This Partner Agreement ("Agreement") governs participation in the relyd partner programme ("Programme"). It is concluded between the relyd company named in section 2 ("relyd", "we", "us") and the business that applies for and is admitted to the Programme ("Partner", "you"). By submitting the application and accepting this Agreement, you confirm that you act for a business and are authorised to bind it.
1. Definitions
- Service – the relyd cloud platform as described in the Master Subscription Agreement (MSA).
- Referral Partner – a Partner admitted to the first level of the Programme who recommends the Service.
- Certified Partner – a Partner who has completed relyd's training and certification and who also sets up the Service for customers and provides first-level support.
- Referred Customer – a customer attributed to the Partner under section 4.
- Assigned Customer – a customer whom relyd forwards to a Certified Partner under section 8.
- Partner Link and Partner Code – the personal link and code relyd provides to the Partner for attribution.
- Net Subscription Revenue – the subscription fees for the Service that relyd has invoiced to and received from a customer, plus relyd's service fee on AI credit and wallet top-ups (the surcharge relyd adds to the AI usage it passes on, currently five per cent (5 %)); in each case excluding value added tax and similar taxes, the AI usage itself, set-up and professional services fees, third-party fees, refunds, credits and chargebacks.
- Partner Account – the Partner's own workspace on the Service, provided free of charge under section 3.4.
2. Contracting party
relyd's headquarters is at Breitfeldstrasse 8, 9015 St. Gallen, Switzerland.
2.1 The Partner contracts with:
- relyd Limited, 3 Ballsbridge Park, Dublin, D04 C7H2, Ireland, if the Partner is established in the European Union, the European Economic Area, the United Kingdom, Switzerland or Liechtenstein; or
- relyd Inc., a Delaware corporation, 28-07 Jackson Ave, New York, NY 11101, USA, if the Partner is established in any other country.
2.2 References to "relyd" mean the contracting company only. Commissions are paid by that company, regardless of which relyd company invoices the Referred Customer.
3. Admission
3.1 Any business may apply, in any country. relyd reviews each application and may decline it without giving reasons. There is no right to admission.
3.2 A Referral Partner is admitted when relyd confirms the application in writing (e-mail is sufficient).
3.3 A Certified Partner must also complete relyd's training, pass the certification and renew it every twelve (12) months. Certification is open in every country. The Partner checks before each set-up whether the Service meets the customer's local requirements (for example tax, e-invoicing and payroll) and informs relyd of missing localisation; relyd decides on extensions at its discretion.
3.4 Each Partner receives one Partner Account free of charge for its own business while this Agreement is in force. The MSA and the Policies apply to the Partner Account. The Partner Account is not a Referred Customer and earns no commission.
4. Attribution
4.1 A customer is attributed to the Partner if, before the customer's first paid subscription:
- the customer registers through the Partner Link or enters the Partner Code during registration; or
- the Partner registers the prospective customer with relyd (deal registration) and relyd confirms the registration.
4.2 An attribution is valid for ninety (90) days from the first visit through the Partner Link, the registration or the confirmed deal registration. If the customer does not start a paid subscription within that period, the attribution lapses.
4.3 Where several attributions exist, the first valid one prevails. relyd decides in good faith on the basis of its records; these records are conclusive unless the Partner proves otherwise.
4.4 No attribution arises for (a) existing customers of relyd, (b) customers that were in documented contact with relyd in the ninety (90) days before the attribution, (c) the Partner itself, its affiliates and its employees, or (d) customers obtained in breach of this Agreement.
5. Commission
5.1 relyd pays the Partner the following share of the Net Subscription Revenue of each Referred Customer or Assigned Customer:
| Partner level | Customer | Share | Duration |
|---|---|---|---|
| Referral Partner | Referred Customer | 20 % | the first twelve (12) months of paid subscription |
| Certified Partner | Referred Customer | 25 % | as long as the customer subscribes and the Partner remains certified |
| Certified Partner | Assigned Customer | 10 % | as long as the customer subscribes and the Partner remains certified |
5.2 A Referral Partner who becomes a Certified Partner receives the share of a Certified Partner for its existing Referred Customers from the start of the next quarter.
5.3 Set-up and other fees that a Certified Partner agrees directly with the customer belong entirely to the Partner. relyd does not take a share of them.
5.4 relyd sets the prices of the Service. The Partner may not grant discounts on behalf of relyd.
6. Payment
6.1 Commissions are settled quarterly. Within thirty (30) days after the end of each calendar quarter, relyd issues a statement and a credit note (self-billing) for the commissions earned in that quarter. The Partner agrees to self-billing and will not issue its own invoice for the same amounts.
6.2 A commission is earned only once the customer has paid the underlying invoice and sixty (60) days have passed since that payment.
6.3 relyd pays to the bank account the Partner has provided, in the currency of the customer's invoice. If the commissions for a quarter are below fifty (50) units of that currency (for example CHF 50, EUR 50 or USD 50), they are carried forward to the next quarter.
6.4 If relyd refunds, credits or loses an amount to a chargeback, the related commission is deducted from the next payment or must be repaid.
6.5 Each party bears its own taxes. The Partner provides its VAT number or tax identification and, where relyd requires it, the applicable tax forms (for example IRS Form W-9 or W-8BEN-E for relyd Inc.). Where the reverse-charge mechanism applies, the credit note states this. Without the required information relyd may withhold payment.
7. Certified Partner services
7.1 A Certified Partner sets up the Service for its customers and provides first-level support (use of the Service, set-up, data import). relyd provides second- and third-level support (faults, infrastructure) through a partner support channel and aims to respond within one (1) business day.
7.2 The Certified Partner contracts with its customer directly for its own services. relyd is not a party to that contract and is not liable for the Partner's services.
7.3 The Partner accesses a customer's workspace only as a user invited by the customer and only to the extent the customer allows. relyd never gives the Partner access through its own administrative functions.
7.4 Where the Partner processes personal data on behalf of the customer, the Partner and the customer conclude their own data processing agreement.
8. Assigned Customers
8.1 relyd may forward requests for set-up help to Certified Partners, in particular by region, language and focus. relyd forwards contact details only with the consent of the prospective customer.
8.2 The Partner accepts or declines a forwarded request within two (2) business days. If it does not respond, relyd may forward the request to another Partner. The Partner informs relyd of the outcome.
8.3 There is no right to receive requests. relyd may publish a directory of Certified Partners with their name, region, languages and focus.
9. Partner obligations
9.1 The Partner describes the Service accurately and on the basis of the Documentation. It makes no promises, warranties or statements on behalf of relyd beyond those in the Documentation and the Policies.
9.2 The Partner complies with all applicable laws, in particular on advertising, unfair competition, e-mail marketing, data protection and anti-corruption. It sends marketing messages only with a valid legal basis.
9.3 The Partner does not register domains, social media accounts or app names that contain "relyd", and does not bid on "relyd" as a keyword in paid search advertising (for example Google Ads or Microsoft Advertising), unless relyd agrees in writing.
9.4 The Partner does not appoint sub-partners and does not pass any part of its commission on to customers.
10. Trademarks
10.1 relyd grants the Partner, for the term of this Agreement, a non-exclusive, non-transferable and revocable right to use the name and logo "relyd" to market the Service, in accordance with the guidelines relyd provides.
10.2 The Partner does not imply that it is relyd or that it acts on relyd's behalf.
11. Data protection and confidentiality
11.1 Each party is responsible for the personal data it processes for its own purposes under the Programme (for example contact details of prospective customers and attribution data). Each party complies with the applicable data protection law.
11.2 relyd tells the Partner which of its Referred Customers and Assigned Customers are active and the amount of the commissions. relyd does not give the Partner access to Customer Data under the MSA.
11.3 Each party keeps confidential the non-public information it receives from the other party, in particular prices agreed individually, statements and the content of training, and uses it only for this Agreement. This obligation continues for three (3) years after the end of this Agreement.
12. Relationship of the parties
12.1 The parties are independent contractors. The Partner has no authority to bind relyd.
12.2 The Programme is not exclusive and grants no territory. relyd may sell the Service directly and work with other partners in the same region.
13. Term and termination
13.1 This Agreement runs for an indefinite period. Either party may terminate it with thirty (30) days' notice to the end of a month, by e-mail.
13.2 Either party may terminate it with immediate effect if the other party seriously breaches it and, where the breach can be remedied, does not remedy it within fourteen (14) days after notice.
13.3 After termination:
- all commissions lapse on the date the termination takes effect, for every Partner level and every Referred or Assigned Customer; no commission arises from customer payments received after that date;
- commissions for customer payments received before that date are paid under section 6 once they are earned;
- the Partner Account is converted into a regular paid subscription or ends; the Partner may export its data under the MSA;
- the Partner stops using the relyd name and logo.
14. Liability
14.1 Neither party is liable for indirect or consequential loss, lost profit or lost data, except in cases of intent or gross negligence.
14.2 The total liability of relyd under this Agreement is limited to the commissions paid to the Partner in the twelve (12) months before the event giving rise to the claim.
14.3 The limitations in this section do not apply where the law does not allow them.
15. Changes
15.1 relyd may change the Programme and this Agreement, including the commission rates, with thirty (30) days' notice by e-mail. Changes do not reduce commissions already earned.
15.2 If the Partner does not agree to a change, it may terminate this Agreement before the change takes effect.
16. General
16.1 Governing law and jurisdiction.
- If the Partner contracts with relyd Limited, this Agreement is governed by the laws of Ireland, and the courts of Dublin, Ireland, have exclusive jurisdiction.
- If the Partner contracts with relyd Inc., this Agreement is governed by the laws of the State of New York, and the state and federal courts in New York County, New York, have exclusive jurisdiction.
16.2 Assignment. The Partner may not assign this Agreement or its claims without relyd's consent. relyd may assign it to another relyd company.
16.3 Entire agreement. This Agreement is the entire agreement on the Programme. The MSA and the Policies apply to the Partner Account and to the Service.
16.4 Severability. If a provision is invalid, the rest of the Agreement remains in force; the parties replace the provision with a valid one that comes as close as possible to its purpose.
16.5 Notices. Notices are given by e-mail to the address the Partner provided in its application and, for notices to relyd, to partner@relyd.co.
16.6 Language. This Agreement is drawn up in English. Translations are for information only; the English version prevails.