Agency Partner Programme

1. Definitions

Partner: A marketing agency, development agency, creative agency, or freelancer who participates in this Partner Programme.

Provider: Keferboeck Ltd., a company registered in England and Wales under company number 12840144.

Client: Any third party to whom services are provided through this partnership arrangement.

Services: Growth hacking, performance marketing, eCommerce development, SaaS development, data science, analytics, web application security, Google Ads management, and related digital services.

Referral: The introduction of a prospective Client to the Provider by the Partner.

Commission: The percentage of revenue or fees payable to the Partner in accordance with this Agreement.

Contract Value: The total value of invoices raised to the Client for Services, excluding VAT and third party costs (such as advertising spend).

White Label Services: Services provided by the Provider under the Partner brand, name, or identity.

2. Purpose of This Agreement

This Agreement establishes a framework for collaboration between the Provider and Partner, enabling Partners to expand their service offerings, generate additional revenue through referrals, and deliver comprehensive solutions to their Clients without the need to hire additional staff or acquire specialist expertise.

3. Partnership Types

3.1 Referral Partner

As a Referral Partner, you introduce prospective Clients to the Provider. The Provider manages the client relationship, delivers services directly, and handles all billing. You receive a commission on all revenue generated from your referred Clients.

• No delivery responsibility required
• Passive income stream from successful referrals
• Professional handover and client management by the Provider

3.2 White Label Partner

As a White Label Partner, you maintain the client relationship while the Provider delivers services under your brand. You invoice your Client directly, retain a margin, and pay the Provider for the work delivered. The Client perceives the services as coming from your agency.

• Expand your service offering without hiring
• Maintain client relationships and brand presence
• Access to specialist expertise and tools at no additional cost
• Full transparency on work performed and deliverables

4. Commission Structure

4.1 Referral Partner Commission

Referral Partners receive a commission based on the Contract Value of all services provided to their referred Clients:

• Standard Commission Rate: 20% of the monthly Contract Value
• Commission is payable for the entire duration of the client relationship
• Commission applies to all service types including retainers, projects, and performance based arrangements

4.2 White Label Partner Arrangement

White Label Partners invoice their Clients directly and retain their margin. The commercial arrangement is as follows:

• The Provider invoices the Partner at 80% of the agreed Client rate
• The Partner retains 20% as their margin
• The arrangement applies to all service types including retainers, projects, and performance based work

4.3 Commission Negotiation

The commission rates stated above are standard rates. Partners may negotiate different rates based on volume, exclusivity arrangements, or other factors. Any negotiated rates must be agreed in writing before they take effect.

5. Services Available

Partners may refer Clients or request White Label delivery for any of the following services:

• Growth Hacking and Performance Marketing
• Google Ads Management and PPC Campaigns
• eCommerce Development (Solidus, Shopify, Custom)
• SaaS and Web Application Development
• Data Science, Analytics, and Business Intelligence
• Web Application Security Testing and Hardening
• Technical SEO and Conversion Rate Optimisation
• Strategic Consulting and Fractional CMO/CTO Services

6. Tools and Resources

White Label Partners benefit from access to the Provider professional tools and platforms at no additional cost, including but not limited to:

• Hotjar (user behaviour analytics and heatmaps)
• SEMrush (SEO and competitive intelligence)
• TripleWhale (eCommerce analytics)
• Snowflake (data warehousing)
• Google Analytics 4 (web analytics)
• Looker Studio (reporting and dashboards)
• Various AI and automation tools
• Development and testing environments

The Provider maintains all subscriptions and licenses. Partners and their Clients benefit from these tools through the delivered services without incurring separate licensing fees.

7. Payment Terms

Commission payments to Referral Partners are made within 14 days of the Provider receiving payment from the Client.

White Label Partners are invoiced monthly in arrears for work delivered. Payment terms are 14 days from invoice date.

All payments are made in the currency agreed at the start of the partnership (GBP, EUR, or USD).

Late payments may incur interest at 4% above the Bank of England base rate (for UK Partners) or the European Central Bank rate (for EU Partners).

8. Transparency and Reporting

The Provider commits to full transparency in all partnership arrangements. Referral Partners receive monthly reports detailing active Clients, services delivered, and commission earned.

White Label Partners receive detailed time tracking, deliverables documentation, and progress reports for all Client work.

Partners may request access to project management systems, communication logs, or any other documentation reasonably required to verify the work performed.

9. Partner Obligations

The Partner agrees to:

• Provide accurate information about prospective Clients and their requirements
• Not make false, misleading, or exaggerated claims about the Provider services or capabilities
• Maintain confidentiality regarding commission rates, Client information, and business arrangements
• Respond promptly to communications related to referred or White Label Clients
• Comply with all applicable laws and regulations, including data protection legislation

10. Provider Obligations

The Provider agrees to:

• Deliver services to the agreed standard and within agreed timeframes
• Maintain professional indemnity and public liability insurance
• Provide timely and transparent reporting to Partners
• Pay commissions promptly in accordance with the agreed payment terms
• Respect the Partner brand and client relationships in White Label arrangements

11. Exclusivity

This Agreement is non exclusive. Partners may work with other service providers, and the Provider may work with other partners and accept direct clients.

Exclusive arrangements may be negotiated separately and must be documented in writing.

12. Confidentiality

Both parties agree to maintain the confidentiality of all information exchanged under this Agreement, including but not limited to client information, commercial terms, business strategies, and technical methodologies.

Confidential information shall not be disclosed to third parties without prior written consent, except where required by law or professional obligation.

This confidentiality obligation survives the termination of this Agreement.

13. Intellectual Property

The Provider retains ownership of all intellectual property developed in the course of delivering services, including but not limited to code, designs, methodologies, and frameworks, unless expressly assigned in writing.

Clients receive appropriate licenses to use deliverables as agreed in their service contracts.

Partners shall not claim ownership of any intellectual property created by the Provider.

14. Limitation of Liability

The Provider liability to the Partner under this Agreement is limited to the total commissions paid or payable in the 12 months preceding any claim.

Neither party shall be liable for indirect, consequential, or special damages arising from this Agreement.

Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be limited by law.

15. Termination

Either party may terminate this Agreement by providing 30 days written notice to the other party.

The Provider may terminate immediately if the Partner breaches any material term of this Agreement.

Upon termination, Referral Partners continue to receive commission for existing Client relationships for a period of 12 months or until the Client relationship ends, whichever is sooner.

White Label arrangements for existing Clients will be completed or transitioned as agreed between the parties.

16. Dispute Resolution

The parties agree to attempt to resolve any disputes through good faith negotiation before pursuing formal legal action.

If negotiation fails, disputes shall be referred to mediation before any court proceedings are commenced.

17. Governing Law

This Agreement is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over any disputes arising from this Agreement.

18. Amendments

The Provider may amend these terms from time to time. Partners will be notified of material changes at least 30 days before they take effect. Continued participation in the programme after changes take effect constitutes acceptance of the amended terms.

19. Entire Agreement

This Agreement, together with any separately agreed commercial terms, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements, understandings, and representations.

20. Referral Attribution & Validity

A Referral is valid when it is documented in writing before any engagement discussions between the Provider and the Client, and it expires if no engagement is signed within six (6) months of the introduction. Where several parties claim the same Client, the first documented introduction prevails.

No commission is payable for Clients who were already in contact with the Provider, are existing or former clients of the Provider, or approached the Provider independently before the Referral was documented. The Provider will state this transparently when acknowledging a Referral.

21. Refunds, Clawbacks & Collected Revenue

Commission is calculated only on amounts actually received by the Provider. If Client payments are refunded, reversed or subject to chargeback, the corresponding commission is deducted from future commission payments or, where none are due, repayable on request. No commission is payable on unpaid invoices, bad debts, expenses or third party costs.

22. White Label Scope & Payment Risk

White Label Partners contract with the Client in their own name and bear the Client credit risk: Provider invoices are payable within the agreed terms regardless of whether the end Client has paid the Partner. Scope, deliverables and timelines for each White Label job are agreed in writing before work begins, the Provider communicates with the Client only through the Partner unless agreed otherwise, and the Provider may decline individual jobs.

23. Excluded Industries & Right to Decline

The Provider does not accept work involving anything illegal, scams or deceptive operations, escort services, gambling or betting, pornography, drugs or other addictive substances, or business models that rely on addiction (responsibly marketed alcohol brands such as breweries and wineries are acceptable). Referrals from excluded industries are declined without commission, and the Provider may decline any Referral or engagement at its sole discretion without giving reasons.

24. Relationship of the Parties & No Authority

The parties are independent contractors. Nothing in this Agreement creates an employment relationship, joint venture, legal partnership or agency. The Partner has no authority to conclude contracts, give quotes, make guarantees or promise outcomes on behalf of the Provider, and the Provider is bound only by terms it has itself agreed in writing with a Client.

25. Non-Circumvention & Non-Solicitation

The Provider will not circumvent the Partner: engagements resulting from a valid Referral remain commissionable as set out in this Agreement, including where the Client later approaches the Provider directly. The Provider will not actively solicit the Partner's own client relationships beyond the referred engagement.

The Partner will not divert or solicit the Provider's existing clients, staff or subcontractors, and will not present the Provider's work, tools or methods as its own outside an agreed White Label arrangement.

26. Brand & Publicity

Neither party may use the other's name, logo or trademarks, or publicly announce the partnership, without prior written consent.

27. Bespoke Terms & Precedence

These are the Provider's standard partner terms. They can be adjusted per partnership: individually negotiated rates, exclusivity, attribution windows or other terms are valid when documented in a written agreement signed or confirmed by both parties, and such bespoke terms prevail over these standard terms.

28. Charitable Donation Pledge on Partner Projects

The Provider operates a voluntary charitable donation pledge, currently 1% of project fees actually received, as described at keferboeck.com/social-impact and in clause 16 of the general Terms of Service. For engagements introduced under this Agreement, the Partner may opt in or opt out of client facing participation at any time by written notice. Opting in means the end client selects the receiving charity from the published list and receives copies of donation receipts; opting out means the pledge is not communicated to the end client and the Provider selects the charity itself.

An opt out does not end the donations themselves: the Provider remains free to donate in respect of any fees it receives, at its sole discretion and from its own funds. In White Label engagements the pledge is never communicated under the Partner brand unless the Partner has expressly opted in in writing.

The pledge has no effect on the Partner commission or any other amount payable under this Agreement. Donations are funded exclusively by the Provider, calculated after and net of partner commissions, third party tools, applications, licences, hosting and other project costs, and are never deducted from amounts payable to the Partner.

The pledge is voluntary and prospective only: it applies solely to fees received after its introduction in August 2026 and creates no obligation for earlier engagements or fees. It confers no enforceable rights on the Partner, any client or any charity, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise, may be varied, suspended or withdrawn by the Provider at any time with prospective effect, and may be deferred or suspended without liability in periods of illness or financial difficulty. Neither the Partner nor any client may describe the donations as sponsorship or as their own, or use them in advertising, without prior written consent of the Provider.

29. Contact

For enquiries about the Partner Programme, to register as a Partner, or to discuss custom arrangements, please contact:

Email: georg@keferboeck.com