Partner Agreement

"AGICY" means the AGICY project / brand operator of agicy.ai. Planned Cyprus Cap. 113 vehicles, including the target HoldCo AGICY Holdings Ltd, are target / not yet formed — no incorporation claim or HE number is asserted here. AGICY is planning sovereign AI compute infrastructure in Cyprus (Vasilikos campus pre-construction; Copperway EU gateway path available today).

"Partner" means the entity or individual accepted into the AGICY Channel Partner Programme following completion of the registration process and approval by AGICY.

"Referral" means a prospective AGICY client introduced by the Partner through use of the Partner's unique referral code, tracked via the AGICY digital attribution system.

"Commission" means the cash percentage of applicable referred revenue payable to the Partner in accordance with the channel rate card (model SSOT) and the Partner's approved schedule — not an equity entitlement.

"Strategic Consideration Pool" means a counsel-approved, discretionary warrant or advisory consideration process for invited top partners. Invitation or eligibility review does not create a right to warrants, shares, or any percentage of a client's Class D allocation. Terms, if any, are TO-APPROVE and documented in a separate schedule or side letter.

"Referral Code" means the unique alphanumeric code assigned to each Partner for tracking client attribution via URL parameters and cookies.

"ACV" means Annual Contract Value, calculated as the monthly subscription price multiplied by twelve (12).

Partners are classified into the following tiers based on their business relationship with AGICY:

2.1 L1 — Wholesale Partner (Cybersecurity & MSP)

designed for ISO 27001 cybersecurity firms, managed service providers, and systems integrators who purchase AGICY compute capacity at wholesale rates and resell to their enterprise client base. Qualification requires: (a) targeting ISO 27001 certification; (b) NIS2/DORA advisory capability; (c) minimum 50 enterprise clients in EU/EEA jurisdictions; (d) dedicated sales team.

2.2 L2 — Referral Partner (Agency & Consultancy)

Web development agencies, digital consultancies, AI integration firms, and technology advisors who refer clients to AGICY. Clients referred by L2 Partners receive an exclusive 5–10% discount on their compute subscriptions (depending on Partner tier). The Partner receives a recurring commission from AGICY's own margin, meaning the client discount is fully subsidized by AGICY.

2.3 Strategic Warrant / Advisory Eligibility (TO-APPROVE)

Top partners may be invited to a counsel-approved strategic warrant or advisory consideration pool; not guaranteed; separate from cash commission. Crossing any performance tier means eligibility for review only — application does not equal a grant. Measurable gates (for example qualified referred SRAs/MSAs that execute, paid attributed revenue, and compliance standing) are TO-APPROVE and will not be published as invented quotas until Growth and Legal lock them.

Class D distinction: Class D warrants under SRA/MSA Schedule D (Option A offtake ladder) are issued to the client Holder as customer-acquisition / offtake alignment instruments. They are not affiliate rewards and are not shared with referrers as a percentage kickback. Former "warrant commission on client Class D" language is RETIRED and is not a live term.

Channel commissions follow the institutional BP SSOT. Former Bronze→Platinum 15–20% recurring ladders are RETIRED and are not a live payout schedule. Rates above this card are TO-APPROVE only.

Commissions are calculated on the applicable basis above (excluding VAT and one-time setup fees unless the partner schedule states otherwise). Commission payments are strictly contingent upon AGICY's receipt of cleared funds from the Referred Client. Payout cadence, minimums, and clear periods are as set in the approved partner schedule (TO-APPROVE until counsel lock). If the Referred Client delays payment, defaults, or fails to pay, the Partner's commission for that billing period is similarly delayed or forfeited. AGICY assumes no liability for commissions on unpaid invoices.

3.1 Illustrative Commission Examples (model SSOT)

L1 Wholesale Partners purchase compute at wholesale rates and set their own resale pricing. Wholesale discount bands (if any) are TO-APPROVE and distinct from L1/L2 affiliate commission rates.

AGICY employs a digital-first attribution system:

4.1 Referral Codes. Each Partner receives a unique referral code (e.g., CYBERFORCE-CYPRUS-H6IT). When a prospective client visits agicy.ai via a URL containing the Partner's code (?ref=CODE), a first-party cookie is set with a thirty (30) day expiry.

4.2 First-Touch Attribution. The first referral code captured is the one attributed. Subsequent referral codes do not overwrite the original attribution. This ensures fair credit to the Partner who made the initial introduction.

4.3 UTM Campaign Tracking. Partners may use UTM parameters (utm_source, utm_medium, utm_campaign) for campaign-level attribution. UTM tracking uses last-touch attribution.

4.4 Form Attribution. When a referred prospect completes any AGICY conversion form (Compute Voucher, SRA Execution, or Investor Application), the referral code and UTM data are automatically captured and stored alongside the application record.

4.5 Partner Portal. Partners may access their real-time attribution data, referral statistics, and commission calculations via the AGICY Affiliate Dashboard at /dashboard/affiliate.

5.1 Accurate Representation. Partners shall accurately represent AGICY's services, pricing, and capabilities. Partners shall not make commitments on AGICY's behalf, offer unauthorised discounts, or misrepresent AGICY's regulatory status.

5.2 Compliance. Partners shall comply with all applicable laws and regulations, including GDPR, the EU AI Act, and local data protection legislation in their jurisdiction of operation.

5.3 Exclusivity. This agreement is non-exclusive. Partners are free to promote competing products and services. AGICY reserves the right to engage multiple partners in the same territory.

5.4 Brand Guidelines. Partners using AGICY trademarks, logos, or co-branded materials shall adhere to the AGICY Brand Guidelines (available via the Partner Portal). All co-marketing materials require prior written approval from AGICY.

5.5 Confidentiality. Partners shall treat all pricing information, commission structures, client data, and business intelligence shared by AGICY as confidential. This obligation survives termination of this agreement.

5.6 Marketing Restrictions. Partners are strictly prohibited from: (a) bidding on AGICY trademarked keywords in search engine marketing; (b) engaging in unsolicited email marketing (spam) or deceptive advertising practices; (c) making unauthorised claims, guarantees, or warranties regarding AGICY's services; and (d) creating domains or social media accounts that impersonate AGICY.

6.1 Commission Payments. AGICY shall pay all earned commissions within thirty (30) calendar days of the Referred Client's invoice settlement. Payments are made via bank transfer to the account specified in the Partner's registration.

6.2 Partner Support. AGICY shall provide: (a) access to the Affiliate Dashboard with real-time referral tracking; (b) co-branded marketing materials and white-label assets; (c) dedicated partner manager for Gold and Platinum tier partners; (d) quarterly business reviews for Silver tier and above.

6.3 Deal Registration Protection. AGICY operates a ninety (90) day deal registration window. Once a Partner registers a prospective client, no other Partner may claim attribution for that client during the registration period.

6.4 Client Satisfaction. AGICY retains full responsibility for service delivery, SLA compliance, and client satisfaction. Partners are not responsible for platform performance or availability.

7.1 Term. This agreement is effective from the date of Partner approval and continues for an initial period of twelve (12) months, automatically renewing for successive twelve-month periods unless either party provides sixty (60) days written notice of non-renewal.

7.2 Termination for Cause. Either party may terminate this agreement immediately upon written notice if the other party: (a) commits a material breach that is not remedied within thirty (30) days of notice; (b) becomes insolvent or enters administration; or (c) engages in conduct that brings the other party into disrepute.

7.3 Termination for Convenience. AGICY reserves the right to terminate this agreement for convenience, for any reason or no reason, by providing the Partner with thirty (30) days written notice.

7.4 Effect of Termination. Upon termination: (a) all pending commissions for Referred Clients acquired prior to termination shall be paid out for the remaining commission duration per the Partner's tier; (b) the Partner's referral code shall be deactivated; (c) co-branded materials must be withdrawn from use within thirty (30) days.

8.1 GDPR Compliance. Both parties shall comply with the General Data Protection Regulation (EU) 2016/679. AGICY acts as the data controller for client application data. Partners act as independent controllers for their own client relationship data.

8.2 Referral Data. AGICY collects the following data through its referral attribution system: referral codes, UTM parameters, IP addresses, user agent strings, and form submission timestamps. This data is processed on the lawful basis of legitimate interest (attribution and commission calculation).

8.3 Cookie Consent. AGICY's referral tracking cookies are classified as strictly necessary for the performance of the Partner Agreement and do not require separate consent under the ePrivacy Directive. Partners shall not use AGICY's referral system to track individuals without a lawful basis.

9.1 Governing Law. This agreement shall be governed by and construed in accordance with the laws of the Republic of Cyprus.

9.2 Dispute Resolution. Any dispute arising out of or in connection with this agreement shall first be resolved through good-faith negotiation. If unresolved within thirty (30) days, the dispute shall be referred to arbitration under the rules of the Cyprus Chamber of Commerce and Industry (CCCI), with the seat of arbitration in Limassol, Cyprus.

9.3 Language. The governing language of this agreement is English. Where translations are provided, the English version shall prevail in case of conflict.

10.1 Entire Agreement. This agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and representations.

10.2 Amendment. AGICY may amend this agreement with sixty (60) days written notice to the Partner. Continued participation in the Partner Programme after the amendment effective date constitutes acceptance.

10.3 Assignment. Neither party may assign this agreement without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of substantially all assets.

10.4 Force Majeure. Neither party shall be liable for failure to perform obligations caused by events beyond its reasonable control, including but not limited to acts of government, natural disasters, pandemics, or sanctions.