Last updated: 23 July 2026. View change log.

This Schedule forms part of the Partner Agreement between Cultrix Limited (“Cultrix”, “we”, “us”) and you (“Partner”, “you”, “your”). Unless we define them in this Schedule, capitalised terms have the meaning given in the Partner Agreement.

1. Partner Type and Applicable Commercial Model

  1. We confirm the partner model that applies (Reseller or White-Label Partner) in the Partner Order.
  2. Commission and discount terms apply only where the Partner Order expressly states them, and are limited to Eligible Charges (Reseller) or Eligible Charges (White Label), as applicable.

2. Commission (Resellers)

  1. This section applies only where your Partner Type is Reseller, as confirmed in the Partner Order.
  2. Commission rate: 10% of Eligible Charges (Reseller) (unless the Partner Order varies it).
  3. Eligible Charges (Reseller) means recurring service charges for our services purchased by an End Customer that you first introduced and that we accepted as a valid referral, excluding Excluded Items and any non-commissionable items set out in the Partner Order.
  4. When a referral is valid. A referral is valid only where:
    • the End Customer was not already an active Cultrix customer at the time of introduction; and
    • you have provided enough information for us to identify the End Customer and confirm the introduction.
  5. Commission start date. Commission begins from the date the End Customer’s first eligible service becomes live and billable.
  6. Commission term. Commission remains payable while the End Customer remains a paying customer for Eligible Charges (Reseller), unless:
    • you are in breach of the Partner Agreement; or
    • the Partner Order specifies a capped commission period.

3. Discount (White-Label Partners)

  1. This section applies only where your Partner Type is White-Label Partner, as confirmed in the Partner Order.
  2. Discount rate: 20% discount on Eligible Charges (White Label) (unless the Partner Order varies it).
  3. Eligible Charges (White Label) means recurring service charges for our services supplied to you for delivery to End Customers, excluding Excluded Items and any non-discountable items set out in the Partner Order.
  4. Retail pricing. You set End Customer retail pricing at your own discretion. We have no involvement in your retail pricing, billing, credit control or collections.

4. Excluded Items (No Commission / No Discount)

  1. Unless a Partner Order expressly agrees otherwise, Commission and Discount do not apply to any of the following (“Excluded Items”):
    • software licensing (including Microsoft, Google, and other third-party licences);
    • vendor-priced items and pass-through charges (including where pricing is dictated by a Vendor);
    • domains, DNS hosting, domain privacy, SSL certificates purchased from third parties, and similar registrar items;
    • hardware, procurement and shipping (whether charged at cost or with a handling fee);
    • one-off professional services, project work and consultancy (unless a Partner Order states otherwise);
    • work required due to End Customer-caused incidents or unsupported environments, where charged outside inclusive support; and
    • any fees, penalties or charges payable due to early termination of Vendor terms.

5. Pricing and Price Changes

  1. Price basis. Prices are set out in the relevant Partner Order, price list, quotation or services catalogue that the Partner Order refers to.
  2. Indexation (optional). Where a Partner Order states it, recurring charges may increase each year by an index or fixed percentage. If no indexation is stated, we handle changes under clause 5.3.
  3. Changes to pricing. We may change pricing for services by giving you reasonable notice (and at least 30 days where practicable), including where a Vendor changes pricing or terms.

6. Invoicing and Payment

  1. Billing frequency. We invoice services monthly in advance unless a Partner Order says otherwise.
  2. Payment terms. Payment terms are as stated in the Partner Order or invoice.
  3. Late payment. Where invoices are overdue, we may (acting reasonably) suspend delivery of services (including support) after giving notice, and may charge statutory interest and recovery costs in line with the Late Payment of Commercial Debts (Interest) Act 1998.

7. Vendor Commitments and Early Termination

  1. Some services may be subject to fixed terms, minimum spends, or early termination charges imposed by Vendors.
  2. Where an End Customer (or you) stops a service before the end of a Vendor commitment, you remain responsible for any resulting Vendor charges, unless a Partner Order says otherwise.

8. Minimum Commitment (Optional)

  1. A minimum monthly wholesale spend applies only where a Partner Order expressly states it.

9. Records and Audit (Commercial)

  1. We will keep reasonable records of services supplied, invoicing and (where applicable) commission calculations.
  2. On reasonable written notice, you may ask us to reconcile commission for a specific End Customer for a specific period, acting reasonably.

10. Order of Priority

  1. If there is a conflict between this Schedule and a Partner Order, the Partner Order prevails.
  2. If there is a conflict between this Schedule and the main Partner Agreement, this Schedule prevails for commercial terms only.