Partner program terms

These Partner Program Terms (the “Partner Terms”) govern your participation in the ERP•AI Partner Program (the “Program”). They are an agreement between you and ERP•AI US Inc. (“ERP•AI”, “we” or “us”). Our affiliates may run parts of the Program for us. If you join for a company, you confirm that you can bind it, and “you” means that company.

The Terms of Service and the Privacy Policy also apply. Where these Partner Terms and the Terms of Service differ about the Program, these Partner Terms govern. These Partner Terms include binding individual arbitration and a waiver of class actions, set out in Disputes.

You accept these Partner Terms when you agree to them in your application or in the partner console. Each time you give a business a key or receive a payout, you accept the version in force at that time.

Words used in these terms

Partner account: the account you hold in the Program, as an individual or for a company.
Client: a business you do paid work for.
Customer: a business whose partner of record is you, as set out in Customers and partner of record.
Partner of record: the one partner a customer is linked to at any time.
Start date: the day a business first becomes any partner’s customer. It does not change when the business changes its partner of record.
Key: a code that gives a business $100 of ERP•AI credit and, under Customers and partner of record, makes you its partner of record.
Key credit: the credit a key gives. It is a grant from ERP•AI and is never customer spend.
Customer spend: what a customer pays ERP•AI for credits from its own funds, as set out in Payouts.
Payout: the amount we pay you on a customer’s spend. A payout run is the weekly transfer of payouts to you.
Ownership or staff link: you have one with a business when you, your staff, your family or a business you own or are employed by owns or controls it, or when you or your staff are its employees or officers. Doing paid work for a client does not create one.
Qualifying customer: a customer that passes every test in Qualifying customers.
Tier: Partner, Architect, Publisher or Invite-only, as set out in Tiers.
All-inclusive plan: ERP•AI’s plan that costs $99 a year and includes certification.
Launch date: the day these Partner Terms were first published on erp.ai.
Year one: the 12 months starting on the launch date.
Launch period: the period from the launch date to an end date we announce at least 30 days in advance.

Joining the Program

Joining and publishing are free. You do not have to pay ERP•AI or buy anything from it, now or later, to join, publish systems, receive keys, reach a tier, receive client referrals or receive payouts.

You must be at least 18 and join for business purposes, as an individual or for a company. Give us accurate information and keep it current. A person or company may hold only one partner account. A person on a partner company’s team does not hold a separate partner account, and the customers that person brings in are the company’s customers.

We review applications and may decline one.

ERP•AI does not promise that you will earn any amount. Your payouts depend on what your customers pay ERP•AI, and you may earn nothing.

Founding cohort

The founding cohort is the first 25 partners we accept. If you are a founding partner, you receive:

an onboarding session with our team on Proto and the builder skills;
$200 for the certification system you build from our brief, paid through our payout provider once the build passes review;
the certification fee waived for as long as you remain a partner; and
a weekly review of your client builds until the launch period ends.

The $200 pays for work and is separate from payouts. You keep the certification system you build, and you allow ERP•AI to use it to run certification. Build reviews are advice, and you stay responsible for your client builds. In every other respect, founding partners are under the same terms as every partner.

Certification

Certification is a practical check. You build one working system with Proto from a written brief, and we review it. Once it passes, you may describe yourself as a Certified ERP•AI Partner.

Certification is included in the All-inclusive plan. Paying for the plan is optional: you can join, receive keys, reach a tier and receive payouts without it. We waive the fee during the launch period and for every partner at the Architect, Publisher or Invite-only tier. A fee you have paid is not refunded. If your certification lapses, stop describing yourself as certified.

Keys

You start with 5 keys. You receive 2 more for each qualifying customer that has customer spend or has bought the All-inclusive plan from its own funds.
Only a business that has never bought ERP•AI credits can activate a key, and each business can activate only one.
Key credit lasts 1 month from activation. It has no cash value and cannot be transferred, sold or exchanged for money.
Key credit does not stack with the $100 starting credit new accounts receive. A business receives $100 of granted credit, not $200.
Unused keys stay valid while you are a partner and end when you leave the Program.
Do not sell keys or charge for a key separately. Your fees for your own work are not a payment for a key.

Customers and partner of record

A business that has never bought ERP•AI credits becomes your customer, and you become its partner of record, when it:

activates your key;
starts from your catalog listing, meaning it creates a new workspace by copying a system you published; or
creates its ERP•AI workspace within 120 days after confirming a deal registration you filed for it in the partner console.

While your deal registration for a business is confirmed, no other partner’s key or listing makes that business their customer. Otherwise, the first of these events decides. We decide any remaining question about partner of record, and our records decide unless you show they are wrong.

A customer can change its partner of record at any time, and can choose to have none. Payouts on its spend move to the new partner from the date of the change. Payouts you earned before the change stay yours, including amounts still being held. The customer’s start date does not change.

Customers are told that their partner of record can see the credits they buy.

Qualifying customers

A customer is a qualifying customer when all four of these are true:

it is a verified business;
it has no ownership or staff link to you;
it activated your key or started from your catalog listing; and
people who work for it are still signing in to its ERP•AI workspace 30 days after its start date.

We verify businesses from public records, payment details and what the customer tells us, and we may ask you for evidence.

Qualifying customers count toward tiers and earn you new keys under Keys.

Your customers’ systems and data

Every customer gets its own copy of the system you build for it, started from a catalog system or from one of your private starter systems. The customer owns its data and the configuration built for it. You keep ownership of your starter systems. ERP•AI keeps all rights in the ERP•AI platform, which the customer uses under the Terms of Service.

You keep admin access to a customer’s workspace until the customer revokes it, which it can do at any time. While you have admin access:

act only on the customer’s instructions and under your own agreement with it;
use its data only for the work it asked you to do;
keep its data confidential and secure, and tell the customer and us promptly if you learn of unauthorized access; and
stop using the access when the customer revokes it or asks you to stop.

If data protection law requires you to have an agreement with a customer for your work, such as a data processing agreement, you are responsible for having one.

Your work and your fees

You set your own prices and bill your clients directly. ERP•AI takes nothing from your fees and is not a party to your agreement with your client.

You are responsible for your work, your support and what you promise your clients. You cannot bind ERP•AI or make commitments for it, including about prices, features, roadmap or service levels.

ERP•AI does not take on implementation work for its self-service customers. We may refer implementation requests to Architects and Publishers at our discretion, and we do not promise any number of referrals.

Payouts

What you receive

For each customer that is a verified business with no ownership or staff link to you, you receive:

100% of its customer spend in the 12 months from its start date; and
50% of its customer spend in months 13 to 36 after its start date, on each payment it makes while you are at the Architect, Publisher or Invite-only tier.

A payout never exceeds what the customer paid ERP•AI.

What counts as customer spend

Customer spend is what the customer pays ERP•AI for credits from its own funds, less taxes, refunds and chargebacks. It does not include key credit, promotional or other free credit, credits paid for by you or by anyone with an ownership or staff link to you, or the All-inclusive plan. Spend under a negotiated Enterprise agreement counts only if that agreement says so.

When and how you are paid

We hold the payout on each customer payment for 60 days to cover card reversals, then pay it in the next weekly payout run. There is no minimum payout, and we pay the providers’ standard payout fees. Your bank or provider may charge its own fees, including for currency conversion.

Payouts are made in US dollars through Stripe or, in countries Stripe does not serve, through another payout provider we name in the partner console. To receive payouts you accept that provider’s terms (for Stripe, the Stripe Connected Account Agreement), and you authorize us to share your identity, tax, bank and payout information with it. The payment processor terms in the Terms of Service do not apply to payouts.

Before your first payout run, connect a payout account, pass the provider’s identity checks and give us the tax information we ask for. We keep the payouts you earn until then. If you have not done this within 12 months of earning a payout, we handle that payout as unclaimed property law requires.

The partner console shows your keys, customers, the credits each customer buys, your payouts and your tier progress. Tell us about a payout error within 90 days of the payout run that included it. After that, the payout is final.

The year-one budget

We have set aside $5M for payouts in year one. The budget is neither a cap on payouts nor a guarantee of them. If payouts are on course to exceed it, we may, with 30 days’ notice, close the Program to new customers or change payout rates for customers whose start date is on or after the day the change takes effect. Neither step affects payouts already earned or the payout rates of customers whose start date is earlier.

Taxes

You are responsible for your own taxes on payouts and on what you charge your clients. Before your first payout run, give us a Form W-9 if you are a US person, or the Form W-8 that applies to you if you are not. We may withhold tax where the law requires it, and we issue the tax forms the law requires. Payouts include any VAT, GST or similar tax you owe on them.

Tiers

Partner: anyone who joins.
Architect: an individual partner with at least 5 qualifying customers.
Publisher: a registered company with at least 10 qualifying customers.
Invite-only: by invitation, on written terms we agree with you.

You move up on the day you reach the number, and there are no demotions in year one. After year one we may set rules for keeping a tier, with 30 days’ notice. A member of a Publisher’s team who brought in 5 of its qualifying customers may also show the Architect badge.

Each tier receives the benefits listed on the tiers page from the day it is reached. We may change benefits other than payouts and keys with 30 days’ notice. Client referrals are made when available.

Fraud and clawbacks

Fraud includes:

creating fake businesses, or presenting a customer with an ownership or staff link to you as unrelated;
paying for a customer’s credits, or paying anyone to activate a key or buy credits, to earn payouts, keys or a tier;
refunding or rebating a customer’s credit purchases to it;
using stolen payment details;
selling keys, or giving or accepting anything of value in return for activating one;
working with another partner or a customer to inflate customer spend, or moving a customer to another partner in return for a share of that partner’s payouts; and
giving us false information.

If we reasonably suspect fraud, we may hold your payouts for up to 90 days while we investigate, and we will tell you why. If we find fraud, we may recover the payouts that came from it, including by deducting them from future payouts. We may also remove the keys and customers involved and end your participation.

Clawbacks are only for fraud. In every other case, money already paid out stays paid, including when a refund or chargeback arrives after the 60-day hold. We may still correct a payout we made in error, such as a duplicate payment or a payment to the wrong partner.

Telling people about ERP•AI

Each time you recommend ERP•AI, in a post, video, listing, email, proposal or conversation, say clearly and next to the recommendation that ERP•AI pays you and gives you other benefits when businesses you bring use ERP•AI. Tell each client in writing before it buys credits on your advice. If you are a licensed professional, such as an accountant, follow your professional rules on referral payments.

Do not:

state or suggest what anyone will earn from the Program;
describe ERP•AI’s prices, features or terms other than as published on erp.ai;
post or ask for reviews of ERP•AI without stating your connection, or give keys or anything else in exchange for a review;
send spam or other unsolicited messages;
offer or pay anything to a client’s staff or to public officials to win business; or
present yourself as ERP•AI or as its employee or agent.

We may review what you publish about ERP•AI, ask you to correct or remove it, and hold payouts until you do. The Program pays nothing for recruiting other partners.

Brand, badges and listings

While you are a partner, you may use the ERP•AI name and the badges for your tier and certification to describe your work with ERP•AI, following the brand guidance we give you. This is an exception to the trademark rules in Intellectual property, feedback and brand in the Terms of Service. You may not use ERP•AI, or anything confusingly similar, in a domain name, social media handle, company or product name, or trademark application. We may ask you to change or stop any use, and you will do so within 7 days. All goodwill from your use belongs to ERP•AI.

Any workspace can claim a namespace and publish systems to the catalog. Do not claim a namespace that uses someone else’s name or trademark. We may reserve, reclaim or rename namespaces, and remove listings that break these Partner Terms or the Terms of Service. When you publish a listing, you confirm that you have the right to publish it, and you allow ERP•AI to host, show and promote it. Every business that starts from it may copy, use and change its copy permanently, including after you leave the Program.

Publishers may present the ERP•AI service to their clients under their own brand. Each client still holds its own ERP•AI workspace, accepts the Terms of Service and buys its credits from ERP•AI from its own funds. Publishers do not resell ERP•AI credits or charge clients for them.

Earnings privacy and Krawler

Your payouts are private by default. You may choose to show your own payouts and number of customers on your profile on Krawler, a separate service. You may not use those figures to recruit partners or to suggest what others will earn. Where they are shown, Krawler also shows the median payout across all partners for the same period, including partners with no payouts, once at least 20 partners have been in the Program for that period. You can stop showing your figures at any time. We share your name, tier, badges, listings and figures with Krawler only while you ask us to, and Krawler’s own terms apply to your profile there.

Your information

We collect your application, identity, tax and payout details to run the Program and pay you. Payout providers collect bank and identity details under their own terms. The Privacy Policy explains how we handle personal information.

Confidentiality

Keep confidential any information we share with you that is not public, including partner console data, unpublished pricing and our product and business plans. This does not cover information that is public or that you already had.

Changes to these terms

We may change the Program or these Partner Terms. We give at least 30 days’ notice, by email or in the partner console, of any change that reduces your payouts or keys. A change never reduces payouts already earned, and never lowers the percentages in Payouts for a customer whose start date is before the change. If you do not accept a change, you can leave the Program before it takes effect.

Leaving the Program

You may leave the Program at any time. After year one, we may end your participation with 30 days’ notice. We may end it at once if you break these Partner Terms or the Terms of Service, if we reasonably believe you have committed fraud, or if the law requires it. We may also end the Program for everyone with 90 days’ notice.

When your participation ends:

your unused keys end, and key credit already given to customers stays with them;
payouts you earned before the end date, including amounts still being held, are paid on the usual schedule unless they came from fraud;
if you leave by choice, you receive no payouts on customer payments made after your end date;
if we ended your participation with notice, or ended the Program, and not for a breach or fraud, payouts on your existing customers continue under Payouts at the tier you held on the end date;
your tier, badges and certification end, and we may remove your listings and namespace; and
your customers keep their systems and data and decide whether you keep admin access. They may choose a new partner of record, who receives payouts for the rest of each customer’s 36 months.

Payouts (for as long as any payout is owed to you), Your customers’ systems and data, Brand, badges and listings (for the licence you gave for listings and your duty to stop using our name and badges), Fraud and clawbacks, Taxes, Confidentiality, Liability, Disputes and General continue to apply after you leave.

Liability

ERP•AI’s total liability to you under these Partner Terms is limited to the greater of $1,000 and the payouts paid to you in the 12 months before the event the claim arises from. This limit does not apply to payouts you have earned and we have not paid. Neither of us is liable to the other for indirect or consequential loss, except for fraud, for your obligations under Your customers’ systems and data, Confidentiality and Brand, badges and listings, for your obligations in the next paragraph, or where the law does not allow that limit.

You will defend, indemnify and hold harmless ERP•AI and its affiliates, officers and employees against all claims, losses, damages, fines and costs, including reasonable legal fees, that arise from your work for your clients, your handling of their data, your listings, what you tell people about ERP•AI, your taxes or your breach of these Partner Terms.

Disputes

Any dispute about the Program is settled by binding individual arbitration, with a waiver of class actions, under Dispute Resolution in the Terms of Service, which applies to you as if you were a customer. The governing law is the one the Terms of Service name for that arbitration.

General

You and ERP•AI are independent contractors. These Partner Terms create no employment, agency, franchise, partnership or joint venture.
This relationship is not exclusive. You may work with other platforms, and we work with other partners.
You confirm that you are not on a sanctions list and are not based in a country subject to comprehensive US sanctions, and you will not serve customers there.
You may not transfer your partner account or these Partner Terms without our written consent. We may transfer them to an affiliate or a successor.
We send notices to the email address on your partner account or through the partner console. Send notices to us through the partner console or at the legal address given in Dispute Resolution in the Terms of Service.
If any part of these Partner Terms cannot be enforced, the rest still applies. Not enforcing a term is not a waiver of it.
These Partner Terms, any written terms we agree with an Invite-only partner, the brand guidance we give you, the Terms of Service and the Privacy Policy are the whole agreement between us about the Program. Written Invite-only terms govern where they differ from these Partner Terms.