and for twelve (12) months following termination or expiry of this Agreement, the Partner shall not directly or indirectly engage, contract, or transact with any Converted Lead in a manner that bypasses or competes with the Company, nor attempt to circumvent the Company’s relationship with any Converted Lead by offering competing products or services in substitution of the Solutions, except with the Company’s prior written consent.

19. REGULATORY COMPLIANCE

1.Anti-Bribery and Anti-Corruption

Both Parties shall conduct their dealings ethically and in full compliance with all applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010. Neither Party shall, directly or indirectly, offer, pay, solicit, or accept any improper payment, gift, or advantage in connection with these Terms. Each Party shall maintain adequate procedures to prevent bribery within its organisation in accordance with section 7 of the Bribery Act 2010. Any violation shall entitle the non-defaulting Party to terminate this Agreement immediately.

2.Anti-Money Laundering

Both Parties shall comply with all applicable anti-money laundering laws and regulations, including the Proceeds of Crime Act 2002, the Terrorism Act 2000, and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017. Both Parties shall complete all required KYC/AML checks and shall provide reasonable assistance to the other in investigating any possible instances of money laundering or terrorist financing.

3.Sanctions Compliance

The Partner represents and warrants that it is not subject to any sanctions administered or enforced by His Majesty’s Treasury (OFSI), the United Nations Security Council, the European Union, or the US Office of Foreign Assets Control (OFAC). The Partner shall ensure that its activities under this Agreement comply at all times with applicable trade, export control, and sanctions laws.

4.Modern Slavery

Each Party shall comply with the Modern Slavery Act 2015 and shall take reasonable steps to ensure that slavery and human trafficking are not taking place in its supply chain or in any part of its business. Each Party shall promptly notify the other if it becomes aware of any actual or suspected instance of slavery or human trafficking in connection with the performance of this Agreement.

20. DISPUTE RESOLUTION, GOVERNING LAW, AND JURISDICTION

1.Good Faith Negotiations

In the event of any dispute, controversy, or claim arising out of or in connection with these Terms (including any question regarding their existence, validity, or termination), the Parties shall first attempt to resolve the matter through good faith negotiations between designated points of contact within fifteen (15) Business Days of one Party notifying the other of the dispute. If the dispute is not resolved within fifteen (15) Business Days, either Party may escalate it to the senior management of both Parties, who shall attempt resolution within a further fifteen (15) Business Days.

2.Arbitration

If the dispute remains unresolved within thirty (30) days of senior management escalation, it shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration (LCIA), as in force at the date of commencement of the arbitration. The number of arbitrators shall be one (1) sole arbitrator, appointed in accordance with the LCIA Rules. The seat and legal place of the arbitration shall be London, England. The language of the arbitration shall be English. The arbitral award shall be final and binding on both Parties. The tribunal shall have power to award costs, including reasonable legal fees and expenses.

3.Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law principles. Subject to the arbitration provisions in Clause 20.2, the courts of England and Wales shall have exclusive jurisdiction to hear and determine any matter arising out of or in connection with this Agreement.

4.Continued Performance

Pending the resolution of any dispute, both Parties shall continue to perform their respective obligations under these Terms, except in respect of the specific obligation that is the subject matter of the dispute.

21. GENERAL PROVISIONS

1.Modifications to Terms

The Company reserves the right to update or modify these Terms from time to time. Material changes that adversely affect the Partner’s rights shall be notified with reasonable prior written notice via the Portal or email, and shall apply prospectively. Continued participation in the Partner Programme after the effective date of updated Terms constitutes acceptance.

2.Communications and Subscription

By accessing the Portal and creating an Account, you consent to receive communications via email, SMS, calls, or other electronic means, including service-related updates and promotional messages, in accordance with applicable UK law (including PECR). You may opt out of promotional communications at any time by contacting the Company at the details set out in Clause 22. Service-related communications necessary for the performance of this Agreement may continue as permitted by applicable law.

3.Beta Services

From time to time, the Company may invite Partners to access pre-release or beta features (“Beta Services”). Beta Services are provided on a trial “as is” basis without warranties of any kind, and shall be treated as Confidential Information. The Partner shall not disclose its participation in Beta Services without the Company’s prior written consent. The Company may modify, suspend, or discontinue Beta Services at any time without liability.

4.Force Majeure

Neither Party shall be liable for any delay or failure to perform its obligations to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, governmental actions, pandemics, epidemics, strikes, internet or power outages, or cyber incidents including cyber-attacks, ransomware, or other malicious intrusions (“Force Majeure Event”). The affected Party shall promptly notify the other and use reasonable endeavours to mitigate the effects. If a Force Majeure Event continues for more than ninety (90) days, either Party may terminate this Agreement on written notice.

5.Assignment

Neither Party may assign or transfer this Agreement or any of its rights or obligations without the prior written consent of the other Party, except that either Party may assign to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes all obligations hereunder. Any purported assignment in breach of this Clause shall be null and void.

6.Relationship of Parties

The Parties are independent contractors acting on a principal-to-principal basis. Nothing in this Agreement shall be construed to create a joint venture, partnership, employment, agency, or fiduciary relationship. Neither Party has authority to bind, represent, or create obligations on behalf of the other without prior written consent.

7.Non-Exclusivity

This Agreement is entered into on a non-exclusive basis. Both Parties shall be free to engage with third parties for similar or identical services or products, provided such engagements do not breach the confidentiality or non-solicitation obligations in this Agreement.

8.Publicity

Neither Party shall issue any press release, public announcement, or marketing communication referencing the other Party, the existence of this Agreement, or the nature of the partnership, without the prior written approval of the other Party, except as required by applicable law or regulation.

9.Entire Agreement

This Agreement, together with all Schedules, SOWs, and written amendments duly executed by authorised representatives of both Parties, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior understandings, representations, negotiations, and agreements, whether written or oral, relating to the same subject matter.

10.Waiver

No failure or delay by either Party in exercising any right or remedy shall constitute a waiver thereof. Any waiver must be in writing and signed by an authorised representative of the waiving Party. A waiver of one breach shall not constitute a waiver of any subsequent breach.

11.Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable under the laws of England and Wales, it shall be deemed modified to the minimum extent necessary to make it valid and enforceable, or if not possible, severed. The remaining provisions shall continue in full force. The Parties shall negotiate in good faith to replace any severed provision with a valid one achieving the same commercial intent.

12.Survival

Clauses 13 (Intellectual Property), 14 (Confidentiality), 15 (Data Protection), 17 (Indemnification and Limitation of Liability), 18 (Non-Solicitation), and 20 (Dispute Resolution) shall survive the termination or expiry of this Agreement, together with any other provision that by its nature is intended to survive.

13.Audit

The Company may, upon reasonable prior written notice, appoint an independent certified auditor to verify the Partner’s compliance with this Agreement, including lead registration, commission claims, and data handling. The Partner shall maintain accurate records and provide all reasonable cooperation. Any discrepancies or overpayments identified shall be promptly rectified by the Partner. The cost of the audit shall be borne by the Partner where a material non-compliance is found.

22. CONTACT, GRIEVANCE OFFICER, AND DATA PROTECTION OFFICER

In accordance with applicable UK law, any concern, feedback, grievance, or complaint relating to these Terms or the Solutions may be directed to:

Partner Support:
Shopsense Retail Technologies (UK) Limited
10 John Street, London, WC1N 2EB
Email: partner-support@fyndplatform.com / devex@gofynd.com

Grievance Officer:
Name: Ms. Shivani Kawale
Designation: Grievance Officer
Email: shivanikawale@gofynd.com

Data Protection Officer:
Name: Mr. Vijay Hatewar
Email: dpo@gofynd.com

Partners may also raise data protection concerns directly with the Information Commissioner’s Office (ICO) at www.ico.org.uk.

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