Agency Partner Programme

1. Definitions

Partner: An Agency, as defined below, that participates in this Partner Programme as a Referral Partner or a White Label Partner.

Agency: A legal entity (a company, a partnership or a sole trader business) that (a) is entered in Companies House or in the equivalent public business register of its country, such as the Firmenbuch or Gewerberegister in Austria, the Handelsregister in Germany or Switzerland, the Kamer van Koophandel in the Netherlands or the Registre du Commerce in France, under the name it trades under; (b) has the provision of marketing, advertising, branding, design, software development, web or other digital services to third party clients as its registered or principal trade; and (c) offers those services to the public under its own brand and domain. A person or business that introduces clients without meeting all three conditions is not an Agency and may register under the Introducer Partner Programme instead.

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 Contract Value (Commissionable Fees) payable to the Partner for successful referrals in accordance with this Agreement. Commission is never a share of the Client's revenue, turnover or profit.

Contract Value (Commissionable Fees): The fees the Provider invoices for its own work, before VAT, after deducting the project costs listed below, net of any discounts, vouchers or credits granted to the Client (including the newsletter welcome voucher), and counting only amounts the Client has actually paid. Deductible project costs, where incurred for the engagement and recharged to the Client, are: (a) VAT and any sales tax; (b) advertising and media spend paid to platforms such as Google, Meta, TikTok or LinkedIn; (c) software licences and subscriptions bought for the project, including SaaS tools, plugins, themes, extensions and third party APIs; (d) cloud hosting and infrastructure, including servers, storage, CDN, domains, SSL certificates and backups; (e) metered third party usage such as AI or LLM API usage, email, SMS or messaging sending, and payment gateway or transaction fees; (f) third party contractors or specialists engaged for the project; (g) licensed data, stock media, images or fonts; (h) hardware or equipment purchased for the Client; (i) pre agreed travel and direct expenses; (j) insurance premiums or supplements attributable to the Client's engagement, such as cyber, data or professional indemnity cover required by the Client's data volume, customer numbers or contractual insurance limits, itemised on the invoice; and (k) any other cost incurred specifically for the engagement and recharged to the Client at or near cost and itemised on the invoice. Commission is never payable on these costs, on the Client's own spend, or on any share of the Client's revenue or profit.

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

Eligibility and timing. The conditions of the Agency definition must be met at the date and time the Partner registers for this Programme, and the Provider may verify them against the public register at that time and at any later time. A registration by an entity that does not meet them is treated as a registration under the Introducer Partner Programme at the rates of that programme, unless the Provider admits the entity to this Programme in writing, at its sole discretion, naming the entity and the date from which the admission applies; such an exception creates no precedent for anyone else. A Partner that later ceases to meet the conditions, for example through dissolution, striking off or a change of trade, keeps its rate for Referrals made before that date and moves to the Introducer rates for Referrals made after it.

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 the Commissionable Fees (the Provider's net fees, as defined above) of your referred Clients, at the stepped rates and for the period set out below.

• 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 (Commissionable Fees, as defined above) for the first twelve months from the Client's first invoice, then 10%, until commission has been paid for a total of twenty four (24) months from the Client's first invoice, after which no further commission is due
• Commission is payable at the stepped rates above for a maximum of twenty four (24) months per referred Client, and only on Commissionable Fees the Client has actually paid
• Referral commission applies to standard monthly retainers and fixed price projects only. Performance based or commission based engagements and growth for equity arrangements carry no referral commission unless a separate rate is agreed in writing before the engagement begins
• Ceiling per engagement. Total commission on any one engagement (a retainer or a fixed price project the Client signs) is capped at GBP 50,000 across its twenty four (24) month commission period (EUR 58,000 or USD 63,000 where the engagement currency is euro or US dollar). The ceiling applies per engagement, not per Partner; there is no limit on the number of Clients or engagements a Partner may introduce. An engagement split into parts to avoid the ceiling is treated as one engagement.

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 the Provider's published prices less 20%. The Partner sets its own Client pricing independently, and everything above the Provider's invoice is Partner margin
• A minimum engagement of one month of the relevant service applies to White Label work
• The arrangement applies to retainers and fixed price project work. Performance based, commission based and growth for equity engagements are handled only by separate written agreement

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. The tool stack evolves over time, and the Provider may substitute tools of equivalent capability at any time.

7. Payment Terms

Commission payments to Referral Partners are made within 14 days of the Provider receiving payment from the Client. Nothing is paid in advance, on signature or as a lump sum.

White Label Partners are invoiced monthly in arrears for work delivered, at the Provider's published prices in the currency agreed for the partnership (GBP, EUR or USD) less 20%, payable within 14 days of the invoice date. UK VAT is added for Partners established in the United Kingdom; Partners established in the EU with a valid VAT number are invoiced under the reverse charge; Partners elsewhere are invoiced outside the scope of UK VAT, each as the law requires. The Partner prices its own Client freely and bears any exchange rate difference between the agreed currency and the currency it bills its Client in.

Currency and exchange rates. Commission to Referral Partners is calculated in the currency in which the Client pays the Provider (the engagement currency) and is paid by bank transfer in that currency by default. The Partner may elect, at registration or with 30 days' notice, to be paid in GBP, EUR or USD instead. Where the payout currency differs from the engagement currency, the Provider converts the commission at the European Central Bank reference rate on the date of the commission statement; the Partner bears the exchange rate risk and any conversion or receiving bank charges, and the Provider never owes more than the engagement currency amount. Refunds, reversals and chargebacks are clawed back at the rate used when the commission was paid, so exchange rate movements create neither a gain nor a loss for either party. Each party bears its own bank charges.

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).

Invoice required. Commission is paid against the Referral Partner's invoice to Keferboeck Ltd, quoting the commission statement it relates to. Without a correct invoice nothing is paid; where the invoice arrives after the statement, the payment term runs from the date the correct invoice is received.

VAT. All commission rates and amounts are exclusive of VAT. A Partner registered for UK VAT adds VAT at the applicable rate on its invoice. A Partner established outside the United Kingdom invoices without VAT: the commission is a business to business service supplied to a UK customer, the Provider accounts for it under the reverse charge where applicable, and the invoice must show both parties' VAT numbers and the reverse charge wording where the Partner's country requires it. A Partner who is not registered for VAT charges no VAT and cannot add it later for commission already paid.

Taxes and status. By registering, the Partner confirms that it is registered as a business or self-employed in its country, that it declares and pays all taxes and contributions due on commission, and that the VAT status it gave is correct and will be updated within 14 days of any change. The Provider may request evidence (company register extract, VAT number validation) and may hold payment until the invoice and status are in order. The Provider withholds tax only where the law obliges it to.

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 business insurance appropriate to the services it provides, with details of current cover available to Partners on request
• 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 twelve (12) months of the introduction. Where several registered Partners independently introduce the same Client, the Client decides who is paid, as set out below.

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.

No entitlement without paid fees, and expiry is final. An introduction, meeting, proposal or pitch creates no entitlement on its own; commission arises only on Commissionable Fees actually received by the Provider under an engagement the Client signs within the validity period. Where no engagement is signed, nothing is owed, and the Partner's own costs are never reimbursed. Attribution is per Client: within the validity period, any engagement the Client signs counts, whichever service it concerns. Once a Referral has expired it confers no rights, even if the Client later engages the Provider for the same or any other matter; such a Client is treated as a direct client of the Provider. Clause 25 applies only to engagements signed while the Referral is valid.

Registered and verified Partners only. A Referral can only be made by a Partner who has registered with the Provider in writing and provided their full legal name, their company name or, for individuals, their trade registration and tax or VAT number, their business address, their website or professional profile, and, before the first commission payment, a bank account in their own or their company's name. The Provider may verify these details and may decline or end any registration at its discretion. Each Referral must be submitted in writing by the registered Partner before any contact between the Provider and the Client, naming the company and the contact person and confirming that the contact consented to the introduction. A claim made after the fact, or by anyone who has not registered, is not a Referral and creates no entitlement, whatever the claimant may have said or done.

No employees of the Client. A Referral is ineligible where the Partner, or the individual making the introduction on the Partner's behalf, is an employee, director or officer of the Client. Independent contractors and freelancers working for the Client may refer it.

No chains, no sub-referrals. A Referral requires a direct introduction of the Client to the Provider by the registered Partner. Telling another person about the Provider or this programme, or passing a lead to another Partner, is not a Referral. Where a Client reaches the Provider through more than one person, only the registered Partner who made the direct, documented introduction is attributed. Nothing is owed to anyone earlier in the chain, whatever they may have said or agreed, and any arrangement between them is their own and does not bind the Provider. One commission per Client: commission is never split, stacked or paid more than once, and the Provider's attribution decision is final.

Two independent introductions. Where two or more registered Partners independently introduce the same Client, the Client decides: at onboarding the Provider asks the Client which Partner's introduction led to the engagement, identified by that Partner's Partner ID or, failing that, by name and details. Commission is paid to that Partner only; every other Partner receives nothing for that Client, whoever wrote first. Only if the Client names no Partner does the first documented introduction prevail. The Provider's record of the Client's answer is final.

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. Independent inbound enquiries that do not result from a documented Referral are neither circumvention nor solicitation and carry no commission.

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