EPSILON AI GLOBAL
Reseller & Channel Partner Agreement
Draft
This draft covers buying to resell. It sets out what you are authorised to sell and where, how partner pricing and margin work, who invoices the customer, who supports them, and what happens to those customers if the agreement ends.
At a glance
- Commercial model
- Partner margin / reseller discount — not commission
- Products
- The approved Epsilon products and services in your schedule
- Territory
- Defined in the commercial schedule
- Discount and margin
- Set per product, market and volume in the commercial schedule
- Customer contracting
- Named per arrangement — you resell, or Epsilon bills and pays a channel incentive
- Sales targets
- Only where the commercial schedule sets them
- Exclusivity
- Non-exclusive unless specifically approved in writing
1. What you are authorised to do
- You are authorised to market and resell the products and services named in your commercial schedule, in the territory it names, to the customer segments it names. Anything outside that schedule is not authorised by this agreement.
- You resell in your own name and on your own account. You are not Epsilon's agent, you do not act for Epsilon, and you do not conclude contracts on its behalf.
- The appointment is non-exclusive unless an exclusivity addendum is separately approved in writing, and any exclusivity carries a defined territory, defined products, a duration, performance obligations and termination rights. Being called a partner does not by itself make anything exclusive.
2. Pricing, margin and orders
- Epsilon publishes a partner price or a discount off its list price for each product in your schedule. The difference between that and what you charge your customer is your margin, and it is yours to set unless a product's schedule says otherwise.
- Where Epsilon publishes a recommended end-customer price, it is a recommendation. Where a product must be sold at a set price — because it is licensed that way or a regulator requires it — the schedule says so.
- Orders are placed and accepted under the process in the schedule. Epsilon may decline an order where the product is not available, the customer is restricted, the credit position does not support it, or the sale would breach law or an existing arrangement.
- You pay Epsilon according to your payment terms whether or not your customer has paid you. That is the difference between reselling and referring, and it is the reason the margin is what it is.
- Taxes, duties and withholding on your resale are yours. Epsilon invoices you; you invoice your customer.
3. Where Epsilon bills the customer instead
- Some products are not resold — Epsilon contracts and invoices the customer directly and pays you a channel incentive instead. The schedule says which products work this way, because the two models pay differently and carry different risk.
- Where a channel incentive applies, it is paid on eligible Epsilon net fees actually collected, on the same basis as the rest of the programme. You do not carry the customer's credit risk in that model, and the incentive reflects that.
4. Customers, support and channel conflict
- You provide first-line support to customers you have resold to, at the level named in the schedule, and escalate to Epsilon through the agreed route. Epsilon does not become the first point of contact for your customers by default.
- Register deals before you pursue them. Where you and another partner, or you and Epsilon's own team, are on the same customer, Epsilon resolves it on the evidence and tells both sides the outcome. A published rule beats a race.
- Renewals on customers you resold to are handled as the schedule states. Renewal is not automatically yours in perpetuity, and it is not taken from you without notice.
5. Brand, conduct and confidentiality
- You may use Epsilon's trademarks and approved materials to sell the authorised products, unchanged, for as long as this agreement runs. You may not register a domain, trading name or social handle containing the Epsilon name, or present yourself as Epsilon, its subsidiary or its exclusive representative.
- Represent the products accurately, using published capabilities and nothing beyond them. Do not give a warranty, a roadmap commitment or a service level Epsilon has not published.
- 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.
- Partner pricing, discounts and any non-public commercial term are confidential and are not published or passed to another reseller or a competitor.
6. Term, termination and what happens to customers
- As drafted, the term runs for twelve months and renews unless either side gives 30 days' written notice. Epsilon may terminate immediately for fraud, misrepresentation, insolvency, breach of law or material breach that is not cured.
- On termination, subscriptions and support already sold to customers are honoured for their remaining term — by you, by Epsilon, or by transition to another partner, as agreed in writing. Customers are not cut off because the two of us have stopped working together.
- Your authorisation, your right to use the trademarks and your access to partner pricing end on the termination date. Stock or prepaid entitlements are settled as the schedule provides.
- 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.
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.
- Whether the arrangement is characterised as commercial agency in any market, and the compensation rights that follow
- Local reseller, distribution and competition-law restrictions on pricing and territory
- Exclusivity addendum terms, where exclusivity is ever granted
- Credit terms, security and insolvency protections
- Post-termination customer transition and end-user licence continuity
- Contracting entity, governing law and forum
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: Analytics Partner