Commission Partner Agreement

This commission partner agreement (hereafter: the “Agreement") sets out the conditions that must be met by a company in order to act as a commission partner of Teamleader and to be rewarded for bringing in new customers.

Throughout this Agreement we will refer to ourselves as “TEAMLEADER”, “We” and “Us”.

TEAMLEADER has developed and is the owner of two online software solutions which facilitate work management and cooperation:

• The ‘Teamleader Focus’ Software as a Service (SaaS) web and mobile application (hereafter: “Teamleader Focus”). A non-exhaustive overview of the functionalities of the Application can be found on https://www.teamleader.eu/.
• The Teamleader Orbit Software as a Service (SaaS) application (hereafter: “Teamleader Orbit”). A non-exhaustive overview of the functionalities of the Application can be found on https://www.teamleader.eu/orbit.

Teamleader Focus and Teamleader Orbit are hereinafter jointly referred to as the “Solutions”.

In this Agreement, the following concepts shall have the meaning described in this article (when written with a capital letter):

Our commission model is pretty straight-forward. There are three options:

• The Commission Partner passes on Prospects to TEAMLEADER and schedules a first sales meeting. After TEAMLEADER establishes that the Prospect is qualified, it seeks to convert the Prospect into an End Customer.

This type of Commission Partner is hereafter referred to as “Deal Passing Partner”.

• The Commission Partner convinces a Prospect, through its promotional and marketing efforts, to obtain a Subscription (in most cases after completing the Commission Partner’s Order Form), hereby converting the Prospect into an End Customer.

This type of Commission Partner is hereafter referred to as “Commission Sales Partner”.

• The Commissioning Partner does everything outlined in (ii), and in addition is responsible for onboarding, training, support and implementation to the End Customer.

This type of Commission Partner is hereafter referred to as “Commission Service Partner”.

The Commission Partner receives a Commission for its promotional efforts. The exact Commission depends on the type of Commission Partner. Please refer to Annex I in this regard.

If you wish to join TEAMLEADER’s network of Commission Partners you must apply via this page.

If TEAMLEADER believes there’s a fit, it will provide the candidate with login details for its partner portal. On this portal, the candidate will then have to complete a number of mandatory training courses. Anyone who successfully completes this certification procedure will be granted the right to act as a certified Commission Partner.

Through this Agreement, TEAMLEADER and the Commission Partner formalize the terms and conditions of their commercial relationship.

Hereafter, TEAMLEADER and the Commission Partner may individually be referred to as a "Party" and jointly as the "Parties".

This Agreement contains the entire Agreement and understanding between the Parties and completely supersedes and replaces any and all prior or contemporaneous proposals, communications, statements, agreements, understandings and representations between the Parties, whether written or oral, concerning the subject matter hereof. Any amendment to this Agreement, as well as any additions or omissions, can only be agreed in writing with the mutual consent of the Parties and shall be attached to this Agreement. The Commission Partner expressly rejects the applicability of its own terms and conditions.

The Agreement cannot be construed as (i) an appointment of the Commission Partner as agent, broker or representative of TEAMLEADER or (ii) granting the Commission Partner or anyone acting on the Commission Partner’s behalf any authority, explicitly or implied, to negotiate, conclude, engage in or undertake any obligations or agreements in any form whatsoever on behalf of TEAMLEADER. The relationship between TEAMLEADER and the Commission Partner is that of independent contractors only, and is NOT employer – employee, partner, principal – agent or joint venture.

In any case, the Commission Partner must:

• comply with reasonable guidance from TEAMLEADER;
• comply with all laws and regulations;
• at all times refrain from engaging in any illegal, unfair or deceptive trade practices or unethical business practices whatsoever with respect to the services (including but not limited to the marketing and support services) it offers in the scope of this Agreement;
• conduct its operations in such a manner that the name and reputation of TEAMLEADER and/or its Solutions shall not suffer thereby;
• promptly notify TEAMLEADER of any breach of the Commission Partner’s obligations under the Agreement or any matter which may impact on the Commission Partner’s ability to perform its obligations under the Agreement.

Commission Partner has the right to market and promote either one or both Solutions to Prospects. This right is limited, non-exclusive, non-transferable and revocable.

• Limited:

Commission Partner may only market and promote the Solution(s) within the agreed territory and towards the relevant target audience as clearly indicated in TEAMLEADER’s marketing materials.

Commission Partner is to market TEAMLEADER’s Services to Prospects with explicit reference to the Price Modules.

• Non-exclusive:

TEAMLEADER is free to appoint as many Commission Partners as it wants. TEAMLEADER remains free to market and promote the Solution(s) to End Customers itself.

• Non-transferable:

Commission Partner is not allowed to assign or sub-contract its engagements and obligations under this Agreement to a third party.

• Revocable:

TEAMLEADER retains the right to revoke the Commission Partner’s authorization to market and promote the Solution(s) both for convenience and for cause, as stipulated in Article 7 of the present Agreement.

Commission Partner shall exert its best efforts and resources to detect prospects among and outside its customer network for the purpose of marketing and promoting the Solution. The Commission Partner shall represent the Solution(s) fairly and avoid misleading unethical business practices.

The Commission Partner is encouraged to make use of the marketing, promotional and informative materials as provided by TEAMLEADER. The Commission Partner shall undertake all reasonable efforts to avoid conflicts with the marketing policy of TEAMLEADER and other TEAMLEADER commission and distribution channel partners. The Commission Partner will identify in good faith other appropriate opportunities for marketing and promotion of the Solution(s), to be mutually agreed by the Parties, and will conduct the agreed marketing activities.

The Commission Partner expressly agrees not to use the name TEAMLEADER in any paid advertising, promotion or marketing via Google Ads, Bing Ads, LinkedIn, Facebook or any similar search engine (including, but not limited to bidding on the keyword ‘Teamleader’), without TEAMLEADER's prior written consent. TEAMLEADER may, at its discretion, determine when such practice is contrary to the image and goodwill of TEAMLEADER and its Solutions and, consequently, prohibit such marketing activities. In addition, the Commission Partner agrees that any other planned marketing communication using the TEAMLEADER name and/or logo will first be submitted to TEAMLEADER and may not be published without TEAMLEADER's prior written consent, which shall not be unreasonably withheld. The Commission Partner shall not falsely create the impression in its marketing communications that it is a TEAMLEADER entity.

The Commission Partner will always clearly communicate towards prospects and End Customers that the Solutions are products developed by TEAMLEADER. In addition, the Commission Partner is expressly prohibited to remove or in any way adjust any TEAMLEADER Company Marks on the Solutions.

In the case of Commission Service Partners, the Commission Service Partner shall be the End Customer’s central point of contact for support. The Commission Service Partner should make all necessary efforts to be available to the End Customer during regular business hours and to respond to any questions as soon as reasonably possible.

The Commission Service Partner shall employ and maintain at all times the necessary personnel with specialized knowledge and technical training regarding the Solution(s) required to reasonably and efficiently respond to questions of End Customers and to demonstrate the Solution(s) to End Customers.

Under no circumstances may the Commission Service Partner pass on End Customers' support questions to TEAMLEADER without making any effort to answer such questions itself, nor simply refer the End Customer to TEAMLEADER’s support desk.

TEAMLEADER shall, in any case, remain responsible for providing second-line support to Commission Service Partner as reasonably requested. However, TEAMLEADER shall have no obligation to provide (first-line) support to End Customers associated with Commission Service Partner. TEAMLEADER retains the right to redirect End Customers to the relevant Commission Service Partner.

TEAMLEADER shall use best efforts to assist Commission Partner in executing this Agreement and shall provide Commission Partner with sufficient information concerning TEAMLEADER’s Services.

In this regard, TEAMLEADER shall provide training to Commission Partner’s personnel through tutorials and several tests, which the Commission Partner’s personnel must follow as part of the Commission Partner’s obligations under this Agreement.

If TEAMLEADER accepts a Prospect’s order, TEAMLEADER shall activate the Prospect’s Subscription within a commercially reasonable period of time.

In the event TEAMLEADER rejects the Prospect’s order, TEAMLEADER shall indicate the reasons for rejection and, where appropriate, Commission Partner shall no longer promote the Solution(s) to such Prospect.

TEAMLEADER offers no guarantees regarding uptime of the Solutions. The Solutions are offered as available. In the event of problems with the availability of its Solutions, TEAMLEADER undertakes its best effort to solve such issues as soon as reasonably possible without giving any guarantee. In any case and where appropriate, TEAMLEADER shall be free to determine what is to be considered an adequate solution in this respect.

TEAMLEADER wishes to keep the quality of the Solutions high by performing maintenance activities and implementing updates on a regular basis. TEAMLEADER may suspend or limit access to the Solutions for the duration of any scheduled or unscheduled downtime or unavailability of any portion or all of the Solutions for any reason, including as a result of power outages, system failures, maintenance, upgrades or other interruptions. TEAMLEADER undertakes to minimize the impact of such maintenance activities and updates on the availability of the Solutions but does not exclude any downtime in this respect. In any case TEAMLEADER undertakes its best effort to inform the Commission Partner thereof in due time, unless this is impossible or not useful.

TEAMLEADER shall be responsible for (i) invoicing the End Customers, (ii) collecting payment from its End Customers, and (iii) paying the agreed Commission as set forth in Annex I (for Teamleader Focus) or Annex II (for Teamleader Orbit) to the Commission Partner.

Payment by TEAMLEADER shall be done in euro within sixty (60) days of TEAMLEADER's receipt of the Commission Partner’s invoice.

In the event that TEAMLEADER disputes any invoice, TEAMLEADER shall state in writing its reason for withholding any or all of the payments requested by the Commission Partner within a reasonable period of time, in no event exceeding thirty (30) calendar days as from the day of the receipt of Commission Partner’s invoice. In the event that the dispute is not resolved within forty-five (45) days of receipt of the invoice, TEAMLEADER shall be permitted to withhold the portion of the invoice that is in dispute, until the matter is resolved.

The Agreement shall be effective as soon the Commission Partner expressly agrees to the terms in this document via electronic means.

The Agreement is of indefinite duration and shall remain in effect as long as it is not terminated in accordance with the conditions set out below.

Each Party has the right to terminate the Agreement for convenience at any time and without compensation upon the provision of prior written notice of:

• Fourteen (14) calendar days, in the event the Agreement is terminated within the first three (3) months following the effective date;
• One (1) month, in the event the Agreement is terminated during months four (4) to twelve (12) following the effective date;
• Three (3) months, in the event the Agreement is terminated during months thirteen (13) to thirty-six (36) following the effective date;
• Six (6) months, in the event the Agreement is terminated as of month thirty-seven (37) following the effective date.

The notice period starts to run on the first day of the month following the date of delivery of the notice. The parties may agree on a different notice period by mutual agreement.

Notwithstanding any provisions to the contrary in this Agreement, both Parties are entitled to terminate this Agreement for cause at any time and without legal intervention in the following cases:

(i) A Party materially breaches any of the provisions of this Agreement or commits gross negligence or willful misconduct.

The defaulting party must first be reminded in writing and given the opportunity to rectify the situation and, if possible, to prevent such a breach or breaches from occurring in the future. If the defaulting Party fails to comply with such a request within thirty (30) days following the receipt of such a written warning, the Agreement may be terminated, without prejudice of the other Party to claim from the defaulting Party an additional compensation as a result of this contractual breach.

Where possible, TEAMLEADER will first inform the Commission Partner in writing of its intention to terminate the cooperation and the reason for doing so. The Commission Partner can be given the opportunity to change its conduct, improve its efforts or to remedy the infringement within a reasonable period following such notice.

(ii) Exceptional circumstances make it impossible to continue any professional cooperation between TEAMLEADER and the Commission Partner.

Parties agree that the following circumstances should be considered as ‘exceptional circumstances’:

• The Commission Partner has become insolvent or has been declared bankrupt, has been dissolved or entered into liquidation, or has filed a voluntary petition for proceedings in temporary relief (or composition) of creditors;
• There is a material change in the Commission Partner’s management, business, assets or shareholdings or the Commission Partner is confronted with a change of control, as defined in Article 1:14 of the Belgian Companies and Associations Code;
• A security incident or other disaster with the Commission Partner has impacted the Solution(s) or the security of End Customer data;
• Force majeure or hardship which continues for an uninterrupted period of more than three (3) months following the moment on which the Party, which is confronted with this force majeure, notifies the other Party thereof (such as but not limited to: abnormal and unforeseeable circumstances, fire, flood, strikes, labor disputes or other industrial disturbances, (declared or undeclared) war, embargoes, threat and acts of terrorism, legal restrictions, riots, insurrections, governmental regulations and novelty of the Solution(s) or Website or other unanticipated Solution(s) and/or Website development problems.

In the event of such termination, notified in writing, the Agreement will be automatically terminated without a period of notice or compensation and without prejudice to the right of compensation.

Upon termination of this Agreement (for whatsoever reason) and unless expressly agreed otherwise in writing between Parties:

• The rights granted to Commission Partner under this Agreement shall terminate;
• Commission Partner shall immediately cease all marketing and distribution of TEAMLEADER’s Services, and shall in no way whatsoever pretend to be TEAMLEADER’s Commission Partner.
• Each Party (as receiving Party) shall immediately return to the other Party (as disclosing Party) all Confidential Information (of the disclosing Party) it has in its possession or under its control or certify in writing to the disclosing Party that all such Confidential Information has been destroyed;
• Where applicable, Commission Partner shall immediately return to TEAMLEADER any marketing and promotional materials and/or documentation supplied by TEAMLEADER which are in Commission Partner’s possession or under its control;
• Commission Partner shall immediately cease all display, advertising and use of TEAMLEADER’s company marks and, thereafter shall not use, advertise or display any trademark, trade name, logo or designation or any part thereof which is similar to or likely to cause confusion with TEAMLEADER’s Company Marks.

For the avoidance of doubt, termination of the Agreement for convenience in accordance with Article 7.2 shall not affect the Commission Partner’s right to (the remaining part of) the Commission and/or the kickback fee under this Agreement.

TEAMLEADER may introduce new functionalities and/or alter existing functionalities without prior notice to the Commission Partner, including revising the user interface, features, and general functionality of the Solutions as part of improvements or other necessary changes to the Solutions. TEAMLEADER also has the right, in its sole discretion, to discontinue some or all of the functionalities of the Solutions.

In the event TEAMLEADER has the intention of amending its Price Modules, it shall notify the Commission Partner thereof in advance.

Except as expressly provided in this Agreement, TEAMLEADER makes no warranty to the Commission Partner, the End Customers or any other party, and hereby expressly disclaims all warranties, whether express or implied, with respect to the website, the Solutions, TEAMLEADER’s Services or any maintenance or support services, including but not limited to warranties of merchantability, of quality, of fitness for a particular purpose, of absence of hidden defects, and any warranty that may arise from course of performance, by reason of usage or trade or course of dealing. In no event does TEAMLEADER warrant that the Website or the Solutions, will operate without interruption, or will be free of defects, or not vulnerable to intrusion or attack.

The Commission Partner shall be responsible for any warranty it extends either directly or indirectly, expressly or by operation of law, beyond the warranty expressly granted in this section.

TEAMLEADER is in no way liable for any indirect damages. Indirect damages are any kind of consequential damages, lost profits, financial or commercial losses, increasing the overall costs, increased personnel costs, damages for loss of clients and/or potential. This list is only indicative and certainly not exhaustive.

The Commission Partner shall be liable for any damage suffered by TEAMLEADER, its personnel and/or third parties and which is caused by the Commission Partner, without prejudice to any other rights and remedies of TEAMLEADER.

Commission Partner shall indemnify and/or hold harmless TEAMLEADER, its officers, directors, employees and agents from and against all claims of whatever nature that might arise from the existence, implementation and/or termination of this Agreement and which have been caused by its own negligence, fault or carelessness or by any of its affiliates and/or staff.

TEAMLEADER’s liability shall be limited to the lower of the following two amounts: (i) the average Commission paid to the Commission Partner during the last two (2) quarters , or (ii) the amount of the payment of the insurance policies entered into by TEAMLEADER and in any case be limited to the liability mandatory under Belgian law.

Each Party shall protect against any uncertified disclosure of the information and data of the other Party (or its agents or subcontractors) which is indicated to be confidential or proprietary or which by its nature is confidential or proprietary (“Confidential Information”) by using all necessary measures and at least the same degree of care as it takes to preserve and protect its own Confidential Information.

The receiving Party agrees that disclosure and receipt of the Confidential Information shall oblige the receiving Party not to use (and to procure that its employees, agents, representatives and any other third parties do not use) the Confidential Information except to perform its obligations hereunder. Each Party shall promptly advise the other Party in writing of any misappropriation or misuse of Confidential Information of the other Party of which the notifying Party becomes aware.

A receiving Party shall not be required to treat as confidential any information which:

• can be proven to the reasonable satisfaction of the disclosing Party to be already in its possession;
• becomes publicly available other than as a result of any breach of this Agreement by the receiving Party;
• can be proven to the reasonable satisfaction of the disclosing Party to be independently developed by the receiving Party;
• which is lawfully obtained from any third party without restriction on disclosure.

Except as expressly provided elsewhere in this Agreement, Parties agree that the terms and conditions of this Agreement shall be treated as Confidential Information and that no reference to the terms and conditions of this Agreement can be made in any form without the prior written consent of the other Party.

Either Party may disclose any Confidential Information: (i) as required by any court or other governmental body solely to such body under a protective order; (ii) in confidence to legal, financial and accounting advisors and affiliates of the Parties; and (iii) in confidence, in connection with the enforcement of this Agreement.

Without prejudice to Article 10, the Commission Partner commits in any case – whenever the Confidential Information concerns Personal Data – to Process these Personal Data in a proper and careful way, as well as in accordance with the Privacy Legislation and other applicable rules concerning the Processing of Personal Data.

In this context, the Commission Partner commits to take suitable, technical and organizational measures to secure such Personal Data in an adequate way and keep it secured against loss or any form of uncareful, unprofessional or unlawful use of Processing, whereby the state of the art will be taken into account.

In case the Commission Partner fails to take suitable technical and organizational security measures and subsequently neglect to take suitable measures within a reasonable time set forth by TEAMLEADER, TEAMLEADER is entitled – without prejudice to its other rights as set out in this Agreement and/or the law - to execute the aforementioned measures itself or to appeal on a third party for the execution thereof at the expense of the Commission Partner.

The Commission Partner shall not be entitled to engage a third party for the Processing of Personal Data, nor to transfer Personal Data to a third party without prior written consent of TEAMLEADER. In case of prior written approval of TEAMLEADER, the Commission Partner makes sure that the third party in question has at least the same obligations as described in this Agreement.

With regard to the contact data of Prospects received by the Commission Partner from Teamleader, the Commission Partner acknowledges that it is acting in the capacity of "Data Processor" for the sole purpose of promoting Teamleader’s Services towards Prospects on behalf of Teamleader. In this context, the Commission Partner enters into Teamleader's Data Processing Agreement (DPA) which is an integral part of this Agreement. The Commission Partner agrees not to use this contact data for its own commercial purposes nor to retain it longer than necessary to achieve the aforementioned purpose, unless Commission Partner can rely on a lawful basis for such data processing in accordance with the Data Protection Legislation (e.g. consent or legitimate interest).

The terms “Personal Data”, “Processing” and “Data Processor” shall have the meaning given to them in the Data Protection Legislation.

TEAMLEADER exclusively owns and retains all right, title, interest in and to, and ownership of all Intellectual Property Rights in or pertaining to TEAMLEADER’s Services, the Solutions, the Software, the Website and all the documentation and materials pertaining or relating thereto (including any copies and portions thereof), whether in machine readable or printed form, including, without limitation, (i) all software, documentation and materials which are related to TEAMLEADER’s Services, the Solutions, the Website and any Documentation, (ii) all modifications to, and derivative works, compilations or collective works of, TEAMLEADER’s Services and documentation, and (iii) all related technical know-how and all rights (including Intellectual Property Rights) therein. Commission Partner agrees to be bound by and observe the proprietary nature of TEAMLEADER’s Services and documentation.

Nothing provided in this Agreement permits Commission Partner to, nor allows an End Customer to, except as may be allowed by any applicable law which is incapable of exclusion by Agreement between the Parties: (i) decompile, disassemble, reverse engineer the Software; (ii) use the Website, Solutions and/or Software in any manner that extends or is broader than the license terms and conditions granted herein.

TEAMLEADER shall have and retain sole ownership of the Company Marks, including the goodwill pertaining thereto. Commission Partner shall be obliged to use the Company Marks for the purpose of commercializing TEAMLEADER’s Services under this Agreement and in the manner set forth in the (style) guidelines provided by TEAMLEADER from time to time and subject to and consistent with the terms and conditions of this Agreement. For this purpose only and during the term of this Agreement, Commission Partner is granted a personal, limited, non-exclusive, non-transferable, non-assignable license to use the TEAMLEADER logo, without the right to sublicense solely in connection with and solely to the extent reasonably necessary for the marketing, distribution, and support of TEAMLEADER’s Services. All use of the Company Marks by Commission Partner inures to the sole benefit of TEAMLEADER. Under no circumstances may Commission Partner utilize the Company Marks except in conjunction with its obligations and engagements under the present Agreement.

TEAMLEADER may refer to or identify Commission Partner in any advertising or publicity releases or promotional or marketing correspondence to third parties, without prior written consent of the Commission Partner. For this specific purpose and for the duration of this Agreement, Commission Partner grants TEAMLEADER a personal, limited, non-exclusive, non-transferable, non-assignable license to use the logo and/or trademark of Commission Partner.

Terms of Service. The Terms of Service shall also apply to the relation between Commission Partner and TEAMLEADER. By entering into this Agreement with TEAMLEADER, Commission Partner accepts the Terms of Service. In case of contradiction between the Terms of Service and this Agreement, the provisions of this Agreement shall prevail.

Assignment. Commission Partner may not assign this Agreement or any rights or obligations hereunder, by either operation of law or otherwise, without the prior written consent of TEAMLEADER, which shall not be unreasonably withheld.

Severability. Whenever possible, the provisions of this Agreement shall be interpreted so as to be valid and enforceable under the applicable law. However, if one or more provisions of this Agreement is found to be invalid, illegal or unenforceable (in whole or in part), the remainder of the provision and of this Agreement shall not be affected and shall continue in full force and effect as if the invalid, illegal or unenforceable provision(s) had never existed. Moreover, in this case the Parties shall amend the invalid, illegal or unenforceable provision(s) or any part thereof and/or agree on a new provision which embodies as closely as possible the purpose of the invalid, illegal or unenforceable provisions. If Parties do not reach an agreement, then the competent court may mitigate the invalid provision to what is (legally) permitted.

Headings. The headings of this Agreement, along with its Annexes, are for convenience only, and shall not in any way limit or affect the meaning or interpretation of any terms hereof.

Waiver. The (repeated) non-enforcement of any right by TEAMLEADER can only be regarded as tolerance with regard to a specific condition, and shall not waive the right of TEAMLEADER to invoke this at a later time.

Netting. In accordance with the Belgian Act on Financial Collaterals of 15 December 2004, TEAMLEADER and the Commission Partner shall mutually compensate and set off automatically and lawfully all existing and future debts towards each other. This means that in the permanent relationship between TEAMLEADER and the Commission Partner only the largest receivable shall ever remain on balance. In any event this set-off shall be enforceable against any trustee in bankruptcy and other joint creditors, who will therefore not be able to object to the set-off performed by TEAMLEADER and the Commission Partner.

Applicable law. All issues, questions and disputes concerning the validity, interpretation, enforcement, performance or termination of this Agreement shall be governed by and construed in accordance with the Belgian law, without giving effect to any other choice of law or conflict-of-law rules or provisions (Belgian, foreign or international) that would cause the laws of any other jurisdiction than Belgium to be applicable.

Jurisdiction. Any dispute concerning the validity, interpretation, enforcement, performance or termination of this Agreement shall be submitted to the exclusive jurisdiction of the courts where TEAMLEADER has its registered office. Parties are, however, committed to resolve disputes as much as possible in mutual consent.

This Annex is only applicable to Commission Partners promoting the Teamleader Focus tool.

In terms of Commission received, a distinction is made between (i) Deal passing partners and (ii) Commission Sales Partners.

In accordance with the provisions of this Agreement, the following Commission shall be granted to Deal Passing Partners:

• If the passing and qualification of the Prospect is accepted by TEAMLEADER and the Deal Passing Partner successfully plans a first sales meeting: €100 one-time fee;
• If TEAMLEADER succeeds in converting the Prospect into an End Customer: 10% of the Subscription fee paid by the End Customer to TEAMLEADER for year 1 of the TEAMLEADER Contract.

The applicable Commissions shall be calculated and communicated to the Deal Passing Partner on a quarterly basis.

In accordance with the provisions of this Agreement the following Commission shall be granted to Commission Sales and Service Partners:

• Year 1 of the TEAMLEADER Contract: 25 % of the Subscription fee paid by the End Customer to TEAMLEADER;
• Year 2 of the TEAMLEADER Contract: 25 % of the Subscription fee paid by the End Customer to TEAMLEADER;
• Year 3 of the TEAMLEADER Contract: 25 % of the Subscription fee paid by the End Customer to TEAMLEADER.

At the end of each calendar quarter or at the latest at the end of the first month of the following quarter, TEAMLEADER shall issue Commission statements to the Commission Partner. Such statements shall contain (i) a breakdown of the Commission that has become due in the previous quarter and (ii) the relevant data on the basis of which the Commission has been calculated. Any Commission shall only be due and payable if such Commission is included in the written statement of that relevant quarter.

Parties expressly agree that the Commission Partner shall only be entitled to the Commission in case the Prospect it referred to TEAMLEADER duly pays for the Subscription in accordance with the Terms of Service.

Upon receipt of the Commission statement, the Commission Partner shall send an invoice to TEAMLEADER. Invoices should be sent by email to payables@teamleader.eu.

All invoices must be issued in the name of Teamleader NV:

Teamleader NV
VAT BE-0899.623.035
Dok-Noord 3A/101
9000 Ghent (Belgium)

In addition to the above Commission, the Commission Sales or Service Partner might receive a kickback fee whereby the kickback fee shall be calculated on:

• the number of yearly Subscriptions of new End Customers introduced by the Commission Sales or Service Partner during one (1) calendar year (with a minimum of four (4)); and
• the ARR range of the referred End Customers.

This kickback fee is calculated at the end of each year (31/12/xxxx) and shall be communicated to the Commission Sales or Service Partner before the end of February of the following year.

Following such communication, the Commission Sales or Service Partner shall invoice the communicated amount to TEAMLEADER, which shall be paid by the latter within sixty (60) days following receipt of the Commission Sales or Service Partner’s invoice.

Without prejudice to the above, the Commission Sales or Service Partner shall only be entitled to invoice such additional kickback fee when it relates to new End Customers with a yearly Subscription.

In the event the Commission Sales or Service Partner is also an End Customer and thus pays for a Subscription, the Commission Sales or Service Partner may be granted the following discount with regard to the price of its Subscription:

• ≥ 4 and < 10 new End Customers per year: 50% discount on the annual Subscription fee;
• ≥ 10 End Customers per year: 100% discount on the annual Subscription fee.

This annex is only applicable to Commission Service Partners promoting the Teamleader Orbit tool. Deal Passing Partners and Commission Sales Partners are expressly excluded from the scope of this Annex.

The following provision replaces in its entirety what is provided for in Article 5.3 of the Agreement:

Teamleader shall be the End Customer’s central point of contact for support. The Commission Service Partner shall pass on all End Customers' support questions to TEAMLEADER’s support desk as soon as possible after receiving them.

Teamleader shall make all necessary efforts to include the Commission Service Partner in all communications with the End Customer.

Teamleader shall be available to the End Customer for support during regular business hours and shall respond to any questions of the End Customer as soon as reasonably possible.

Teamleader shall employ and maintain at all times the necessary personnel with specialized knowledge and technical training regarding the Teamleader Orbit Tool required to reasonably and efficiently respond to questions of End Customers and to demonstrate the Solution to End Customers.

In accordance with the provisions of this Agreement the following Commission shall be granted to Commission Service Partners.

• For Teamleader Orbit leads which are generated and passed on to the Commission Service Partner by Teamleader:

The Commission Service Partner receives a Commission worth 10% of the total value of the TEAMLEADER Contract concluded by the End Customer, either a 1-year or a 3-year Subscription, calculated solely on the basis of the number of Committed User Accounts.

• For Teamleader Orbit leads which are generated by the Commission Service Partner itself:

The Commission Service Partner receives a Commission worth 20% of the total value of the TEAMLEADER Contract concluded by the End Customer, either a 1-year or a 3-year Subscription, calculated solely on the basis of the number of Committed User Accounts.

The Commission Service Partner acknowledges that the Commission is calculated based on the contract value (i.e. summed value of all Committed User Accounts) for which the End User initially commits. Any upgrades (e.g. additional Committed User Accounts) ordered at a later stage by the End Customer will not result in an additional Commission for the Commission Service Partner.

It follows from the foregoing that the Commission Service Partner has every interest in negotiating the highest possible contract value (i.e. number of Committed User Accounts) with the End Customer from the outset.

The Commission Service Partner agrees that it may not allow discounts on the contract value towards the End Customer without first consulting TEAMLEADER (specifically, TEAMLEADER’s partner manager or sales strategy consultant).

The Commission Service Partner acknowledges that any discounts allowed reduce the overall contract value and thus negatively impact the Commission.

The Commission shall be paid to the Commission Service Partner on a yearly basis:

• For 1-year Subscriptions: one-time Commission at the beginning of the initial 1-year Subscription period.
• For 3-year Subscriptions: 1/3 of the Commission at the beginning of the 1st, 2nd and 3rd year of the initial 3-year Subscription period.

In all cases, Commissions shall be calculated and communicated to the Commission Service Partner on a monthly basis.

Parties expressly agree that the Commission Partner shall only be entitled to the Commission in case the Prospect it referred to TEAMLEADER duly pays for the Subscription in accordance with the Terms of Service.

Upon receipt of the confirmation by TEAMLEADER that the End Customer has paid for the Subscription, the Commission Partner shall send an invoice to TEAMLEADER. Invoices should be sent by email to payables@teamleader.eu.

All invoices must be issued in the name of Teamleader NV:

Teamleader NV
VAT BE-0899.623.035
Dok-Noord 3A/101
9000 Ghent (Belgium)

If the Commission Partner manages to bring in 10 or more new End Customers in a given year (20XX), the Commission will increase for all Subscriptions concluded that year by 5% (respectively to 15% for leads brought in by Teamleader and to 25% for leads sourced by the Commission Partner itself).

For 1-year Subscriptions, this kickback fee may be granted for 1 year only. For 3-year Subscriptions, this kickback fee can be granted for a maximum of 3 years.

The Commissioning Partner may invoice this additional kickback fee for the first time at the beginning of the year following the year in which the Subscriptions were concluded with the End Customer (20XX+1).

For the avoidance of doubt: Teamleader will recalculate the kickback fee each year. If the Commission Partner fails to bring in 10 or more End Customers in a given year (e.g. 20XX + 2), it will not be entitled to invoice any kickback fee in the following year (i.e. also for Subscriptions from previous years, e.g. from 20XX).

The Commission Service Partner acknowledges that any materials shared by Teamleader in the context of the partnership are considered to be confidential in the sense of article. 10 of the Agreement. This includes, but is not limited to: playbooks, training materials and slide decks.