Partner Network Terms

1. Background

Struan.ai Ltd deploys and manages AI employees for UK SMEs. Partners who refer clients to Struan, or who assist in closing new business, are compensated under the commercial terms set out in this Agreement.

This Agreement sets out the basis on which the Partner may refer prospective clients to Struan, earn commission, and represent Struan’s services in the market.

2. Definitions

Agreement

This Partner Network Agreement, including any schedules attached.

Client

A business introduced by the Partner that enters into a paid contract with Struan.

Discovery

The initial scoping and qualification call with a prospective client to determine fit and scope.

Onboarding Fee

The one-off setup fee charged to a Client per Surge, determined by Struan at the point of sale and varying with complexity.

Monthly Fee

The fixed monthly subscription charged to a Client per Surge.

Registered Lead

A prospective client submitted by the Partner through the lead registration process and confirmed by Struan in writing.

Surge

A role-based AI employee deployed and managed by Struan, as described in Struan’s current role pack documentation.

3. Appointment

• Struan appoints the Partner as a non-exclusive referral partner for the duration of this Agreement.
• The Partner is not an employee, agent, or legal representative of Struan and has no authority to enter into contracts or make commitments on Struan’s behalf.
• Nothing in this Agreement prevents Struan from appointing other partners or engaging directly with any prospective client.

4. Lead Registration and Protection

4.1 How to register a lead

To protect a referral and qualify for commission, the Partner must register the prospective client with Struan before any introductory conversation takes place. Registration is made by email to the Partner’s named Struan contact, including:

• The prospective client’s company name and website.
• The name and role of the primary contact.
• A brief description of the opportunity and likely Surge requirement.

Struan will confirm acceptance or rejection of the registration within 3 business days. A lead will be rejected only if Struan already holds an active relationship or registered lead with that organisation.

4.2 Protection window

Once a lead is accepted and confirmed in writing by Struan, the Partner retains exclusive rights to that referral for 90 calendar days from the date of written confirmation (the “Protection Window”). If the prospective client has not entered into a paid contract with Struan within the Protection Window, the lead registration lapses. The Partner may re-register the lead if Struan confirms it remains uncontracted.

4.3 Commission eligibility

Commission is only payable on leads that have been properly registered and confirmed in writing by Struan before the Client is introduced. Retrospective registrations will not be accepted.

4.4 Exclusivity

This Agreement is non-exclusive. Struan does not grant geographic or sector exclusivity to any partner unless this is agreed separately in writing and signed by both parties. The absence of a written exclusivity agreement means Struan may refer to, or be referred by, other partners in the same market.

5. Commission

5.1 Upfront commission (onboarding fee)

A one-off commission is payable on the onboarding fee collected from each new Client. The rate depends on which party conducts the discovery call:

The onboarding fee varies per Surge depending on complexity, and is determined by Struan at the point of sale.

5.2 Recurring commission (monthly fee)

A recurring commission of 10% of the Monthly Fee is payable for each active Client, for a maximum of 24 consecutive months from the Client’s go-live date. The Monthly Fee varies per Surge depending on the role pack and complexity, and is determined by Struan at the point of sale. Where a Client operates multiple Surges, commission is calculated on the combined Monthly Fee. Recurring commission stops automatically at the end of month 24, or earlier if the Client cancels their subscription, whichever comes first.

5.3 Commission payments

• Commissions are calculated and paid monthly, in arrears, within 30 days of the end of the calendar month in which the relevant fee was collected from the Client.
• Struan will provide a monthly commission statement showing clients active in that period, fees collected, and commission calculated. Payment is made by bank transfer to account details provided by the Partner.
• Commission is paid net of any applicable VAT or withholding taxes. The Partner is responsible for declaring and accounting for commission income in accordance with applicable law.

5.4 Clawback

If a Client requests a refund from Struan and/or cancels their subscription within the first 3 months (90 days) of their go-live date, any upfront commission paid to the Partner in respect of that Client will be subject to clawback. Struan will notify the Partner in writing within 10 business days of a clawback event. The clawback amount will be deducted from the Partner’s next monthly commission payment; if no payment is due, the Partner will repay the amount within 30 days of written demand. No clawback applies to recurring monthly commissions earned after the 90-day window has passed.

6. Partner Obligations

6.1 Accurate representation

The Partner must represent Struan’s services accurately and only as described in Struan’s current materials. The Partner must not make promises, guarantees, or claims about outcomes, timelines, or capabilities that are not expressly set out in Struan’s documentation.

6.2 Qualified referrals

The Partner is encouraged to refer prospective clients that fit Struan’s core profile. A strong referral typically means the prospective client is:

• A UK-based business with 10 to 250 employees.
• Has an accessible, engaged decision-maker (MD, COO, FD, Head of Ops, or similar).
• Has an identified operational challenge that a Surge could address.

Struan will consider referrals that fall outside these criteria. However, Struan reserves the right to decline any referred client where the opportunity does not align with Struan’s scope or commercial priorities, without affecting the Partner’s standing under this Agreement. A declined referral does not trigger any commission entitlement.

6.3 Discovery calls

Where the Partner chooses to conduct the discovery call (and claim the higher 30% upfront commission rate), the Partner must:

• Use Struan’s standard discovery framework, made available to registered partners.
• Capture and share discovery notes with Struan within 2 business days of the call.
• Not commit Struan to any specific deliverable, timeline, or pricing.

Where Struan conducts the discovery call, the Partner remains the registered referrer and retains the right to be present on the call if the prospective client agrees.

6.4 Conduct

The Partner must not engage in any conduct that could damage Struan’s reputation or relationships, including making negative statements about Struan’s services, staff, or competitors in a way that could be attributed to Struan.

6.5 Compliance

The Partner must comply with all applicable laws when referring clients or marketing Struan’s services, including the UK GDPR, the Privacy and Electronic Communications Regulations (PECR), and any applicable marketing regulations.

7. Struan Obligations

Struan will:

• Acknowledge and respond to lead registrations within 3 business days.
• Keep the Partner informed of the status of registered leads on request.
• Notify the Partner promptly when a referred Client goes live.
• Provide access to up-to-date sales materials and role pack documentation.
• Pay commission accurately and on time in accordance with Section 5.
• Assign a named contact for the Partner for all communication and queries.

8. Branding, Representation, and Confidentiality

8.1 Permitted use of the Struan brand

The Partner may refer to Struan.ai by name and use Struan’s approved logos and service descriptions in their own marketing and sales materials, provided that:

• The Partner uses only current, approved materials provided by Struan.
• Any use of Struan’s name or logo is submitted to Struan for written approval before publication or distribution.
• The materials clearly identify the Partner as an independent referral partner, not as Struan or part of Struan.

Struan may withdraw approval for specific materials at any time with reasonable notice. The Partner must remove or amend non-compliant materials within 5 business days of notification.

8.2 Prohibited representations

The Partner must not:

• Represent themselves as Struan, an employee of Struan, or in any way part of the Struan organisation.
• Create the impression that prospective clients are contracting directly with the Partner for Struan’s services.
• Use Struan’s name, logo, or brand assets in a way not expressly approved under this Agreement.
• Register domain names, social media handles, or business names that include “Struan” or any confusingly similar variation.

This is particularly important where whitelabelling may be under consideration. Any whitelabelling arrangement is a separate commercial agreement and is not covered by or implied by this Agreement.

8.3 Confidentiality

Each party agrees to keep confidential all information received from the other that is marked as confidential, or that a reasonable person would understand to be confidential, including:

• Pricing, commission rates, and commercial terms under this Agreement.
• Client names, business details, and pipeline information.
• Technical, product, or operational information not in the public domain.
• Any information about either party’s strategy, finances, or personnel.

Confidential information must not be disclosed to any third party without the disclosing party’s prior written consent, except where required by law or a regulatory body. Each party must use the other’s confidential information only for the purposes of performing this Agreement. This obligation survives termination for a period of 2 years.

9. Term and Termination

9.1 Initial term

This Agreement commences on the date of acceptance and remains in force for 12 months (the “Initial Term”), unless terminated earlier in accordance with this section.

9.2 Review and renewal

At the end of the Initial Term, and at the end of each subsequent 12-month period, both parties will review the Agreement. Unless either party gives written notice of termination at least 30 days before the end of the then-current term, the Agreement automatically renews for a further 12-month period on the same terms, unless otherwise agreed in writing.

9.3 Termination for convenience

Either party may terminate this Agreement at any time by giving the other not less than 30 days’ written notice.

9.4 Termination for cause

Either party may terminate this Agreement immediately by written notice if the other party:

• Commits a material breach that is not remedied within 14 days of written notice.
• Becomes insolvent, enters administration, or is subject to a winding-up order.
• Engages in conduct that brings, or is likely to bring, the other party into disrepute.

9.5 Effect of termination

• The Partner must immediately cease using Struan’s name, logo, and brand materials.
• Commission continues to be payable on Clients already live at the date of termination, for the remainder of their 24-month commission window, provided the termination was not caused by the Partner’s breach.
• No commission is payable on leads registered after the date of termination.
• The clawback provisions in Section 5.4 continue to apply to Clients onboarded in the 90 days prior to termination.
• Confidentiality obligations in Section 8.3 continue to apply for 2 years post-termination.

10. Liability

• Neither party excludes liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.
• Subject to the above, Struan’s total liability to the Partner under or in connection with this Agreement will not exceed the total commission paid to the Partner in the 6 months immediately preceding the event giving rise to the claim.
• Neither party is liable for indirect or consequential loss, including loss of profit, loss of revenue, or loss of business opportunity.

11. General

• Governing law. This Agreement is governed by and construed in accordance with the laws of England and Wales. Any dispute arising under or in connection with it is subject to the exclusive jurisdiction of the courts of England and Wales.
• Entire agreement. This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior discussions, representations, and agreements.
• Amendments. No variation is effective unless made in writing and signed by authorised representatives of both parties.
• Waiver. A failure to exercise or delay in exercising any right does not constitute a waiver of that right.
• Severability. If any provision is held unenforceable, it will be deemed modified to the minimum extent necessary to make it enforceable; the remaining provisions continue in full force.
• Assignment. The Partner may not assign or transfer its rights or obligations without Struan’s prior written consent. Struan may assign this Agreement to any successor entity or in connection with a sale of its business.
• Notices. All notices must be in writing and sent by email to the named contacts of each party. Notices are deemed received on the next business day after sending.

12. Accepting these Terms

You accept these Partner Network Terms when you register as a Struan partner and confirm your acceptance through the Struan partner registration process, or when an authorised representative of your business countersigns a Partner Network Agreement referencing this version. On acceptance, these terms form a binding agreement between your business (the Partner) and Struan.ai Ltd.

Questions about the partner programme or these terms? Contact [email protected]. See also our Terms of Service and Privacy Policy.

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