Partner Programme Terms

1.1These Partner Programme Terms (“Terms”) apply to every RDrive partner. They form part of each Partner Agreement that refers to them. Each version is published on RDrive’s website with the date it takes effect.

1.2If there is any conflict, the following order of precedence applies: (a) the Partner Agreement, including any special conditions; (b) these Terms, including Schedule 1; (c) the Price List; and (d) the business plan.

1.3The Customer Terms govern each Customer’s use of the Software. Nothing in the Agreement allows the Partner to vary them.

2.1In these Terms, words defined in the Licence Terms have the same meaning, and:

• “Agreement” means the Partner Agreement together with these Terms, the Price List and the business plan.
• “Business Day” means a day other than a weekend or public holiday in the place from which RDrive provides the relevant service.
• “Confidential Information” means all non-public information a party receives from the other in connection with the Agreement, including RDrive’s pricing, the Price List and the content of the Systems.
• “CRM” means RDrive’s customer relationship management system.
• “Customer” means an organisation that licenses the Software, whether introduced by or sold through the Partner.
• “Customer Terms” means the Licence Terms, the EULA and the RPilot Terms, as published on RDrive’s website and updated from time to time.
• “Licence Sale Price” means the licence fees a Reseller charges a Customer for the Software, including renewals, extensions and RPilot credits, excluding taxes, the Reseller’s own services, and any hosting charges under clause 8.3.
• “Licence Terms” means the RDrive Licence Terms published at rdrive.io.
• “Long-Stop Date” means, for each Customer instalment, the date 60 days after the date that instalment is due from the Customer.
• “Partner” means the partner named in the Partner Agreement.
• “Partner Agreement” means the agreement signed by RDrive and the Partner that refers to these Terms.
• “Price List” means RDrive’s partner price list and any pricing tools provided with it, published as dated versions in the partner area of RDrive’s knowledge base.
• “RDrive” means the RDrive company named in the Partner Agreement.
• “Software” means the RDrive platform, its products and modules, and RPilot, hosted by RDrive.
• “Systems” means the partner tools described in clause 10.1.

2.2Capitalised terms not defined in these Terms have the meaning given in the Partner Agreement. Headings do not affect interpretation. “Including” and similar words mean “including without limitation”. “Writing” includes email.

3.1Unless the Partner Agreement grants exclusivity, the Partner is appointed on a non-exclusive basis in the Territory, and RDrive may sell directly and appoint other partners in the Territory.

3.2A referral partner (a “Referral Partner”) introduces prospective Customers. RDrive quotes, contracts with, invoices and supports the Customer, and pays the Referral Partner commission on licence fees it receives from registered referrals. No commission is payable on RPilot credits a Customer buys directly from RDrive.

3.3A reseller (a “Reseller”) markets, quotes and sells the Software to Customers in its own name, invoices them, implements the Software and provides first-line support.

3.4A Reseller starts in Phase 1 unless the Partner Agreement says otherwise. It moves to Phase 2 when RDrive confirms in writing that the Reseller can implement the Software and provide first-line support without RDrive’s help.

3.5A Referral Partner may become a Reseller by written agreement. Customers already introduced stay on their existing arrangements unless RDrive, the Partner and the Customer agree otherwise.

3.6The Partner will not market or sell the Software outside the Territory without RDrive’s prior written consent.

4.1RDrive is authorised by the owner of the Software to grant the rights in the Agreement.

4.2All Intellectual Property Rights in the Software, its documentation and all materials RDrive provides remain with their owner. The Partner receives only the rights expressly granted in the Agreement.

4.3The Partner will not copy, modify, reverse engineer or create derivative works of the Software, or remove any proprietary notice from it.

5.1Every licence of the Software is granted by RDrive to the Customer and is subject to the Customer Terms.

5.2Every quote or contract a Reseller issues for the Software must be an Order Form under the Licence Terms, and must:

1. (a)name the relevant RDrive company as licensor;
2. (b)incorporate the Customer Terms by a link to the dated version of each that is in force;
3. (c)state that the Reseller invoices and collects the fees, and that payment to the Reseller discharges the Customer’s obligation to pay RDrive; and
4. (d)state that the quote is valid for 60 days.

5.3The Partner has no authority to bind RDrive, or to make any promise, warranty or commitment about the Software beyond the Customer Terms. Any additional terms the Partner agrees with a Customer bind the Partner only.

5.4The Partner will refer any Customer request to change the Customer Terms to RDrive’s Managing Director.

6.1A Reseller may sell RPilot credits through RDrive’s credit ordering process. Credits are issued only after payment is received.

6.2Credits sold by a Reseller form part of the Licence Sale Price. Credits a Customer buys directly from RDrive do not earn any revenue share or commission.

6.3The Partner will not make any statement about RPilot, including about data use, model providers or accuracy, beyond what the RPilot Terms say, and will make sure Customers understand that AI output may contain mistakes.

6.4RDrive’s pricing basis for RPilot credits is RDrive’s Confidential Information.

7.1A Reseller will register each opportunity in the CRM before quoting, with the Customer’s name, the project or opportunity, a contact person and a logged meeting, demo or proposal. A Referral Partner registers an opportunity by giving RDrive the same details when it introduces the Customer, and RDrive records it in the CRM.

7.2A confirmed registration is protected for 90 days from the last meeting, demo or proposal logged in the CRM. During that period RDrive will refer direct enquiries from that Customer about that opportunity to the Partner.

7.3The first valid registration has priority, including over RDrive’s own teams. RDrive may decline a registration where the Customer has an active RDrive opportunity logged in the previous 90 days or is an existing RDrive customer. RDrive will confirm or decline each registration within 5 Business Days.

7.4A Reseller will price licences using the Price List. Any price below the Price List price needs RDrive’s written approval before the quote is sent.

7.5When a Customer accepts, the Reseller will upload to the CRM a copy of its quote or the Customer’s purchase order showing the Licence Sale Price and the payment schedule. Standard payment options in the Price List may be used without approval; any other payment schedule needs RDrive’s written approval.

7.6RDrive activates licences sold by a Reseller only for orders registered under this clause 7.

7.7Any dispute about a registration will be decided by RDrive’s Managing Director, whose decision is final.

8.1A Reseller pays RDrive its share of the Licence Sale Price, as set out in the Partner Agreement, for every licence, renewal, extension and RPilot credit order it sells.

8.2RDrive invoices the Reseller on Licence Activation, for each later instalment in line with the registered payment schedule, and at each renewal. RDrive may combine amounts into a single invoice, such as one invoice per month. Each amount on a combined invoice is still due by its own deadline under clause 8.4.

8.3Any regional hosting uplift, and any charges for hosting outside RDrive’s standard network, are payable to RDrive in full and do not form part of the Licence Sale Price.

8.4The Reseller will pay each RDrive invoice within 14 days of receiving the corresponding payment from the Customer, and in any case by the Long-Stop Date. The Reseller does not have to pay an amount the Customer has not paid it, provided the Reseller has:

1. (a)taken reasonable steps to collect it;
2. (b)shown it as overdue in its monthly statement under clause 8.5; and
3. (c)told RDrive in writing before the Long-Stop Date.

8.5By the 10th Business Day of each month, the Reseller will send RDrive a statement showing, for each Customer, amounts invoiced, received and overdue.

8.6If a Customer has not paid the Reseller by the Long-Stop Date, RDrive may suspend that Customer’s access to the Software under clause 6.4 of the Licence Terms, after giving at least 10 days’ written notice to the Reseller and the Customer, until the amount is paid. RDrive will not suspend a Customer for an amount the Customer has paid to the Reseller.

8.7RDrive may set off any amount the Partner owes it against amounts RDrive owes the Partner.

8.8RDrive pays referral commission by the end of the month after the month in which it receives the Customer’s payment.

8.9All amounts are exclusive of VAT, GST and similar taxes. If the Partner is required by law to withhold tax from a payment, it will increase the payment so that RDrive receives the full amount it would have received without the withholding.

8.10RDrive may charge interest on overdue amounts at 8% per year from the due date until payment is received.

8.11The Partner will keep complete records of its sales of the Software for 3 years. RDrive may audit those records once a year on 10 Business Days’ notice.

8.12RDrive may change the Price List on 30 days’ notice. Changes apply to registrations made after they take effect; registered deals keep their price for their 60-day quote validity.

8.13Hosting on RDrive’s standard network is included in the licence fee for the licence term. RDrive’s standard hosting regions are listed in the knowledge base; hosting anywhere else needs a separate written arrangement.

8.14Consultancy, set-up and training that RDrive provides to the Partner are charged at Price List rates.

9.1A Reseller provides first-line support to its Customers.

9.2RDrive provides second-line support to the Partner through RDrive’s helpdesk, on the terms in Schedule 1 of the Licence Terms (Support).

9.3The Partner will not offer Customers any support commitment beyond RDrive’s support terms unless it delivers that commitment itself.

10.1RDrive provides the Partner with one named seat on each of its knowledge base, helpdesk, team messaging system and CRM, plus a demo system running RDrive’s standard demo data and a sandbox system. Additional seats are charged at Price List rates.

10.2Each seat is for a named individual and may not be shared. The Partner will tell RDrive within 5 Business Days when a named user leaves or no longer needs access, and RDrive will remove that access.

10.3All content in the Systems is RDrive’s Confidential Information. The Partner will not copy it out of the Systems except as needed to sell and support the Software.

10.4The demo and sandbox systems must not hold live Customer Data.

10.5RDrive may suspend access to the Systems for misuse. All access ends when the Agreement ends.

10.6The Partner will deliver its business plan within 30 days of the Effective Date. The parties will review performance against it at least once a year.

11.1RDrive processes Customer Data as set out in the Licence Terms. Where the Partner accesses Customer Data, it does so on RDrive’s behalf as RDrive’s sub-processor, and only to implement and support the Software for that Customer.

11.2The Partner will comply with all data protection laws that apply to it, including those listed for its Territory in Schedule 1. Where its Territory is not listed, the Partner will comply with the data protection laws in force there. RDrive updates Schedule 1 by publishing a new version of these Terms under clause 18.2.

11.3The Partner will:

1. (a)process Customer Data only on RDrive’s documented instructions, which include the Agreement;
2. (b)access Customer Data only through named accounts in the Software;
3. (c)not export, copy or store Customer Data outside the Software;
4. (d)make sure its staff are bound by confidentiality and keep Customer Data confidential;
5. (e)not engage any other sub-processor without RDrive’s prior written consent;
6. (f)apply appropriate technical and organisational security measures, and follow RDrive’s reasonable security instructions; and
7. (g)give RDrive reasonable assistance with data subject requests and regulatory enquiries.

11.4The Partner will notify RDrive without undue delay, and in any case within 48 hours, of any actual or suspected unauthorised access to Customer Data, and will cooperate with RDrive’s response.

11.5When the Agreement ends, the Partner will return or delete, as RDrive directs, any Customer Data in its possession and confirm this in writing.

12.1While the Agreement continues, the Partner may describe itself as an Authorised RDrive Partner and use RDrive’s names and logos in line with RDrive’s brand guidelines.

12.2Any marketing material that names RDrive must use RDrive’s approved materials or be approved by RDrive in writing before use.

12.3RDrive may list the Partner on its website using details the Partner has approved for publication.

12.4The Partner will stop using RDrive’s names and logos when the Agreement ends.

13.1Each party will keep the other party’s Confidential Information confidential and use it only for the purposes of the Agreement.

13.2A party may disclose Confidential Information to its employees and advisers who need to know it and are bound by equivalent obligations, or where required by law.

13.3Clause 13.1 does not apply to information that: (a) is or becomes public other than through a breach of the Agreement; (b) was lawfully known to the recipient before disclosure; (c) is received from a third party without a duty of confidentiality; or (d) is independently developed.

13.4This clause 13 continues for 5 years after the Agreement ends, and indefinitely for trade secrets.

14.1Nothing in the Agreement limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be limited by law.

14.2Neither party is liable for any loss of profit, revenue, business or goodwill, or any indirect or consequential loss.

14.3Subject to clauses 14.1 and 14.7, each party’s total liability under or in connection with the Agreement is limited to the total amounts paid or payable by either party to the other under the Agreement in the 12 months before the event giving rise to the claim.

14.4RDrive will defend the Partner against any third-party claim that the Software infringes that third party’s Intellectual Property Rights, and pay damages finally awarded, provided the Partner notifies RDrive promptly, lets RDrive control the defence and cooperates. This does not apply to claims arising from modification of the Software by anyone other than RDrive or its combination with anything RDrive did not supply.

14.5If the Software is, or in RDrive’s opinion is likely to be, subject to a claim under clause 14.4, RDrive may: (a) obtain the right for the Partner and its Customers to continue using it; (b) modify or replace it so that it is non-infringing; or (c) if neither is reasonably possible, stop supplying the affected part of the Software. Clauses 14.4 and 14.5 are the Partner’s sole remedy for third-party infringement claims.

14.6The Partner will indemnify RDrive against all losses arising from: (a) any promise, warranty or term the Partner gives a Customer beyond the Customer Terms; (b) the Partner’s own services; and (c) the Partner’s breach of clauses 5, 11 or 15.

14.7The limit in clause 14.3 does not apply to amounts payable to RDrive under clause 8 or to the Partner’s indemnity in clause 14.6.

15.1The Partner will comply with all applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010, and will not offer, pay, request or accept any bribe, kickback or improper payment in connection with the Software. It will keep accurate records of its dealings with Customers and tell RDrive promptly if it suspects any breach of this clause 15.

15.2The Partner will comply with all applicable sanctions and export control laws, and will not sell or provide access to the Software to any person, entity or country subject to sanctions. If sanctions change, RDrive may suspend the affected Customer.

15.3RDrive may terminate the Agreement immediately by notice if the Partner breaches this clause 15.

16.1The Agreement starts on the Effective Date and continues for the Initial Term. It extends by a further year at a time if the Partner achieved at least 75% of the sales forecast in its business plan for the previous year and the parties agree a forecast for the coming year.

16.2Either party may terminate the Agreement by written notice:

1. (a)without cause, on 90 days’ notice by the Partner or 6 months’ notice by RDrive, but RDrive may not use this clause 16.2(a) to end the Agreement before the end of the Initial Term;
2. (b)immediately if the other party commits a material breach that is not remedied within 30 days of notice; or
3. (c)immediately if the other party becomes insolvent or ceases to trade.

16.3RDrive may terminate the Agreement immediately by notice if:

1. (a)the Partner undergoes a change of control without RDrive’s prior written consent;
2. (b)any amount the Partner owes RDrive remains unpaid 30 days after its Long-Stop Date; or
3. (c)the Partner breaches clause 15.

16.4When the Agreement ends, for any reason:

1. (a)Customers’ licences continue under the Customer Terms and their data is unaffected;
2. (b)RDrive will contact each Customer and take over support, or transfer it to another partner;
3. (c)the Partner will hand over open support tickets, project notes and Customer contacts within 10 Business Days;
4. (d)all access to the Systems and to Customer systems ends; and
5. (e)the Partner will return or delete RDrive’s materials and Confidential Information and confirm this in writing.

16.5Amounts for licences activated before the Agreement ends remain payable under clause 8. If a Reseller fails to pay RDrive’s share for a Customer that has not yet paid the Reseller, RDrive may invoice that Customer directly. RDrive invoices renewals after the end date directly.

16.6If RDrive terminates without cause under clause 16.2(a), or the parties end the Agreement by mutual agreement, RDrive will pay the Partner, on renewals by its Customers during the 12 months after the end date: (a) for a Referral Partner, the referral commission; and (b) for a Reseller, the amount it would have kept had it sold the renewal, calculated using the price RDrive charges for the renewal and the revenue share in the Partner Agreement. These amounts are paid as set out in clause 8.8. Nothing is payable under this clause if the Agreement ends because of the Partner’s breach, or because the Partner did not achieve 75% of its business plan forecast.

16.7Clauses 4, 8, 11, 13, 14, 16, 18 and 19 survive the end of the Agreement.

17.1Neither party is liable for any delay or failure to perform its obligations (other than payment) caused by an event beyond its reasonable control (a “Force Majeure Event”), including fire, flood, natural disaster, epidemic, war, terrorism, civil unrest, government action, and failure of power, internet, telecommunications or third-party hosting services. The affected party must notify the other party promptly and use reasonable efforts to reduce the effect of the Force Majeure Event.

17.2If a Force Majeure Event continues for more than 30 days, either party may terminate the Agreement by written notice.

18.1Assignment. The Partner may not assign, transfer or subcontract any of its rights or obligations without RDrive’s prior written consent. RDrive may assign the Agreement to any company in its group.

18.2Updates to these Terms. RDrive may update these Terms by publishing a new dated version and giving the Partner 30 days’ notice. If an update materially disadvantages the Partner, the Partner may terminate the Agreement by notice before the update takes effect.

18.3Notices. Notices must be in writing and sent by email to the contacts in the Partner Agreement, or as later notified. All communications under the Agreement are in English.

18.4Relationship. Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship between the parties. The Partner is not RDrive’s agent.

18.5Entire agreement. The Agreement is the entire agreement between the parties about its subject matter and supersedes all earlier agreements, discussions and representations about it.

18.6Severability. If any provision is found invalid, the rest of the Agreement continues in effect.

18.7Waiver. A failure to enforce a right is not a waiver of it.

19.1The governing law and dispute resolution provisions in the Partner Agreement apply.

19.2If the Partner Agreement does not state them, the Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes), is governed by the law of England and Wales and will be finally resolved by arbitration under the LCIA Arbitration Rules, which are incorporated by reference into this clause. There will be one arbitrator, the seat of arbitration will be London, and the language of the arbitration will be English.