Partner Agreement

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Last updated: 24 July 2026. View change log.

This Partner Agreement (“Agreement”) sets out the general terms on which Cultrix Limited (“Cultrix”, “we”, “us”) provides services to you, a partner organisation (“Partner”, “you”, “your”), for delivery to end customers (“End Customers”). It covers both white-label and reseller arrangements.

This Agreement takes effect on the earlier of (a) you placing or accepting your first Partner Order, or (b) the start of any Services supplied under a Partner Order.

We set out service-specific and commercial details in the applicable schedules and in each partner order, quotation or statement of work (each a “Partner Order”).

1. Structure of this Agreement

1. This Agreement is made up of:
   1. this Partner Agreement;
   2. the Schedules that may apply, including:
      • Schedule 1 – White Label Working Arrangements;
      • Schedule 2 – Partner Commercial Terms;
      • Schedule 3 – Services and Delivery Model;
      • Schedule 4 – Data Protection and Sub-Processing;
      • Schedule 5 – Security and Technical Standards;
      • Schedule 6 – Onboarding and Offboarding;
      • Schedule 7 – Support Priorities and Incident Handling;
      • Schedule 8 – Branding and White-Labelling Rules.
   3. the Annexes that may apply, including:
      • Annex A – Approved Vendors and Third-Party Services;
      • Annex B – Risk Acceptance and Deviation Register;
      • Annex C – Partner Order and Service Activation.
   4. each Partner Order.
2. If any part of this Agreement conflicts with another, the order of priority is:
   1. the applicable Partner Order;
   2. the relevant Schedule;
   3. Annexes A–C;
   4. this Partner Agreement.

Not every service described in a Schedule will apply to you. You will receive only those services included in your Partner Order.

The Cultrix Common Terms (published at cultrix.co.uk/legal/common-terms) also form part of this Agreement. They cover confidentiality, liability, governing law, notices, events beyond our control, changes and subcontracting. Where they conflict with this Agreement, a Schedule or a Partner Order, the more specific document prevails.

2. Definitions

In this Agreement:

“Business Day”

Monday to Friday, excluding English bank holidays.

“End Customer”

A customer organisation to which you supply (or intend to supply) services that we deliver in whole or in part.

“Partner Order”

An order form, quotation, statement of work, online acceptance or other document we agree with you that orders services under this Agreement.

“Reseller”

A partner who introduces End Customers to us and is paid commission as set out in Schedule 2 (Partner Commercial Terms) and the applicable Partner Order.

“White-Label Partner”

A partner who buys services from us for delivery to End Customers under the partner’s own branding, in accordance with Schedule 1 (White Label Working Arrangements), Schedule 2 (Partner Commercial Terms) and the applicable Partner Order.

“Services”

The services we supply, as described in the applicable Schedules and included in the relevant Partner Order.

3. Partner Models

1. We confirm the partner model that applies to a service relationship (White-Label Partner or Reseller) in the Partner Order.
2. You may operate in more than one model across different End Customers or services, as long as each is clearly recorded in the relevant Partner Order.
3. We operate two levels of partner: Registered Partners and Accredited White-Label Partners. Automatic partner pricing and white-label benefits apply only to Accredited White-Label Partners we have approved, as confirmed in the Partner Order. Approval is at our discretion.
4. We may review partner accounts from time to time to make sure the relationship remains active and appropriate. We may withdraw partner status where there has been little or no activity, where you no longer meet the programme requirements, or where continuing the relationship is no longer appropriate.

4. Partner Orders

1. We do not supply any services unless a valid Partner Order is in place.
2. Partner Orders may add, change or remove services, and may set out service start dates, minimum terms, notice periods, pricing, discounts or commissions.
3. Where specific operational or service level commitments apply, they must be stated in the Partner Order or in an applicable Schedule that the Partner Order refers to.

5. Delivery to End Customers and Third-Party Role

1. Where services are delivered to End Customers through you, you are responsible for your own relationship with the End Customer and for any commitments you make beyond the scope we supply.
2. We may deal directly with End Customers for operational purposes (including onboarding, support, incident handling and technical advice) where we have agreed this with you or where it is reasonably required to deliver the services.
3. You remain responsible for making sure you have the permissions we need to deliver services and to communicate with End Customers as required.

6. Charges, Invoicing and Payment

1. Charges are set out in the Partner Order and the applicable Schedule 2 (Partner Commercial Terms).
2. Unless a Partner Order says otherwise, we invoice recurring services monthly in advance.
3. If invoices are overdue, we may suspend services (including support) after giving you notice, acting reasonably.

7. Third-Party Vendors and Dependencies

1. Services may depend on third-party vendors and platforms, as described in Annex A.
2. We may add, replace or remove vendors as needed to deliver services, acting reasonably and giving notice where practicable.

8. Term and Termination

1. The term and termination provisions for specific services are set out in the Partner Order (including any minimum terms and notice periods).
2. Either of us may end this Agreement for material breach if the breach is not put right within a reasonable period after notice.
3. Either of us may end this Agreement immediately if the other becomes insolvent or stops trading.
4. When this Agreement ends, we will both cooperate to complete reasonable offboarding steps in accordance with Schedule 6 (Onboarding and Offboarding).

9. Suspension

1. We may suspend services where necessary to:
   • address serious security risk;
   • comply with legal obligations;
   • respond to vendor-imposed requirements; or
   • manage non-payment.
2. Where practical, we will tell you before we suspend services, unless the risk is urgent.

10. General

1. Common Terms. Confidentiality, liability, governing law, notices, events beyond our control, changes and subcontracting are covered by the Cultrix Common Terms, which form part of this Agreement.