Rivora Partner Terms & Conditions

1.The Partner Programme

1. Rivora operates a partner programme under which Partners may introduce, resell and market Rivora's AI agent service (the "Service") to end clients ("Clients").
2. The Partner is appointed on a non-exclusive basis. Rivora may appoint other Partners, sell direct to Clients in any territory, and operate competing programmes.
3. Nothing in this Agreement creates an employment, agency, joint venture, partnership or franchise relationship. The Partner is an independent contractor and is solely responsible for its own taxes, expenses and staff.

2.Sub-Partners and Sub-Resellers

1. Partners are permitted to introduce sub-partners or sub-resellers under their own commercial arrangements, provided that:
   1. each sub-partner registers with Rivora and accepts these Terms in its own right; and
   2. the introducing Partner remains responsible for the conduct of its own Clients, but is not liable for the acts or omissions of independent sub-partners who have signed their own Partner Agreement with Rivora.
2. Rivora reserves the right to refuse or revoke acceptance of any sub-partner at its discretion.

3.Pricing and Commission

1. Rivora will quote the Partner a per-agent monthly fee (the "Partner Rate"), being the fee Rivora retains from each Client subscription before paying commission to the Partner. The Partner Rate is confidential and may be reviewed by Rivora from time to time on not less than 60 days' written notice; reviewed rates apply to renewals and new Client agents only.
2. At the point of introduction, the Partner and Rivora will agree the initial monthly subscription price the Client will pay to Rivora (the "Client Subscription Price"). The Partner's commission for each month the Client subscribes is the Client Subscription Price (as agreed at introduction) minus the Partner Rate applicable at introduction. This commission rate is fixed for the life of that Client's subscription unless varied in writing by both parties.
3. Rivora may adjust the Client Subscription Price at any time after the initial sale, at its sole discretion. Any uplift above the Client Subscription Price agreed at introduction is retained in full by Rivora, and the Partner is not entitled to any share of such uplift.
4. Rivora makes no representation or warranty as to the level of commission, sales volume or income any Partner will achieve.

4.Billing and Commission Payment

1. Clients subscribe to and pay Rivora directly for the Service. The Partner is not responsible for invoicing or collecting payment from Clients.
2. Rivora pays the Partner's commission monthly in arrears. Commission earned in any given calendar month is paid by no later than the 7th day of the following calendar month, calculated in respect of all Client subscription payments actually received and cleared by Rivora during that prior calendar month.
3. Commission is payable only on Client subscription payments actually received and cleared by Rivora. No commission is payable on chargebacks, refunds, failed payments, fraudulent payments or any sum withheld or reversed by Rivora's payment processor.
4. All commission amounts are exclusive of VAT, sales tax, withholding tax or other applicable taxes, which are the responsibility of the Partner. The Partner is responsible for issuing any tax-compliant invoices required in its jurisdiction.
5. Rivora may, on reasonable notice, set off against commission payable any sum properly due from the Partner to Rivora.

5.Client Relationship

1. For the purposes of the technology and the supply of the Service, the contractual relationship is between Rivora and the Client. The Client subscribes to Rivora, pays Rivora directly, and is bound by Rivora's standard customer terms of service.
2. The Partner is the introducing party. The Partner is responsible for the initial sales conversation and the introduction of the Client to Rivora, but is not a party to the subscription agreement between Rivora and the Client.
3. The Client may terminate its subscription at any time in accordance with Rivora's standard customer terms. On such termination the Partner's entitlement to commission in respect of that Client ceases for any period after the Client's last cleared payment.
4. Build, configuration, integration, uptime, technical support and all other aspects of Service delivery to the Client are Rivora's responsibility.
5. The Partner shall not represent that it is Rivora or that it owns the Service technology. The Partner may describe itself as a Rivora partner and may use Rivora-supplied marketing assets in accordance with clause 7.

6.Term and Termination

1. This Agreement commences on the Effective Date and continues on a rolling month-to-month basis until terminated under this clause 6.
2. Either party may terminate this Agreement for convenience by giving 30 days' written notice.
3. Either party may terminate immediately by written notice if the other party:
   1. commits a material breach which is incapable of remedy, or which it fails to remedy within 14 days of being notified;
   2. becomes insolvent, enters liquidation, has a receiver or administrator appointed, or ceases or threatens to cease trading; or
   3. engages in conduct that Rivora reasonably considers materially damaging to Rivora's brand, reputation, compliance position or relationships with Clients.
4. Tail commission — commissions continue beyond termination. On termination of this Agreement (other than under clause 6.3 for cause), the Partner remains entitled to commission in respect of each Client introduced to Rivora before the termination date, for the lifetime of that Client's subscription, paid on the same monthly basis set out in clause 4 ("Tail Commission").
5. The Partner's right to Tail Commission is at all times subject to the following:
   1. Rivora may adjust the Client Subscription Price at any time at its sole discretion; the Partner is not entitled to any share of any price uplift, as set out in clause 3.3.
   2. The Client may terminate its subscription at any time; on such termination the Partner's right to Tail Commission in respect of that Client ceases.
   3. Tail Commission is forfeit if this Agreement is terminated under clause 6.3 (for cause), or if the Partner is in subsisting material breach of clauses 7, 8, 9 or 10 at the date of termination.
6. On termination of this Agreement, active Client subscriptions continue uninterrupted under the existing subscription agreement between Rivora and the Client.
7. Clauses 4 (in respect of Tail Commission), 7, 9, 10, 11, 12, 13, 16 and 18 survive termination.

7.Intellectual Property

1. The Service, the Rivora platform, the Rivora brand, and all underlying software, prompts, training data, configurations, models and documentation are and remain the exclusive property of Rivora and/or its licensors.
2. The Partner is granted a limited, non-exclusive, non-transferable, revocable licence to use Rivora-supplied marketing materials solely for the purpose of marketing and reselling the Service in accordance with this Agreement.
3. The Partner must not, and must not permit any third party to: (a) reverse engineer, copy or attempt to derive source code or model weights from the Service; (b) train any competing AI system on Rivora outputs; or (c) use Rivora's name, marks, logos or screenshots in any misleading, defamatory or unauthorised way.

8.Partner Conduct

1. The Partner shall:
   1. act honestly, professionally and with reasonable skill and care;
   2. make no false, misleading or exaggerated claims about the Service, its performance or its results;
   3. make no representation, warranty or guarantee on Rivora's behalf beyond statements Rivora has published in writing or expressly authorised; and
   4. comply with all applicable laws, including advertising, anti-bribery, sanctions, consumer protection and data protection laws in every jurisdiction in which it operates.
2. The Partner shall not target Clients in restricted or high-risk sectors (including without limitation firearms, adult content, unlicensed gambling, illegal services, deceptive financial schemes, or sanctioned entities) without Rivora's prior written approval.

9.Confidentiality

1. Each party agrees to keep confidential any non-public information disclosed by the other party in connection with this Agreement, including the Partner Rate, Rivora's pricing model, technical architecture, customer lists, prompts, configurations and product roadmap ("Confidential Information").
2. Confidential Information shall be used only for the purpose of performing this Agreement, and disclosed only to staff or contractors who have a need to know and are subject to equivalent confidentiality obligations.
3. Confidentiality obligations survive termination for a period of three (3) years.

10.Data Protection

1. Each party will comply with applicable data protection laws, including (where applicable) the UK GDPR, the EU GDPR, the UK Data Protection Act 2018 and UAE Federal Decree-Law No. 45 of 2021 on Personal Data Protection.
2. Where the Partner introduces a Client to Rivora, the parties act as independent data controllers in respect of their respective dealings with Client and end-user personal data. Where Rivora processes personal data on behalf of the Partner (for example, where the Partner is the contracting party with the Client), the parties will sign a separate data processing addendum on Rivora's standard terms before any such processing commences.
3. The Partner shall not provide Rivora with any special category personal data (health, biometric, political, religious, etc.) without Rivora's prior written agreement.

11.Warranties and Disclaimers

1. Each party warrants that it has full authority to enter into this Agreement and that doing so does not breach any other agreement to which it is bound.
2. Save as expressly set out in this Agreement, and to the maximum extent permitted by law, the Service is provided "as is" and all other warranties, conditions and representations (express, implied, statutory or otherwise) including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement are excluded.
3. Rivora does not warrant uninterrupted or error-free operation of the Service, or any specific commercial outcome for the Partner or its Clients.

12.Liability

1. Nothing in this Agreement limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded by law.
2. Subject to clause 12.1, each party's total aggregate liability arising out of or in connection with this Agreement (whether in contract, tort (including negligence), breach of statutory duty or otherwise) shall be capped at the total Partner Rate fees actually paid by the Partner to Rivora in the 12 months immediately preceding the event giving rise to the claim, or £5,000, whichever is greater.
3. Neither party shall be liable to the other for any indirect, special, incidental or consequential loss, loss of profit, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, or loss or corruption of data.

13.Indemnity

1. The Partner shall indemnify and hold Rivora harmless against any third-party claims, losses, damages and reasonable costs (including legal fees) arising from:
   1. any breach of clause 8 (Partner Conduct), clause 7 (Intellectual Property) or clause 10 (Data Protection) by the Partner;
   2. any representation, warranty or commitment made by the Partner to a Client that goes beyond Rivora's published Service description; or
   3. the Partner's relationships with its sub-partners or sub-resellers and any acts or omissions of such sub-partners that have not signed their own Partner Agreement with Rivora.

14.Anti-Bribery, Sanctions and Modern Slavery

1. The Partner warrants that it will comply with the UK Bribery Act 2010, the US Foreign Corrupt Practices Act, EU, UK, US and UN sanctions regimes, and the UK Modern Slavery Act 2015, in each case to the extent applicable to its operations.
2. The Partner shall not offer, give or accept any bribe, kickback or improper payment in connection with the Service.

15.Notices

1. Notices under this Agreement shall be sent by email to info@rivoraos.ai (for Rivora) and to the email address provided on the Partner's registration form (for the Partner). Notices are deemed served on transmission, save where the sender receives a bounce or non-delivery report.

16.Assignment

16.Assignment

1. Rivora may assign, novate or sub-contract this Agreement to any successor entity, group company or acquirer without notice. The Partner may not assign, novate or sub-contract its rights or obligations without Rivora's prior written consent.

17.Entire Agreement & Variation

1. This Agreement, together with any written commercial schedule, data processing addendum or signed variation, constitutes the entire agreement between the parties and supersedes any prior arrangements, representations or understandings.
2. Rivora may update these Terms from time to time. Updated Terms take effect 30 days after they are notified to the Partner by email or posted to the Rivora website. Continued use of the Service or the partner portal after that date constitutes acceptance.
3. No verbal variation is effective. Electronic acceptance (including click-wrap acceptance of an updated version of these Terms) is sufficient.

18.Governing Law and Jurisdiction

1. This Agreement and any dispute or claim arising out of it (including non-contractual disputes) is governed by the laws of England and Wales.
2. The parties submit to the exclusive jurisdiction of the courts of England and Wales, save that Rivora may bring proceedings to enforce its intellectual property rights or seek injunctive relief in any jurisdiction in which the Partner is established or operates.
Acceptance. By ticking the "I have read and agree to the Rivora Partner Terms" box on the partner registration form and submitting that form, you confirm that you have read, understood and agree to be bound by this Agreement on behalf of yourself and any entity you represent. A timestamped record of your acceptance will be retained by Rivora as evidence of this Agreement.