Partnerprogram
Avtaleversjon 2026-06-28
Fronterio Reseller Partner Agreement
Version: 2026-06-28
This Reseller Partner Agreement (the "Agreement") governs your participation in the Fronterio partner programme. By submitting a partner application and checking the acceptance box, you agree to be bound by it as of the date of acceptance.
1. Parties
This Agreement is between Fronterio ApS, a company registered in Denmark (CVR no. [CVR NUMBER]), registered office at [REGISTERED ADDRESS], 2840 Holte, Denmark ("Fronterio", "we", "us"), and the partner organisation identified in the partner application and acceptance record (the "Partner", "you").
2. Definitions
- Platform — the Fronterio software-as-a-service application, APIs, content, and related services.
- Customer — an end-customer organisation that subscribes to the Platform and is attributed to the Partner.
- Customer Data — data relating to a Customer or its personnel that the Partner accesses through the Platform, including assessment results, adoption metrics, agent registrations, compliance records, and personal data.
- Attribution — the permanent association of a Customer with the Partner recorded in the Platform (referral link, partner invitation, or manual attribution).
- Net Revenue — the amount Fronterio actually receives for an attributed Customer's subscription after deduction of payment-processor fees, refunds, and chargebacks. Commission is always calculated on Net Revenue, never on gross amounts the Customer pays.
- Commission — the recurring percentage of Net Revenue payable to a Commission Partner under Exhibit A.
- Wholesale Fee — the per-Customer amount a Wholesale Partner pays Fronterio under Exhibit A.
3. Appointment
3.1 Fronterio appoints the Partner as a non-exclusive reseller and referral partner authorised to market, refer, and (in Commission mode) resell subscriptions to the Platform within the agreed territory and customer segment.
3.2 The appointment is non-exclusive. Fronterio may appoint other partners, sell directly, and operate any sales channel. The Partner may resell other products provided it does not breach its confidentiality, non-circumvention, or data-protection obligations.
3.3 The Partner has no authority to bind Fronterio or to make representations or warranties on Fronterio's behalf beyond Fronterio's published materials. The Parties are independent contractors.
4. Billing Modes
The Partner operates in one of two billing modes, recorded in the Partner's record on the Platform and set out in Exhibit A. The default is Commission mode.
4.1 Commission Mode (Reseller — default)
(a) Fronterio is the merchant of record, creates and owns the subscription, invoices the Customer directly, and collects payment. (b) Fronterio owns the billing relationship and the Customer account. (c) The Partner earns recurring Commission on Net Revenue from attributed Customers for as long as the Customer maintains a paid subscription, subject to clauses 6 and 14.
4.2 Wholesale Mode (White-label — premium option)
(a) The Partner is the merchant of record and invoices its Customers directly, outside Fronterio's payment systems. (b) Fronterio invoices the Partner monthly at the Wholesale Fee for each active Customer. (c) The Partner keeps the difference between its retail price and the Wholesale Fee as margin and bears the credit risk on its Customers. The Partner remains liable to pay Fronterio the Wholesale Fee regardless of whether the Customer has paid the Partner. (d) Monthly reconciliation: the Partner reports its active Customer list through the Platform or by the agreed method. If the Partner does not report by the due date, Fronterio may invoice based on the last known active Customer count.
4.3 Mode changes
A change of billing mode takes effect only for Customers attributed after the change. Existing billing relationships do not retroactively switch.
5. Attribution
5.1 A Customer is attributed to the Partner when it signs up through the Partner's referral link, accepts a Partner invitation, or is manually attributed by a Fronterio administrator.
5.2 Attribution is permanent for the life of the Customer relationship, except where this Agreement is terminated for the Partner's cause under clause 14.4.
5.3 Attribution disputes are resolved by Fronterio acting reasonably, with reference to the first recorded attribution event. Fronterio's determination is final absent manifest error.
6. Commission (Commission Partners)
6.1 Calculation. For each paid Customer invoice, Commission = Net Revenue multiplied by the applicable rate determined under the Partner's commission configuration in Exhibit A (flat, or tiered with an optional quarterly kicker).
6.2 Tiered rates. Where a tiered structure applies, the rate is determined by the Partner's active Customer count and applies to all of the Partner's Customers, not only those above a threshold. Tiers are evaluated monthly. If the active Customer count falls, the rate falls accordingly.
6.3 Kicker. Where enabled, a quarterly new-Customer kicker adds the configured bonus rate for that quarter only.
6.4 Immutability. Once a commission record is calculated, its applied rate, Net Revenue, and commission amount are immutable and are not affected by any later change to the commission configuration. Each record stores the rate and tier in effect when the Customer's invoice was paid.
6.5 Effective-date-forward changes. Fronterio may adjust the Partner's commission configuration. Any change applies only to invoices paid on or after the change's effective date and is never retroactive.
6.6 Status flow and disputes. Commission records move from calculated to approved to paid. A paid record is permanently locked. Either Party may flag a record as disputed before payment; disputed records are resolved by agreement or by a manual adjustment record with a stated reason.
6.7 Partner Sales Incentive Programme (PSIP). Where offered (Exhibit A), Fronterio may pay one-time milestone bonuses to the Partner organisation (never to individual Partner personnel; the Partner distributes internally at its discretion). PSIP bonuses are separate from recurring Commission.
7. Wholesale Fees (Wholesale Partners)
7.1 Fronterio issues a monthly wholesale invoice equal to the active Customer count multiplied by the Wholesale Fee and the period, per Exhibit A.
7.2 Wholesale invoices are due within [30] days. Overdue amounts accrue interest at the rate permitted by Danish law and may, after notice, result in suspension of new Customer provisioning.
8. Payment Terms
8.1 Currency. All amounts are in Euro (EUR) unless otherwise agreed in writing.
8.2 Commission payment. Fronterio runs a monthly commission cycle, reviews calculated records, approves, and pays approved Commission to the Partner's nominated account, typically within [30] days of approval. The Partner must provide a valid invoice (or accept self-billing) and accurate bank and tax details.
8.3 Taxes. Each Party is responsible for its own taxes. Amounts are exclusive of VAT, added where applicable. The Partner is responsible for providing a valid VAT number for EU reverse-charge handling where relevant.
8.4 Set-off. Fronterio may set off undisputed amounts the Partner owes Fronterio (including Wholesale Fees and clawbacks for refunded or charged-back Customer invoices) against Commission payable.
9. Partner Obligations
The Partner shall: (a) market and represent the Platform truthfully and not guarantee outcomes or regulatory compliance Fronterio has not authorised; (b) comply with all applicable laws, including consumer-protection, marketing, anti-spam, competition, anti-bribery, export-control, and sanctions laws; (c) not engage in misleading or deceptive sales practices, nor bid on Fronterio trademarks as paid-search keywords without prior written consent; (d) maintain the resources reasonably necessary to support its Customers' onboarding and adoption; (e) keep Platform credentials secure and ensure its personnel and embedded consultants comply with this Agreement; (f) promptly pass to Fronterio any Customer notice relating to security, data protection, or legal claims; and (g) not circumvent Fronterio's billing as described in clause 13.
10. Fronterio Obligations
Fronterio shall: (a) make the Platform available in accordance with its then-current service levels and documentation; (b) maintain accurate attribution and commission records visible to the Partner; (c) provide reasonable partner enablement materials and support; and (d) pay correctly calculated, approved Commission in accordance with clause 8.
11. Intellectual Property and Brand Licence
11.1 Each Party retains all rights in its own intellectual property. Nothing transfers ownership of the Platform or either Party's trademarks.
11.2 Fronterio grants the Partner a limited, non-exclusive, non-transferable, revocable licence to use the Fronterio trademarks and approved marketing materials solely to market and resell the Platform, in accordance with Fronterio's brand guidelines.
11.3 Where the Partner is configured for co-branding, the Partner may display its logo and colours within permitted Platform surfaces. In reseller/co-brand mode Fronterio remains the primary brand, invoices are issued by Fronterio, and the AI advisory persona remains a Fronterio persona unless a white-label configuration is agreed. The "Produced by [Partner] on Fronterio" attribution on exported documents may not be removed.
11.4 The Partner grants Fronterio a licence to use the Partner's trademarks to display co-branding and identify the Partner in Platform surfaces, and (with the Partner's consent, not unreasonably withheld) to reference the Partner in Fronterio marketing.
11.5 All licences terminate automatically on termination of this Agreement.
12. Confidentiality
Each Party shall use the other's confidential information (including commercial terms, commission configuration, and Customer lists) only to perform this Agreement, protect it with at least reasonable care, and not disclose it except to those who need it and are bound by equivalent obligations. These obligations survive for [3] years after termination, and indefinitely for trade secrets and personal data.
13. Non-Circumvention
During the term and for 12 months after termination, the Partner shall not knowingly induce a Customer that is attributed to or served by the Partner to terminate its Fronterio subscription in order to take the same service directly from the Partner outside the Platform with the purpose of depriving Fronterio of Net Revenue. This does not restrict the Partner's pre-existing, independent consulting relationships, and does not apply to Customers the Partner had no involvement with.
14. Term and Termination
14.1 This Agreement starts on acceptance and continues until terminated.
14.2 For convenience. Either Party may terminate on [30] days' written notice.
14.3 For cause. Either Party may terminate immediately if the other materially breaches and fails to cure within [30] days of notice, or becomes insolvent.
14.4 Effect on commissions. On termination for convenience or by the Partner without cause, the Partner continues to receive Commission on already-attributed Customers for as long as they remain paying, subject to continued compliance with clauses 9, 12, and 13. On termination by Fronterio for the Partner's cause, the Partner's right to future Commission ceases on the termination date; commission records already calculated, approved, or paid remain payable to the extent earned.
14.5 Customer continuity. Fronterio owns each Commission-mode Customer relationship and may continue to serve and bill the Customer after termination, with no further obligation to the Partner except clause 14.4. For Wholesale-mode Customers, the Parties will cooperate in good faith on an orderly transition.
14.6 Clauses 6.4, 8, 11.5, 12, 13, 15 to 17, and 21 to 23 survive termination.
15. Data Protection
15.1 The Parties shall comply with the EU General Data Protection Regulation (GDPR) and applicable Danish data-protection law.
15.2 Roles. The Parties' data-protection roles depend on the data and the activity, as set out in Exhibit B: (a) for Customer operational data processed in the Platform, the Customer is controller and Fronterio is processor; (b) where a Partner employee is embedded in a Customer's organisation and processes Customer Data on the Customer's behalf, the Partner acts as Fronterio's sub-processor and the Article 28 terms in Exhibit B apply; (c) for the aggregate, non-personal-data commercial information the Partner accesses to manage the channel relationship, each Party is an independent controller. The Parties are not joint controllers and do not intend to create a joint-controller arrangement under Article 26 GDPR. Each Party is also an independent controller for the personal data it processes for its own business administration.
15.3 Partner access to Customer Data. The Partner shall access Customer Data only as necessary to perform this Agreement and serve the Customer, only to the extent permitted by its Platform role, and shall not (a) access AI Consultant conversation content, individual employee data, or raw assessment responses except where its assigned in-org consultant role lawfully permits, (b) export, sell, or repurpose Customer Data, or (c) use Customer Data to compete with or solicit away the Customer in breach of this Agreement.
15.4 The Partner shall implement appropriate technical and organisational measures, notify Fronterio without undue delay (and within [24] hours) of any suspected personal-data breach affecting Customer Data, and cooperate on data-subject requests and regulatory enquiries. Fronterio's own sub-processors are listed at fronterio.com/sub-processors.
16. Warranties and Disclaimers
Each Party warrants it has authority to enter into this Agreement. Except as expressly stated, the Platform is provided "as is" and Fronterio disclaims all other warranties to the extent permitted by law. The Platform does not constitute legal or regulatory advice to any Customer.
17. Liability and Indemnity
17.1 Subject to clauses 17.3 and 17.4, each Party's total aggregate liability under this Agreement is limited to the greater of (a) the total Commission, Wholesale Fees, and PSIP amounts paid or payable between the Parties in the 12 months before the event giving rise to the claim, or (b) EUR 25,000. [Counsel to confirm amount.]
17.2 Neither Party is liable for indirect or consequential loss, or for loss of profit, revenue, goodwill, or data, to the extent permitted by law.
17.3 For breach of the data-protection obligations (clause 15 and Exhibit B), breach of confidentiality (clause 12), and the intellectual-property indemnity (clause 17.5), each Party's aggregate liability is instead limited to the greater of EUR 250,000 or three (3) times the total amounts paid or payable between the Parties in the 12 months before the event giving rise to the claim. [Counsel to confirm amount/multiple.]
17.4 Nothing limits liability for death or personal injury caused by negligence, fraud, wilful misconduct, or any liability that cannot be limited or excluded under Danish law (including for gross negligence or intent).
17.5 The Partner shall indemnify Fronterio against third-party claims arising from the Partner's misrepresentations to Customers or breach of clauses 9, 11, 13, or 15. Fronterio shall indemnify the Partner against third-party claims that the Platform, used as permitted, infringes a third party's intellectual-property rights.
18. Independent Contractors
The Parties are independent contractors. Nothing creates a partnership, joint venture, agency, franchise, or employment relationship.
19. Anti-Bribery, Sanctions, and Compliance
Each Party shall comply with applicable anti-bribery, anti-corruption, export-control, and economic-sanctions laws.
20. Force Majeure
Neither Party is liable for failure or delay caused by events beyond its reasonable control, provided it notifies the other and mitigates. Payment obligations for amounts already due are not excused.
21. Assignment
The Partner may not assign this Agreement without Fronterio's prior written consent. Fronterio may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all its assets, on notice.
22. Notices
Notices must be in writing and sent to the email or postal addresses recorded for each Party. Email notice is effective on confirmed delivery.
23. Governing Law and Disputes
23.1 This Agreement is governed by the laws of Denmark, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods.
23.2 The Parties shall first attempt to resolve any dispute amicably. Failing resolution, the courts of [Copenhagen, Denmark] have exclusive jurisdiction.
24. General
24.1 This Agreement, with its Exhibits and the Partner's accepted application record, is the entire agreement and supersedes prior discussions.
24.2 Fronterio may update this Agreement by publishing a new version. Where a change is material, Fronterio will give notice and the Partner's continued participation, or re-acceptance through the Platform, constitutes acceptance of the new version. The version a Partner accepted, with the date and a hashed record of the acceptance event, is retained by Fronterio.
24.3 If any provision is unenforceable, the remainder stands. No waiver is implied by delay or partial exercise.
24.4 The Parties agree this Agreement may be accepted electronically, including by checking the acceptance box on the partner application, and such acceptance is binding and admissible.
Exhibit A — Commercial Terms (per Partner)
The operative commercial figures — partner model (reseller or white-label), billing mode (commission or wholesale), commission type (flat or tiered), base rate, tier thresholds and rates, optional quarterly kicker, wholesale rate, any PSIP milestones, payment terms, and any territory or segment restriction — are those recorded in the Partner's record and commission configuration history on the Platform, which prevail over any example values in the body of this Agreement.
Exhibit B — Data Protection Terms
B.1 Roles by data category. The Parties are not joint controllers and do not create an Article 26 joint-controller arrangement. Roles are allocated as follows:
| Data | Controller | Fronterio's role | Partner's role |
|---|---|---|---|
| Customer operational data in the Platform (assessments, agents, employee data, FRIA content, compliance records) | Customer | Processor | Sub-processor — only where a Partner employee is embedded in the Customer's organisation and processes the data on the Customer's behalf |
| Aggregate commercial data the Partner sees to manage the channel relationship (plan, ARR, adoption score, health flag — excluding PII) | — | Independent controller | Independent controller |
| Each Party's own business-administration data (partner contacts, commission records) | — | Controller of its own | Controller of its own |
B.2 Sub-processor terms (Article 28 GDPR). To the extent the Partner processes Customer Data as Fronterio's sub-processor, it shall: process only on documented instructions; bind authorised persons to confidentiality; apply appropriate technical and organisational measures (Article 32); not engage a further sub-processor without authorisation and flow down equivalent terms; assist with data-subject requests, security, breach notification, and impact assessments; notify Fronterio of any personal-data breach within 24 hours; and on termination cease accessing Customer Data and delete or return it, except where retention is required by law. It shall make available the information needed to demonstrate compliance and allow reasonable audits.
B.3 Confidential categories. The Partner shall not access AI Consultant conversation content, individual employee-level data, or raw assessment responses except to the extent its lawfully assigned in-org role permits, and never at the partner-admin aggregate level. The Platform withholds this personal data from partner-admin surfaces by design.
B.4 Independent-controller data. For the aggregate, non-PII commercial data the Platform exposes to the partner-admin surface, each Party complies with GDPR as controller for its own processing and is responsible for its own lawful basis and privacy notice.
B.5 Transfers + sub-processor authorisation. Any transfer of Customer Data outside the EU/EEA must rely on an approved transfer mechanism (adequacy decision or Standard Contractual Clauses). Fronterio's own sub-processors are listed at fronterio.com/sub-processors; Customer authorisation for Partner sub-processing is addressed in the customer-facing Data Processing Agreement.
Exhibit C — Brand Guidelines (summary)
Use the Fronterio trademarks only in the forms and colours Fronterio provides; do not present the Partner as Fronterio or as the merchant of record in Commission mode; do not remove the "Produced by [Partner] on Fronterio" attribution from exported documents or any required "Powered by Fronterio" attribution; and follow any additional written brand guidance Fronterio provides.
This is a draft pending review by Danish counsel. Complete all bracketed placeholders before relying on this Agreement commercially.