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Payhawk Partner Terms and Conditions

These Payhawk Partner Terms and Conditions set out how we conduct our Partnership Program.

Payhawk is a software provider that offers expense and corporate card management services via its web-based platform and mobile app.

Partner works with or otherwise has access to enterprise businesses that may benefit from Payhawk’s services and are potential Payhawk customers.

Payhawk wishes to be introduced to such businesses and is willing to remunerate Partner on the terms of these Partner Terms, if such businesses become customers of Payhawk and purchase services from it, while Partner is willing to assist in the brokerage of these introductions in return for remuneration.

Payhawk maintains a partnership program whose aim is to set the terms under which such introductions are governed and Partner wishes to participate in the program (the “Program”).

I. Definitions and interpretation

  1. In these Payhawk Partner Terms and Conditions (except where the context otherwise requires) the following words shall have the following meanings:
  • “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
  • “Applicable Law” means any and all laws, ordinances, constitutions, regulations (including guidance), statutes, treaties, rules, codes, licenses, certificates, franchises, permits, principles of common law, requirements and orders adopted, enacted, implemented, promulgated, issued, entered or deemed applicable by or under the authority of any governmental body having jurisdiction over a specified person or any of such person’s properties or assets.
  • “Card Spend” means the total monetary value of transactions initiated using a Payhawk corporate debit or credit payment card for the purpose of purchasing goods or services, and which are successfully authorized and not subsequently refunded, reversed, or disputed.
  • "Commercial Term Sheet" means a document issued by Payhawk and executed by the Partner, which is incorporated into and forms an integral part of these Partner Terms, and which sets out the specific commercial arrangements applicable to the Partner.
  • “Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential. Whether or not marked or designated as confidential, Confidential Information shall include all information concerning: (a) Disclosing Party's customer and prospect information (b) Disclosing Party's past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research and development materials. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
  • “Closed Won Deal” means a transaction in which all of the following conditions have been satisfied: (i) the End Customer has signed up for the Subscription Service; (ii) the End Customer has been issued an invoice in accordance with their order form; and (iii) the End Customer has made full and timely payment of their Subscription Fee as required under any issued invoice related to the Subscription Service.
  • “End Customer” means an actual customer who has subscribed for and uses the Payhawk Platform.
  • “Lead” means a contact tied to a business entity that may result in a Closed Won Deal.
  • “Party” means us or you who are collectively the Parties.
  • “Partner Revenue Share” means the sum of the following: (i) an amount equal to the relevant percentage of the Subscription Fee paid to us by an End Customer for a Closed Won Deal, determined in accordance with the compensation structure set forth in the Commercial Term Sheet and (ii) an amount equal to the relevant percentage of the Card Spend which the End Customers you introduced to us made in a given calendar quarter in accordance with the compensation structure, as set forth in the Commercial Term Sheet.
  • “Partner Terms” means these Payhawk Partner Terms and Conditions
  • "Payhawk Content" means all information, data, text, messages, software, graphics, images, and tags that we incorporate into the Payhawk Platform and all of our other services.
  • “Payhawk Platform” means the Subscription Service.
  • “Payhawk Product” means the Payhawk Platform and mobile app.
  • “Qualified Transaction(s)” means a Closed Won Deal that is eligible for a Partner Revenue Share pursuant to the “Partner Revenue Share and Payment” section of these Partner Terms.
  • “Subscription Fee” means the initial monthly subscription fee and any upgrade or downgrade fees that are actually paid to us by an End Customer for the Subscription Service. Subscription Fee shall exclude any implementation, customization, training, consulting or other professional services, or fees for third-party products or services.
  • “Subscription Period” means in relation to the Subscription Service, the initial subscription period together with any subsequent renewal periods.
  • “Subscription Service” means our web-based corporate expense management software that is subscribed to, and developed, operated, and maintained by us, accessible via https://payhawk.com/ or another designated URL.
  • “We”, “us” and “our” means Payhawk.
  • “You”, “your” and “Partner” means the entity agreeing to these Partner Terms and participating in the Program.

II. Partner Attribution Model

To ensure transparency and alignment at the outset of the sales cycle, Payhawk utilizes a dual-attribution model. Attribution is determined and locked at the point of Lead Acceptance by Payhawk.

  1. Definitions of Attribution

2.1 "Sourced Attribution" means you are the original and primary source of the Lead. To qualify as Sourced Attribution, the Lead must be one where (i) you have established a demonstrable business relationship; (ii) you are the first Party to introduce the Lead to us; (iii) the introduction is direct or trackable (i.e. registered via our Partner portal or form); (iv) the Lead was not in our CRM or active sales pipeline at the time of registration or introduction; (v) the Lead has not been contacted by our sales team within the preceding hundred and eighty (180) days and (vi) you play a material role in generating the commercial opportunity by your marketing or networking efforts.

2.2 "Influenced Attribution" means the Lead already exists in our CRM or active sales pipeline, but you provide documented, substantive assistance that materially advances the sales cycle and facilitates the closure of the deal. This includes, but is not limited to, facilitating meetings with key C-suite stakeholders, providing specific technical validation, or assisting in the navigation of the customer's internal procurement processes.

  1. The Attribution Determination Process

3.1 To eliminate ambiguity, the following process shall apply to every prospective deal:
3.1.1 Submission: Partner submits a Lead via the Payhawk partner portal or by sharing the following information in an email to partners@payhawk.com: company name, company url, country of registration, prospect names, prospect email address.
3.1.2 Screening: Payhawk shall, within five (5) business days, cross-reference the Lead against its existing CRM database and classify it in accordance with the process specified below.
3.1.3 Classification: Payhawk will issue a written "Lead Status" notification to the Partner, classifying the deal as either:

  • Accepted - Sourced: Entitling Partner to the full Partner Revenue Share or
  • Accepted - Influenced: Entitling Partner to 50% of the standard Partner Revenue Share, subject to validation of Influenced Attribution in accordance with clause 4 below, or
  • Rejected: If the Lead is an existing customer or an active, late-stage opportunity already managed by Payhawk’s internal team, or where the Lead poses too high risk under applicable regulations and internal AML policies.

3.2 The classification provided by Payhawk at the time of acceptance is final and shall govern the remuneration for the duration of that specific deal. Payhawk reserves the right to reclassify a "Sourced" deal as an "Influenced" deal (or vice versa) prior to the first payment of Partner Revenue Share if new information regarding the transaction comes to light.

3.3 If Payhawk accepts a Lead as Sourced Attribution, the Partner shall retain sourced attribution rights for a period of twelve (12) months from the date of Lead acceptance, provided that the opportunity remains active and materially progresses in Payhawk’s CRM. If the opportunity is inactive for more than one hundred and twenty (120) consecutive days, Payhawk may, upon written notice, remove deal protection, resulting in this Lead not being classified as a Qualified Transaction even where it subsequently materializes as a Closed Won Deal.

  1. Validation of Influenced Attribution

4.1 The classification of a Qualified Transaction as an "Influenced Deal" is subject to a formal validation process conducted solely by Payhawk. Payhawk shall have the sole and absolute discretion to determine whether a Partner’s involvement constitutes "Influenced Attribution" based on the criteria set forth in this clause. While Payhawk agrees to act in a commercially reasonable manner when assessing a Partner’s contribution, the final determination rests exclusively with Payhawk.

4.2 To qualify for Influenced Attribution, the Partner must demonstrate, to Payhawk’s satisfaction, that their participation materially impacted the progression or successful closure of the deal. "Material Impact" is defined as active, documented intervention that directly accelerated the sales cycle, removed a specific blocker, or provided strategic access to key decision-makers (e.g. CFO or Head of Finance) that Payhawk could not have otherwise secured independently. Examples of Material Impact may include, but are not limited to:
(a) arranging access to economic buyers or executive stakeholders;
(b) participating in solution design or technical validation workshops;
(c) supporting integration or implementation scoping;
(d) assisting with procurement, legal, or internal stakeholder alignment; or
(e) delivering joint business case support that materially accelerates closure.

Mere brand awareness, passive association with the customer, or general advocacy without documented deal-specific activity shall not qualify as Material Impact.

4.3 The validation process shall proceed as follows:

  • Submission of Evidence: Upon acceptance of the Lead as an "Influenced" Lead, or at any point prior to the completion, the Payhawk designated Account Executive or Partner Manager must provide written documentation detailing the specific actions taken by the Partner to advance the deal.
  • Payhawk Review: Senior Payhawk member of the Partner’s team will evaluate the Partner’s attribution to the successful completion of a Closed Won Deal.
  • Attestation of Impact: Payhawk may, at its option, require the Partner to provide further proof of joint meetings, technical workshops, or strategic introductions. Passive involvement, such as a pre-existing general business relationship with the customer or the mere mention of Payhawk’s services, shall not constitute Material Impact.

4.4 Any dispute relating to the classification of Partner’s attribution must be submitted in writing within 10 business days of attribution notification. The submission must include deal identification, disputed classification and supporting evidence. Disputes shall be managed by the Company’s GTM Attribution Leadership, comprising representatives from Sales, Partnerships, Marketing Operations. All disputes shall be assessed strictly on the basis of CRM engagement timestamps, validation materials and stakeholder input. Ultimate decision shall based on the following principles:

  • Evidence over opinion;
  • Objective CRM data as the primary source of truth;
  • Requirement for demonstrable Material Impact;

4.5 Payhawk’s assessment of whether a Partner’s efforts meet the threshold for Influenced Attribution is final and binding. If Payhawk determines, in its reasonable judgment, that the deal would have progressed on substantially similar terms and timelines without the Partner’s intervention, Payhawk reserves the right to deny attribution. No Revenue Share shall be due for deals where Material Impact cannot be sufficiently verified by Payhawk.

  1. Multi-Party Attribution Split

5.1. Where two (2) or more Partners registered under the Program are found to have each independently contributed to the sourcing, development, or progression of the same Qualified Transaction (a "Shared Opportunity"), Payhawk shall apply a multi-party attribution split in accordance with the provisions of this Clause.

5.2. A Shared Opportunity shall be deemed to exist where Payhawk determines, acting reasonably, that two (2) or more Partners have each materially contributed to the same Closed Won Deal within the same active sales cycle. Payhawk's determination as to whether a Shared Opportunity exists shall be made in good faith and shall be final.

5.3. Upon determination of a Shared Opportunity, the total Partner Revenue Share ordinarily payable in respect of that Qualified Transaction shall be divided equally between all qualifying Partners identified as contributing to that Shared Opportunity (the "Attributed Partners"), regardless of the relative degree of each Partner's contribution.

5.4. Upon determination that a Shared Opportunity exists, Payhawk shall notify each Attributed Partner in writing within five (5) business days of such determination. Such notification shall confirm that a Shared Opportunity has been identified in respect of a specific deal or prospect and the total number of Attributed Partners sharing attribution in respect of that Shared Opportunity.

5.5. Each Attributed Partner acknowledges that the existence of a Shared Opportunity and the fact that other Partners are contributing to the same deal constitutes confidential information for the purposes of these Partner Terms. Each Attributed Partner undertakes not to disclose such information to any third party, including to any prospect or customer that is the subject of the Shared Opportunity, without Payhawk's prior written consent.

5.6. For the avoidance of doubt, the application of a multi-party attribution split shall not result in any increase in the total Partner Revenue Share payable by Payhawk in respect of any Qualified Transaction. The total Partner Revenue Share for any given transaction shall remain fixed, with the applicable amount divided between Attributed Partners in accordance with this clause.

III. Parties’ Rights & Obligations

  1. We grant you, subject to the limitations set forth below, a non-transferable, non-exclusive right to demonstrate, market and promote the Payhawk Platform to your partners, prospects and/or customers in accordance with these Partner Terms. You shall not, without our prior written consent, make or give any representations, warranties or other promises concerning the Payhawk Product which are not publicly available on the Payhawk website or across the Payhawk marketing materials.

  2. You shall have no authority and shall not hold itself out or permit any person to hold itself out as being authorized to bind Payhawk in any way and shall not do any act which might reasonably create the impression that you are so authorized. You shall not make or enter into any contracts or commitments or incur any liability for or on behalf of Payhawk, including for the provision of the Subscription Service or the price for it, and shall not negotiate any terms for the provision of the Subscription Service with prospects and Leads.

  3. We may choose to introduce you to, or send you information on, a prospect of ours when we identify that such prospect may have a need for the services you offer (a “Payhawk Lead”). We can do the same for other partners of ours, even if it is for the same Payhawk Lead. You may use the information about the Payhawk Lead provided only to market and sell your services to them and not for any other purpose (unless the Payhawk Lead otherwise consents). Immediately upon our or the Payhawk Lead’s request, you will promptly discontinue all use of and delete the Payhawk Lead’s information. Payhawk Leads are considered our Confidential Information and shall be treated in accordance with the ‘Confidentiality’ section below.

IV. Partner Revenue Share and Payment

  1. In order to receive payment under these Partner Terms, you must have: (i) agreed to the terms of these Partner Terms, fulfilled all eligibility requirements to be a Partner under these Partner Terms and are in compliance with these Partner Terms; (ii) provided us with your bank account information; and (iii) submitted to us all the necessary and valid documents we may reasonably request and the documents have been approved. All payments by Payhawk will be made by bank transfer and it is your responsibility to ensure that you have provided us with the most up-to-date and correct bank information to facilitate the transfer.

  2. We will pay Partner Revenue Share amount due to you within 45 (forty-five) days after the end of each fiscal quarter in the following amounts:

  • For Sourced Attribution Qualified Transaction - an amount equal to the Subscription Fees and/or Card Spend we recognize as revenue from Closed Won Deals during such quarter, multiplied by Partner Revenue Share percentages, as calculated in accordance with the compensation structure set forth in the Commercial Term Sheet;
  • For Influenced Attribution Qualified Transactions – fifty percent (50%) of the Partner Revenue Share that would have been applicable for a Sourced Attribution Qualified Transaction, as calculated in accordance with the compensation structure set forth in the Commercial Term Sheet.

  1. We will determine the currency in which we pay Partner Revenue Share, as well as the applicable conversion rate. The currency in which Partner Revenue Share is paid may be different from the currency that applies to the Qualified Transaction.

  2. Where within the same quarter Partner moves through Partner tiers as per the Commercial Term Sheet, Partner Revenue Share will be calculated proportionally.

  3. In the event that the Subscription Fee associated with a Qualified Transaction is adjusted at any point during the Subscription Period, whether increased or decreased, the Subscription Fee Related Partner Revenue Share, as set forth in the Commercial Term Sheet, shall always be calculated and payable based on the lower of the two Subscription Fees.

  4. Notwithstanding anything to the contrary, Payhawk will not be obligated to pay any Partner Revenue Share (for either Sourced Attribution or Influenced Attribution) where the End Customer has failed to pay three consecutive invoices related to the Subscription Service.

  5. You are responsible for payment of all taxes applicable to Partner Revenue Share. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us or any of our Affiliates.

  6. Payhawk, at its sole and unrestricted discretion, may offer a 'spiff bonus' to Partners for exceptional contributions to Influenced Deals, beyond the standard remuneration outlined above. The terms and conditions of any spiff bonus will be communicated separately and are entirely at Payhawk's prerogative.

V. Free Payhawk Account

  1. As part of the Program, Payhawk may provide you with a free Payhawk Аccount (the “Free Payhawk Account”).

  2. Should we provide you with a Free Payhawk Account, you will receive a 100% discount on fees for the first six (6) months from the start of your Subscription Service (the "Discount Period"). The discount shall be applied in the form of credit notes to the full value of the invoice for your Subscription Service. You will be entitled to cancel your Subscription Service at any time during the Discount Period at no additional cost to you. At the conclusion of the Discount Period, Payhawk will reassess the Free Payhawk Account in the following manner:

  • If within the Discount Period you are a Tier 1 Partner (i.e. you have attributed to eight or more Closed Won Deals), you will continue to receive a 100% discount on the fees you owe us for your Payhawk account.
  • If within the Discount Period you are a Tier 2 or Tier 3 Partner as per the Commercial Term Sheet, you will receive a 20% discount on the fees you owe us for your Payhawk account.

  1. Free Payhawk Accounts shall not be eligible for cashback.

  2. You agree that your use of the Free Payhawk Account(s) shall be subject to a fair use policy as determined by Payhawk at its sole discretion. In the event that we reasonably determine that your and/or your Affiliates’ use constitutes abuse or misuse of the Free Payhawk Account(s) or the Program, Payhawk reserves the right to suspend, restrict, or terminate your and/or your Affiliates’ access to the Free Payhawk Account(s) upon written notice, without liability.

  3. Payhawk will track your attribution to the referred business on a monthly basis. Your performance will determine the level of discount to be applied to your fees for the Payhawk account for the subsequent month in accordance with section 17 above. Any adjusted discounts, including any suspension thereof, will take effect as of your next billing cycle.

  4. Payhawk reserves the right to modify the terms and conditions governing your provision with a Free Payhawk Account at its sole discretion upon thirty (30) days' prior written notice to you. In the event of any disputes regarding the evaluation or the application of the terms and conditions of these Partner Terms governing the Free Payhawk Account, Payhawk’s determination shall be final and binding, provided it is made in good faith.

  5. Your use of the Free Payhawk Account shall at all times be subject to Payhawk’s Terms & Conditions, as available at https://payhawk.com/terms.

VI. Training and Support

  1. We will make available to you, without charge, various materials and other marketing resources as part of our Program.

  2. If we make a Payhawk Demo Account available to you, then you will use the Payhawk Demo Account solely for your own education, demonstration and evaluation purposes. You are not permitted to use it for any other purpose. You will not lease, distribute, license, sell or otherwise commercially exploit the Payhawk Demo Account. You will not use any prospect, Lead or End Customer data with the Payhawk Demo Account. You can only use your own data (data and information that you specifically own) or the synthetic data provided to you for demonstration purposes by Payhawk. You will not exceed the user limits provided for you in the Payhawk Demo Account. We reserve the right to suspend, modify, or discontinue any or all part of the Payhawk Demo Account at any time without prior notice to you.

VI. No Exclusivity. Trademark Use and IP

  1. Nothing in these Partner Terms shall be construed as creating an exclusive agreement between Payhawk and Partner. Both Payhawk and Partner expressly reserve the right to enter into similar agreements or arrangements with other third parties at their sole discretion.

  2. You grant to us a nonexclusive, non-transferable, royalty-free right to use and display your trademarks, service marks and logos (“Participant Marks”) in connection with the Program and these Partner Terms, provided that each such use is subject to your prior explicit written consent.

  3. We retain all ownership rights in the Payhawk Trademarks. During the term of these Partner Terms, you may use our trademark as long as you follow the usage requirements in this section and the incorporated guidelines. You must: (i) only use the images of our trademarks that we make available to you as part of your participation in this Program, without altering them in any way; (ii) only use our trademarks in connection with the Program and these Partner Terms; (iii) comply with these Partner Terms; and (iv) immediately comply if we request that you discontinue use.

  4. You must not use any of our trademarks: (a) in a misleading or derogatory way; (b) outside the scope of the Program or these Partner Terms; (c) in a way that implies we endorse, sponsor or approve of your services or products; or (d) in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

  5. The Payhawk Products are protected by intellectual property laws. The Payhawk Products belong to and are the property of us. We retain all ownership rights in the Payhawk Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Payhawk Content, or the Payhawk Products in whole or in part, by any means, except as expressly authorized in writing by us. Payhawk and other marks that we may use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in these Partner Terms.

VIII. Confidentiality

  1. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Program, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Program and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

  2. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any applicable legal or regulatory obligation or pursuant to an order of a court or a regulatory body of competent jurisdiction; provided, however, that (i) Receiving Party will provide Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, Receiving Party shall disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event shall Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.

  3. Each party acknowledges that the unauthorized use or disclosure of the other party’s Confidential Information may cause irreparable harm to the other party. Accordingly, each party agrees that the other party will have the right to seek an immediate injunction against any breach or threatened breach of this “Confidentiality” section of these Partner Terms, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.

IX. Term and Termination

  1. These Partner Terms shall be binding upon the Parties for an unlimited period of time, until terminated by either Party in accordance with the terms of this section IX.

  2. Both you and we may terminate these Partner Terms on sixty (60) days written notice to the other Party.

  3. We may terminate these Partner Terms and/or suspend your or the End Customer’s access to the Payhawk Products: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) automatically, within thirty (30) days of you failing to meet the Program requirements applicable to you in your capacity as Partner; (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) immediately, if you breach your confidentiality obligations under these Partner Terms or infringe or misappropriate Payhawk’s intellectual property rights, or (v) immediately, if we, in our sole discretion, determine that your actions or omissions constitute a Material Adverse Effect on us, our prospects, or our End Customers and such effect is reasonably demonstrable to us through verifiable evidence, as reasonably assessed by us. For the purposes of these Partner Terms, a “Material Adverse Effect” shall mean any event, circumstance, or condition (including, but not limited to, financial loss, decline in business operations, regulatory action or reputational damage) that significantly diminishes the value of Payhawk’s business or renders Payhawk substantially less capable of fulfilling its obligations under this Agreement.

  4. Upon termination of these Partner Terms, Payhawk shall continue to pay the Partner the Partner Revenue Share for all Qualified Transactions for a period of six (6) month immediately following the date of termination (the "Post-Termination Period”), provided that Payhawk may, acting reasonably and in good faith, suspend or cease such payments where it determines that the continued payment of Partner Revenue Share would be detrimental to Payhawk’s reputation and/or goodwill. Upon expiry of the Post-Termination Period, all obligations of Payhawk to pay, and all rights of the Partner to receive, Partner Revenue Share shall cease absolutely and with no further liability on the part of Payhawk. For the avoidance of doubt, no Partner Revenue Share shall be payable in respect of any Qualified Transactions after the expiry of the Post-Termination Period. Upon termination, the Partner shall discontinue all use of and delete all Payhawk Leads where provided by Payhawk, unless the Partner holds independent consent from the applicable Payhawk Lead to continue processing their data and information. Any prospect not converted prior to the date of termination shall not be considered a valid lead, and Payhawk reserves the right to retain such prospects in its database and engage with them directly.

  5. Upon termination, you will immediately discontinue all use of our trademark, and will remove all Payhawk references to this Program from your website(s) and elsewhere. Termination of these Partner Terms shall not cause an End Customer’s subscription for the Payhawk Platform to be terminated.

X. Partner Representations and Warranties

  1. You represent and that:
  • You have all sufficient rights and permissions to provide the prospect data to us for our use in sales and marketing efforts or as otherwise set forth in these Partner Terms;
  • Your participation in this Program will not conflict with any of your existing agreements or arrangements; and
  • You own or have sufficient rights to use and to grant to us our right to use the Participant Marks.

XI. Indemnification

  1. You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and Affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Program, (b) our use of the prospect or lead data you provided us, (c) your noncompliance with or breach of these Partner Terms, (d) your use of the Payhawk Demo Account, or (e) our use of the Participant Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

XII. Disclaimers. Limitations of Liability

  1. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE PAYHAWK PRODUCTS, PAYHAWK CONTENT, THE PROGRAM, THE OPTIONAL PROGRAMS OR THE PAYHAWK DEMO ACCOUNT FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE PAYHAWK DEMO ACCOUNT MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE PAYHAWK PRODUCTS, PAYHAWK CONTENT, THE PROGRAM, THE OPTIONAL PROGRAMS, AND PAYHAWK DEMO ACCOUNT ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE PAYHAWK PRODUCTS, PAYHAWK CONTENT, THE PROGRAM, THE OPTIONAL PROGRAMS, AND PAYHAWK DEMO ACCOUNT INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

  2. EXCEPT FOR YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE “CONFIDENTIALITY” SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

  3. IF, NOTWITHSTANDING THE OTHER TERMS OF THESE PARTNER TERMS, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL REVENUE SHARE AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED QUALIFIED TRANSACTION IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

  4. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE PAYHAWK DEMO ACCOUNT THAT YOU USE. WE DO NOT PROMISE TO MAKE THE PAYHAWK DEMO ACCOUNT AVAILABLE TO YOU, AND WE MAY CHOOSE TO DO SO, OR NOT TO DO SO, IN OUR DISCRETION.

XIII. General Terms

  1. You will comply promptly with all opt out, unsubscribe, "do not call" and "do not send" requests, including without limitation such requests from us related to Payhawk Leads. For the duration of these Partner Terms, you will establish and maintain a privacy policy that is compliant with all laws and regulations applicable to you and you shall establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, "do not call" and "do not send" requests.

  2. Each Party agrees not to intentionally solicit for employment any of the other Party's employees, Affiliates' employees, or contractors during the term of these Partner Terms and for a period of twelve (12) months following the termination of these Partner Terms. Both Parties acknowledge that: (i) any public job posting or public solicitation not directed specifically to such person shall not be deemed to be a solicitation for purposes of this provision; and (ii) this provision is not intended to limit the mobility of either Party's employees or contractors.

  3. Without prejudice to other provisions herein, we reserve the right to unilaterally change these Partner Terms at any time provided such changes will not materially or adversely impact your participation in the Program. When we do so, a revised edition of these Partner Terms will be immediately made available to you and we will notify you about the changes to these Partner Terms in writing. We will provide at least 30 days’ notice before their proposed date of application. If you do not notify us that the changes to these Partner Terms are not acceptable before the proposed date of their entry in force, you will be deemed to have accepted such changes and shall be bound by the updated terms and conditions of the Partner Terms. In the event that you disagree with the proposed changes to these Partner Terms, you have the right to terminate the Partner Terms on notice to us with effect at any time until our proposed date of entry into force for the relevant changes to these Partner Terms..

  4. These Partner Terms will be governed by and construed in accordance with English law, and all claims and disputes between the parties or any of them arising out of or in connection with these Partner Terms will be determined in accordance with the laws of England. Each Party submits to the exclusive jurisdiction of the competent court of law in England in relation to all claims, disputes, differences or other matters arising out of or in connection with these Partner Terms.

  5. No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached these Partner Terms, for any failure or delay in fulfilling or performing any term of these Partner Terms when and to the extent such failure or delay is caused by acts beyond the impacted Party’s (“Impacted Party”) reasonable control, including the following force majeure events (“Force Majeure Event(s)”) that frustrate the Impacted Party’s performance of the Partner Terms: (i) acts of God; (ii) flood, fire, earthquake or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government orders or changes to Applicable Law; (v) actions, embargoes or blockades in effect on or after the date of the Framework Agreement; (vi) action by any governmental authority; (vii) national or regional emergency; (viii) strikes, labour stoppages or slowdowns or other industrial disturbances (other than relating to the employees or contractors of a Party); (ix) epidemic, pandemic or similar influenza or bacterial infection (which is defined by the World Health Organisation as virulent human influenza or infection that may cause global outbreak, or pandemic, or serious illness); (x) emergency state; (xi) shortage of adequate medical supplies and equipment; (xii) shortage of power or transportation facilities; and (xiii) other similar events beyond the reasonable control of the Impacted Party.

  6. If a Party is prevented, hindered or delayed in or from performing any of its obligations under the Partner Terms due to a Force Majeure Event, the Impacted Party shall:

(a) as soon as reasonably practicable after the start of the Force Majeure Event, give notice to the other Party specifying the nature of the Force Majeure Event, the date on which it started, its likely or potential duration and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Partner Terms;

(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations under the Partner Terms;

(c) give notice to the other Party on the cessation of the Force Majeure Event and, notwithstanding the notice, immediately commence full performance of its obligations under the Partner Terms on cessation of the Force Majeure Event; and

(d) If the Force Majeure Event prevents, hinders or delays the Impacted Party’s performance of its obligations under the Partner Terms for a continuous period of more than two months the Party not affected by the Force Majeure Event may terminate the Partner Terms by giving 2 weeks’ notice to the Impacted Party.

  1. Except for actions for nonpayment or breach of a Party’s proprietary rights, no action, regardless of form, arising out of or relating to these Partner Terms may be brought by either Party more than one (1) year after the cause of action has accrued.

  2. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Partner Terms.

  3. To the extent that any Personal Data is processed in connection with the Program, each Party shall comply with its respective obligations under applicable data protection laws.

  4. If any part of these Partner Terms is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Partner Terms will continue in effect.

  5. These Partner Terms together with your Commercial Term Sheet and any annexes thereto represent the entire agreement between you and us for the Program and supersedes all other proposals and agreements, whether electronic, oral or written, between you and us. We object to and reject any additional or different terms proposed by you. Our obligations are not contingent on the delivery of any future functionality or features of the Payhawk Products or dependent on any oral or written public comments made by us regarding future functionality or features of the Payhawk Products. It is the express wish of both you and us that these Partner Terms and all related documents be drawn up in English. We might make versions of these Partner Terms available in languages other than English. If we do, the English version of these Partner Terms will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of these Partner Terms.

  6. You will not assign or transfer these Partner Terms, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign these Partner Terms to any Affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

  7. Nothing in these Partner Terms, express or implied, is intended to or shall confer upon any person or entity (other than the Parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of these Partner Terms.

  8. We grant to you only the rights and licenses expressly stated in these Partner Terms, and you receive no other rights or licenses with respect to us, the Payhawk Products, our trademarks, or any other property or right of ours.

  9. Each Party represents and warrants to the other that it has full power and authority to enter into these Partner Terms and that it is binding upon such party and enforceable in accordance with its terms.

  10. The following sections shall survive the termination of these Partner Terms: ‘Revenue Share and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.