Partner Portal

Trading partnership between Faire Innovare Ltd, Edusense, and Resilient Leaders Elements Ltd

1. Parties and Definitions

1.1 Supplier: "HF-SeaSense" means the joint trading partnership between Faire Innovare Ltd, Edusense, and Resilient Leaders Elements Ltd, acting collectively as the supplier of the HF-SeaSense human factors, safety culture, and leadership training solutions ("Products").

1.2 Reseller: The party identified in the signature section below.

1.3 End Users: Customers introduced by the Reseller who purchase Products from the Supplier.

1.4 Net Revenue: Fees actually received by the Supplier from End Users, excluding VAT, refunds, chargebacks, or amounts paid to third-party suppliers.

2. Appointment

2.1 The Supplier appoints the Reseller on a non-exclusive basis to market and promote the Products. The Reseller accepts the appointment and agrees to act in the best interests of the HF-SeaSense brand.

2.2 Nothing in this Agreement prevents the Supplier from appointing additional resellers or selling directly to customers.

2.3 This Agreement does not create any agency, employment, partnership, or joint venture between the Parties. The Reseller has no authority to bind the Supplier.

3. Commission and Commercial Terms

3.1 Commission is payable only on sales where the Reseller has made a direct and identifiable introduction and the Supplier has not previously engaged with the customer in the preceding 18 months.

3.2 Commission Rates:

• 30% for inactive Resilient Leaders Consultants (RLCs) or non-RLCs.
• 40% for active RLCs.

3.3 Commission applies to:

• Initial sales.
• Renewal purchases by the same client within 24 months of the first sale.
• Extensions or add-ons where the Reseller was materially involved.

3.4 Commission does not apply where:

• The customer was already in the Supplier's pipeline.
• HF-SeaSense sources the customer independently.
• The Reseller has breached this Agreement.

3.5 Commission is payable within 30 days of the end of the month in which funds are received. The Reseller must issue a valid invoice for payment.

3.6 All pricing is set by the Supplier. The Reseller may not discount, negotiate packages, or publish pricing without written approval.

4. Responsibilities of the Reseller

4.1 Promote the Products with accuracy, integrity, and professionalism.

4.2 Use only Supplier-approved materials, branding, and descriptions.

4.3 Not provide training, consulting, or derivative work that resembles or competes with HF-SeaSense.

4.4 Not engage subcontractors without Supplier approval.

4.5 Immediately disclose any conflicts of interest.

4.6 Comply with all applicable laws, including advertising and data protection.

6. Confidentiality

6.1 Both Parties must keep confidential all commercial, operational, financial, and customer information obtained under this Agreement.

6.2 Confidentiality obligations survive termination.

7. Data Protection (GDPR)

7.1 Each Party acts as an independent controller of any personal data it processes.

7.2 Each Party shall:

• Comply with GDPR and all applicable data protection laws.
• Implement appropriate technical and organisational measures.
• Notify the other Party without undue delay of any data breach relevant to this Agreement.
• Share only the minimum customer data necessary for sales fulfilment.

7.3 No Party may transfer customer data outside the UK/EU without ensuring lawful safeguards.

8. Non-Compete and Non-Solicitation

8.1 During this Agreement and for 12 months after termination, the Reseller must not:

• Develop or promote any human factors or safety culture programme that competes with HF-SeaSense.
• Replicate the methodology, structure, branding, or learning design of HF-SeaSense.
• Solicit or attempt to poach any Supplier clients, consultants, employees, or partners.

9. Liability and Indemnity

9.1 The Supplier's total aggregate liability is limited to the commission paid to the Reseller in the preceding 12 months.

9.2 The Supplier is not liable for:

• Loss of profit, revenue, opportunity, goodwill, or data;
• Indirect or consequential losses.

9.3 The Reseller indemnifies the Supplier against all losses arising from:

• Misrepresentation of the Products;
• Unauthorised use of Supplier IP;
• Breach of confidentiality or data protection obligations.

10. Term and Termination

10.1 This Agreement continues until terminated by either Party with 30 days' written notice.

10.2 The Supplier may terminate immediately if the Reseller:

• Misuses or plagiarises Supplier IP;
• Causes reputational damage;
• Engages in unlawful conduct;
• Breaches confidentiality or data protection obligations.

10.3 Upon termination:

• All rights to use Supplier branding and IP cease immediately;
• Outstanding commission on completed sales remains payable;
• No further commission shall accrue.

11. Governing Law

This Agreement is governed by the laws of England and Wales.

Exclusive jurisdiction lies with the courts of England and Wales.