EPSILON AI GLOBAL
Growth & Co-Sell Partner Agreement
Draft
This draft sets out how a Growth & Co-Sell partnership works: how an opportunity is registered and protected, how your commission level is decided, what it is calculated on, when it is paid, and what each side may and may not do with the other's clients, brand and information.
At a glance
- Commercial model
- Commission on approved opportunities
- Standard bands
- 5–7% referral · 8–10% active development · 11–12% co-selling
- Strategic band
- Up to 15%, approved opportunity by opportunity
- Commission basis
- Eligible Epsilon AI net fees actually collected
- Opportunity protection
- 12 months as standard, extendable on review
- Annual earnings cap
- None
- Exclusivity
- Non-exclusive unless separately approved in writing
- Who contracts the client
- Epsilon AI, unless otherwise agreed
1. What this agreement is
- It is a framework, not a sale. It sets the rules for opportunities you bring us and how you are paid for them; it does not oblige you to bring any, and it does not oblige Epsilon to accept one.
- You remain an independent business. Nothing here creates employment, agency, a joint venture, a franchise or a partnership in the legal sense, and neither side becomes responsible for the other's debts, staff or conduct.
- The partnership is non-exclusive in both directions. You may represent other vendors; Epsilon may appoint other partners in your market, sector and accounts.
- Where a clause here and a later signed Opportunity Commission Confirmation differ on a specific opportunity, the confirmation governs that opportunity and this agreement governs everything else.
2. Registering an opportunity
- Register the client by name before you approach them. An introduction that was never registered is not an approved opportunity, and a name submitted without a real conversation behind it is not either — this is a register of opportunities, not a list of companies you have heard of.
- Epsilon answers within five working days: approved, declined with the reason, or held for more information. A decline tells you why — usually that the account is already in our pipeline, already a client, or was registered by someone else first, with the date it entered.
- Where two partners register the same organisation, Epsilon decides attribution on the evidence — the date, how specific each registration was, the actual client access each partner has, any engagement Epsilon already had and who is genuinely developing it. It is not decided by whoever typed the name first.
3. What protection means
- An approved opportunity is protected for 12 months while you are actively working it. Within that period Epsilon will not run the same opportunity through another partner, and your approved commission stands.
- Protection attaches to the opportunity, not to the customer. You do not acquire the client, any right over Epsilon's relationship with them, or a claim on unrelated business they place with us.
- Epsilon will deal with the client directly — discovery, proposals, contracting, delivery and support all require it. That contact does not by itself reduce, suspend or end your approved commission.
- Before protection expires, Epsilon reviews it with you: extend it where the cycle genuinely needs longer, keep it active, close it lost, or let it lapse. It is not extended indefinitely by default, and it is not dropped without telling you.
4. Your commission level
- Referral — 5–7%. You identify a qualified opportunity, introduce Epsilon and open real access to the client. Epsilon runs the rest of the sales process.
- Active business development — 8–10%. You stay in the opportunity — meetings, follow-ups, stakeholder access and commercial coordination — while Epsilon builds the solution and the proposal.
- Co-selling — 11–12%. You work alongside Epsilon through a substantial part of the cycle: account development, stakeholder management, negotiation and support through to closing.
- Strategic co-selling — 13–15%. For selected strategic opportunities where the partner originates the deal, opens decision-makers who are otherwise hard to reach, and materially contributes to closing it.
- The level is judged on your overall contribution to that opportunity, not on a count of meetings attended. A single introduction that opens a board-level decision-maker can be worth more than six calls that move nothing.
- The strategic band is approved by Epsilon opportunity by opportunity and is never granted on contract size alone, on the client's name, or on request. It is not selectable by the partner.
- Your approved rate, your role and any special conditions are confirmed to you in writing in an Opportunity Commission Confirmation before the opportunity progresses materially. Once confirmed it is not reduced afterwards, unless the scope, value or structure of the deal itself materially changes — in which case it is reviewed with you and re-confirmed before anything further is proposed to the client.
- Being an approved partner does not fix one percentage to your account. The same partner may hold a 6% opportunity, a 9% opportunity and a 12% opportunity at the same time, because contribution is assessed per opportunity.
5. What the percentage is applied to
- Commission = approved rate × eligible Epsilon AI net fees actually collected
- Eligible net fees are what Epsilon actually receives and keeps for its own services under an approved opportunity, after any discount given to the client.
- Excluded before the percentage is applied: vat and other indirect taxes; refunds and credit notes; third-party software licences passed through to the client; cloud infrastructure and api consumption passed through at cost; hardware and other third-party products; subcontracted delivery bought in and not marked up; reimbursable travel and government charges. This list is closed. Epsilon does not reserve a general right to deduct costs of its choosing after the fact, and no internal overhead, salary or delivery cost is deducted from your base.
- Collected means cleared funds actually received by Epsilon from the client and not subsequently refunded, reversed or charged back.
6. When you are paid
- Commission is earned when the client signs and becomes payable as their money actually reaches Epsilon. On a staged contract it is paid instalment by instalment, as each one is collected — you are paid alongside us rather than after us. If the client never pays, no commission arises for either of us.
- Statements are issued per opportunity and show the eligible fees invoiced, the eligible fees collected, your approved rate, commission earned, commission already paid and commission outstanding. Where an exclusion materially reduces the base, the statement names its category.
- Commission becomes payable after Epsilon receives the corresponding client payment and once invoicing, tax and compliance requirements are met. The payment cycle, the currency and the documentation you must provide are set in the final agreement for your country.
- Either side may query a statement within 60 days. Epsilon will show the underlying records that explain the calculation — the registration, the invoice, the collection — and correct it where the evidence supports it. Epsilon does not open its wider accounts.
- If a client payment is later refunded, reversed or charged back, the commission corresponding to it is reversed and offset against future commission. Where no future commission arises, no repayment is demanded from you. This reverses commission on revenue Epsilon did not ultimately keep — it is not a penalty.
7. Opportunities that need a different structure
- Large, complex, multi-year, low-margin, public-sector, hardware-heavy, resale, consortium or heavily pass-through opportunities may be given a custom commercial structure instead of a standard band. That structure may be a percentage, a fixed success fee, a milestone arrangement or a blend.
- Where a custom structure applies, Epsilon confirms your terms before the final commercial proposal goes to the client, so you can decide whether the work is worth it while you still can. Telling a partner after closing that the published band never applied is the thing this clause exists to prevent.
- On an opportunity where more than one partner contributes, Epsilon sets each partner's role and allocation before approval. Each partner sees only its own terms, and the standard band is not paid to each of them in full.
8. Renewals, expansion and group companies
- Renewal commission is not automatic and not perpetual. How a renewal is treated is stated in the opportunity's approved terms, so you know before you work it.
- A materially new product, project, department, country or group company at the same client is a new opportunity. Register it and it can earn its own approved commission; it is neither inherited from the first deal nor closed to you.
- There is no predefined annual ceiling on what you can earn in total across approved opportunities. Each opportunity remains payable at its own approved terms.
9. Pricing, contracting and authority
- Epsilon sets the price to the client and contracts with the client directly, unless a different structure is specifically agreed for an opportunity.
- You do not add an undisclosed mark-up to an Epsilon quotation. If you want to sell on your own paper at your own price, that is a reseller relationship with its own agreement, not this one.
- You have no authority to bind Epsilon AI: not to sign on its behalf, alter a proposal, give a warranty, agree a discount, accept an obligation or hold yourself out as its employee, subsidiary or exclusive representative — unless a specific authorisation is given to you in writing.
- Epsilon's pricing, discounts, proposals and rate cards that are not public are confidential. You may use them to sell with us; you may not publish them or pass them to a competitor.
10. Conduct, conflicts and non-circumvention
- Represent Epsilon accurately. Use the capabilities, accreditations, references and outcomes published on this site and nothing beyond them, and never promise a result, a price or a timeline that has not been approved.
- Neither side goes around the other on a registered opportunity: you do not take the same opportunity to a competing vendor while it is protected, and Epsilon does not re-route it to another partner or present it as unsourced.
- Bribery, kickbacks, facilitation payments, falsified opportunities, self-dealing to manufacture commission, unlawful marketing and misuse of confidential information end the agreement immediately and forfeit unpaid commission on the affected opportunities.
- Disclose a material conflict of interest before it matters — a competing mandate, a stake in the client, a relationship with the decision-maker — rather than after the deal is on the table.
11. Public-sector opportunities
- Government and public-sector opportunities remain subject to procurement rules, intermediary restrictions, anti-bribery law and disclosure requirements. Epsilon may require additional review or a separate commercial structure before approving one.
- Where a tender, a client procurement policy or the law prohibits an intermediary commission or requires it to be disclosed, Epsilon complies — it will not pay a commission it is forbidden to pay, and it will disclose one where disclosure is required. You are told which applies before the work starts.
12. Brand, intellectual property and confidentiality
- You may use the Epsilon name, logo and approved partner materials to promote the partnership, unchanged and in the contexts they were given for. Paid advertising on Epsilon's brand terms, domains or social handles containing the Epsilon name, press releases and public announcements need written approval first.
- Each side keeps what it brought. Epsilon's products, methods, models and materials remain Epsilon's; yours remain yours. Nothing here transfers ownership of either, and no jointly developed material becomes jointly owned unless that is separately agreed in writing.
- Each side keeps the other's non-public information confidential and uses it only for the partnership, for as long as it stays non-public. The usual exceptions apply: information already public without breach, already lawfully known, independently developed, lawfully received from a third party, or required to be disclosed by law or a competent authority.
- Client personal data you handle on Epsilon's behalf is covered by a separate data-processing addendum where one is required. The confidentiality clause alone does not stand in for it.
13. Term, termination and what survives
- The initial term and the notice period are set in the final agreement. As drafted, the term runs for twelve months and renews unless either side gives 30 days' written notice; neither side needs a reason.
- Ending the agreement does not cancel commission already earned. Opportunities approved before termination are paid on the normal schedule as the client's money is collected, and opportunities still inside their protection window are honoured for the remainder of it.
- Immediate termination is reserved for fraud, impersonation, bribery, fabricated opportunities or systematic breach — and those also forfeit unpaid commission on the affected opportunities. Not performing, or not bringing opportunities, is not itself a breach: there is no minimum number of leads in this programme.
- Confidentiality, intellectual property, non-circumvention on opportunities that were live at termination, and the payment of earned commission survive the end of the agreement.
14. Liability, law and language
- Epsilon's liability under this agreement is limited to commission properly due to you. Neither side is liable to the other for lost profits, lost opportunities or indirect loss. You remain responsible for claims arising from representations you made without authority, unlawful marketing, misuse of brand or data, or commitments given on Epsilon's behalf.
- The contracting Epsilon AI entity, the governing law, the competent courts or arbitral forum and the language that prevails in case of conflict are specified in the final agreement, according to the partner, the market and the contracting structure. Epsilon operates through more than one legal entity and the correct one depends on where you and the client are.
- This agreement is issued in English and Arabic and both say the same thing. Which text prevails if they are ever read differently is specified in the final agreement.
- Start with your partnership manager. Almost everything either side disputes is a record one of us can produce the same day.
Pending legal completion
These clauses are drafted to a professional standard but are completed for the contracting entity and jurisdiction in the final agreement. They are listed rather than buried.
- Contracting Epsilon entity, governing law, competent forum and dispute-resolution mechanism per market
- Limitation of liability and indemnity wording, and its enforceability in each jurisdiction
- Commission payment cycle and the invoicing, withholding and documentation requirements per country
- Public-sector intermediary rules and disclosure obligations by market
- Whether the relationship is characterised as agency in any market where that carries statutory consequences
- Language precedence, and the validity of electronic signature
- Data-processing addendum, where the partner handles personal data
Signatures
A public draft carries no signature. These are the fields the final agreement is executed on.
Epsilon AI
- Contracting Epsilon AI entity
- Authorised representative
- Title
- Signature
- Date
Partner
- Partner legal name
- Authorised representative
- Title
- Signature
- Date
Governs: Growth & Co-Sell Partner