SMEBase Partner Agreement

This Partner Agreement sets out the terms governing participation in the SMEBase Partner Programme.

Effective Date: 1 January 2026

By applying to become a SMEBase Partner or continuing to participate in the Partner Programme, you agree to be legally bound by this Agreement.

The SMEBase Partner Programme enables approved organisations and individuals to promote, implement and support SMEBase products and services.

This Agreement defines the rights and responsibilities of both SMEBase and its Partners.

Nothing in this Agreement creates a partnership in law, employment relationship or joint venture between the parties.

Acceptance into the SMEBase Partner Programme is entirely at the discretion of Diligent Technology Group.

Appointment as a Partner:

• is non-exclusive;
• does not guarantee any minimum level of business;
• may be withdrawn in accordance with this Agreement; and
• does not grant authority to legally bind SMEBase.

Partners may be appointed under one or more of the following categories:

• Referral Partner – introduces prospective customers to SMEBase.
• Consulting Partner – sells, implements and supports SMEBase.
• Strategic Partner – collaborates on larger commercial opportunities.
• Technology Partner – develops integrations, APIs or complementary software.

Partner categories may be changed by agreement between the parties.

Partners agree to:

• Promote SMEBase honestly and professionally.
• Provide accurate information to prospective customers.
• Comply with all applicable laws and regulations.
• Protect confidential information.
• Act in a manner that protects the reputation of SMEBase.
• Maintain appropriate business insurance where applicable.
• Keep partner account information accurate and up to date.
• Complete any mandatory training or certification required for their partner category.

SMEBase agrees to support approved Partners by providing access to appropriate resources and services required to promote and implement the SMEBase platform.

Subject to the Partner's compliance with this Agreement, SMEBase will use reasonable efforts to:

• Provide access to the Partner Portal.
• Provide sales and marketing materials.
• Provide product documentation and user guides.
• Provide reasonable technical support.
• Provide software updates and new releases.
• Provide training resources where available.
• Maintain the availability of the SMEBase platform.

Nothing within this Agreement guarantees uninterrupted availability of the Service.

Partners should register prospective customers through the SMEBase Partner Portal.

Lead registration enables SMEBase to recognise the Partner responsible for introducing a potential customer.

• Leads should be genuine business opportunities.
• Duplicate leads may not qualify for commission.
• Lead ownership will normally be determined by the first valid registration received.
• SMEBase reserves the right to reject invalid or incomplete lead registrations.

Lead ownership periods and qualification rules may be published separately within the Partner Portal.

Customers purchasing SMEBase products remain customers of Diligent Technology Group.

Partners may manage customer relationships and provide consulting, implementation or support services where agreed.

Nothing in this Agreement transfers ownership of customer accounts or customer data to the Partner.

• SMEBase retains ownership of customer subscriptions.
• Partners retain ownership of their own consulting services.
• Customers remain free to work directly with SMEBase if they choose.

Partners are expected to conduct themselves professionally throughout the sales process.

Partners must not:

• Make misleading or inaccurate statements.
• Offer unauthorised discounts.
• Modify subscription pricing without approval.
• Promise functionality that does not exist.
• Enter into contracts on behalf of SMEBase.

Partners should ensure that prospective customers receive accurate demonstrations of SMEBase and are provided with current product information.

Eligible Partners may receive commission for qualifying customer subscriptions in accordance with the current SMEBase Partner Programme.

Commission rates, eligibility requirements and promotional incentives are published within the Partner Portal and may be updated from time to time.

Commission payments may depend upon:

• Partner category.
• Subscription plan purchased.
• Successful payment by the customer.
• Customer retention requirements.
• Compliance with this Agreement.

SMEBase reserves the right to adjust or withhold commission where subscriptions are cancelled, refunded, obtained fraudulently or otherwise fail to meet the commission eligibility criteria.

Approved commission payments will normally be made in accordance with the current SMEBase Partner Programme.

Commission payments are subject to:

• Receipt of payment from the customer.
• The subscription remaining active.
• The Partner complying with this Agreement.
• Any applicable tax requirements.

SMEBase may offset refunds, chargebacks, cancelled subscriptions or overpayments against future commission payments.

Partners are responsible for declaring and paying any taxes arising from commission income.

Partners are encouraged to actively promote SMEBase using approved marketing materials.

Partners may:

• Promote SMEBase through their website.
• Conduct demonstrations.
• Attend exhibitions and events.
• Publish articles and case studies.
• Use approved brochures and sales literature.
• Promote SMEBase on social media.

Partners must ensure that all marketing materials are accurate, professional and consistent with current SMEBase branding.

Marketing materials supplied by SMEBase remain the property of Diligent Technology Group.

During the term of this Agreement, Partners are granted a limited, non-exclusive, revocable licence to use approved SMEBase logos and branding solely for promoting SMEBase products and services.

Partners must:

• Use only the latest approved logos.
• Follow the SMEBase Brand Guidelines.
• Not modify or distort logos.
• Not imply ownership of SMEBase.
• Not register any domain names or trade marks containing "SMEBase" without written permission.

Upon termination of this Agreement, Partners must immediately stop using SMEBase branding and remove it from websites, marketing materials and social media where reasonably practicable.

Both parties agree to keep confidential all non-public information disclosed during the course of the partnership.

Confidential information may include:

• Customer information.
• Pricing information.
• Sales forecasts.
• Business strategies.
• Product roadmaps.
• Technical documentation.
• Source code and software designs.

Confidential information shall not be disclosed to any third party without prior written consent except where disclosure is required by law.

These confidentiality obligations continue after termination of this Agreement.

All intellectual property rights relating to SMEBase remain the exclusive property of Diligent Technology Group.

This includes, but is not limited to:

• Software.
• Source code.
• Databases.
• Artificial Intelligence functionality.
• Documentation.
• Graphics and designs.
• Trade marks.
• Logos.
• Training materials.
• Marketing resources.

Nothing in this Agreement transfers ownership of any intellectual property to the Partner.

Partners retain ownership of any original consulting materials, methodologies and intellectual property they independently develop, provided such materials do not incorporate or infringe SMEBase intellectual property.

SMEBase may provide training programmes, webinars, documentation and certification to assist Partners in selling, implementing and supporting SMEBase.

Partners are encouraged to complete available training to maintain product knowledge and deliver high-quality customer service.

SMEBase may introduce certification programmes for specific Partner categories.

• Certification requirements may vary by Partner level.
• Training materials remain the intellectual property of SMEBase.
• Certification does not create any employment relationship.
• SMEBase may update certification requirements at any time.

Partners are expected to maintain high professional standards when representing SMEBase.

Partners should:

• Respond promptly to customer enquiries.
• Provide accurate information.
• Maintain professional conduct.
• Escalate technical issues where appropriate.
• Protect customer confidentiality.
• Act in the best interests of customers.

SMEBase reserves the right to review Partner performance and provide recommendations for improvement where appropriate.

Partners must comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

Where a Partner processes personal information on behalf of customers, the Partner is responsible for ensuring that such processing is lawful.

• Personal information must be kept secure.
• Access should be restricted to authorised personnel.
• Security incidents should be reported promptly.
• Customer information must not be shared without appropriate authority.

Where applicable, additional Data Processing Agreements may be required.

Partners agree to conduct business honestly, fairly and ethically.

Partners must comply with all applicable anti-bribery and anti-corruption legislation, including the UK Bribery Act 2010.

Partners must not:

• Offer or accept bribes.
• Provide unlawful inducements.
• Misrepresent SMEBase products or services.
• Engage in fraudulent or deceptive business practices.

Any breach of this section may result in immediate termination of the Partner Agreement.

To the fullest extent permitted by law, Diligent Technology Group shall not be liable for:

• Indirect or consequential losses.
• Loss of profits.
• Loss of business opportunities.
• Loss of goodwill.
• Loss of anticipated savings.
• Business interruption.
• Loss or corruption of data.

Our total liability arising under this Agreement shall not exceed the total commission paid to the Partner during the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in this Agreement excludes liability for fraud, fraudulent misrepresentation or any liability that cannot legally be excluded.

SMEBase reserves the right to suspend a Partner's participation in the Partner Programme where it reasonably believes that the Partner has breached this Agreement or acted in a manner that may damage the reputation of SMEBase.

Grounds for suspension include, but are not limited to:

• Failure to comply with this Agreement.
• Fraudulent or misleading sales activities.
• Failure to meet legal or regulatory requirements.
• Misuse of SMEBase branding.
• Failure to protect confidential information.
• Non-payment of monies owed to SMEBase where applicable.

During suspension, SMEBase may temporarily disable access to the Partner Portal and suspend commission payments until the matter has been resolved.

Either party may terminate this Agreement by providing thirty (30) days' written notice unless otherwise agreed.

SMEBase may terminate this Agreement immediately where the Partner:

• Commits a material breach of this Agreement.
• Acts fraudulently or unlawfully.
• Seriously damages the reputation of SMEBase.
• Enters liquidation, bankruptcy or insolvency.
• Ceases trading.

Upon termination:

• Access to the Partner Portal may be removed.
• The Partner must stop using SMEBase branding.
• Confidential information must be returned or securely destroyed where requested.
• Outstanding eligible commissions will be processed in accordance with this Agreement.

During the term of this Agreement and for twelve (12) months following its termination, neither party shall knowingly solicit for employment any employee of the other party who has been directly involved in the Partner relationship, unless prior written consent has been obtained.

Nothing in this section prevents either party from recruiting through general advertising or public recruitment campaigns not specifically targeted at the other party's employees.

This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales.

Any dispute arising from or relating to this Agreement shall be subject to the exclusive jurisdiction of the Courts of England and Wales.

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

For questions regarding the SMEBase Partner Programme or this Agreement, please contact: