Partner agreement

Version 2.0, effective 11 October 2026. For Partners who accepted an earlier version, this version applies 30 days after we notify you of it (section 20).

1. About this agreement

This Partner agreement is between MDOS AI LTD, a company registered in England and Wales under company number 17526969, whose registered office is 3 Warren Close, Brighton, BN2 6DT, United Kingdom ("we", "us", "mDOS"), and the business that joins our Agency Partner Programme ("you", the "Partner"). It applies when you accept it in writing, including by signing or accepting an order form, partner application or email confirmation from us (your "Partner Order").

It is for marketing agencies, web agencies and advisers who introduce clients to mDOS or provide mDOS to their own clients. It is not the agreement that a business using mDOS offers to its own referral partners through the Partners tab of its mDOS account.

Our Terms of Service (the "Terms") apply to your own use of mDOS and, if you are a Reseller, to your Master Licence, which is a Subscription under the Terms. Our Data Processing Agreement (the "DPA") applies whenever we process personal data for you. If these documents conflict, they take priority in this order: (a) the DPA, for anything about personal data; (b) your Partner Order, for the commercial terms it states; (c) this Partner agreement; (d) the Terms.

2. Definitions

Words defined in the Terms (such as "Platform", "Client Data", "Authorised User" and "Subscription") have the same meaning here. In addition:

• "Referral Partner" means a Partner in the Agency Referral Partner model (section 4).
• "Reseller" means a Partner in the Agency Reseller Master Licence model (section 6).
• "Referred Client" means a business you introduce to us that becomes a Qualifying Referral under section 4.2.
• "End Client" means a business to which a Reseller provides mDOS under section 6.
• "Client Seat" means one client brand, with its sites, inside a Reseller's mDOS account.
• "Commission" means the commission described in section 5.
• "Working Day" means a day other than a Saturday, Sunday or public holiday in England.

3. The two partnership models

You can work with us in one or both of these ways. Your Partner Order says which applies to you.

• Agency Referral Partner. You introduce clients. Each client signs up and contracts with us directly, at our published prices, and we bill the client. You earn Commission. You do not pay us anything for this model.
• Agency Reseller Master Licence. You hold a Master Licence and provide mDOS to your own clients as part of your services. You contract with and bill your End Clients and set your own prices. We contract with and bill you. You do not earn Commission on End Clients.

A client can be a Referred Client or an End Client, but not both at the same time.

4. Referral Partners

4.1. How to introduce a client. You introduce a client by registering it with us in writing (by email to us or through any referral link or form we give you) before that client signs up, giving the business name and a contact we may get in touch with. You must have the client’s permission to share those contact details with us.

4.2. Qualifying Referrals. An introduction becomes a Qualifying Referral when the client starts a paid Subscription within 90 days of the date you register the introduction with us, and, when you registered it, the client was not already one of our customers, was not already in active discussions with us, and had not already been registered by another partner. We will tell you within 10 Working Days of your registration if we cannot accept it, and why. If two partners introduce the same client, the first valid registration counts.

4.3. The client relationship. A Referred Client contracts with us under the Terms, we invoice it, and it is our customer. You have no authority to agree prices, discounts or terms on our behalf. You may continue to provide your own services to the Referred Client under your own contract with it.

4.4. Disclosure. If you act for or advise a client on its choice of software, you must tell that client in writing, before it subscribes, that you receive Commission from us.

5. Commission

5.1. Rate. We pay you 20% of the subscription fees (excluding any applicable statutory taxes) that we actually receive from the Referred Client. Setup fees, Top-Up Modules and charges we pass on from third parties (such as text message charges) do not earn Commission.

5.2. How long. Commission is paid monthly for the lifetime of each Referred Client's Subscription: for as long as that Subscription continues without a break. If a Referred Client cancels and later subscribes again, Commission restarts only if the new Subscription is itself a Qualifying Referral.

5.3. When it is earned. Commission is earned only when we have received the Referred Client’s payment in cleared funds. No Commission is earned on fees that are unpaid, written off, credited or waived.

5.4. When and how it is paid. We pay Commission monthly in arrears, by the last Working Day of the calendar month after the month in which we receive the Referred Client’s payment (for example, Commission on payments we receive in October is paid by the last Working Day of November), by Stripe or by bank transfer to the account you nominate in your partner portal. The minimum payout is £50. A smaller balance rolls over to the next month and is paid in full when this agreement ends. With each payment we send you a statement showing each Referred Client (by business name), the fees received and the Commission due.

5.5. Refunds and chargebacks. If we refund, credit or lose through a chargeback any fees on which we have paid Commission, within 12 months after that Commission was paid, the matching Commission is reversed. We will show the reversal on your next statement and deduct it from future Commission. If there is not enough future Commission, you will repay the balance within 30 days of our written request.

5.6. Invoices, tax and VAT. Commission is stated exclusive of VAT. For each statement, you send us an invoice for the amount on it: a valid VAT invoice adding VAT if you are registered for VAT, or a non-VAT invoice if you are not. You can upload it in your partner portal. We pay within the timing in section 5.4 after we receive your invoice, and pay VAT on top where your invoice correctly charges it. You are responsible for your own income or corporation tax and National Insurance on Commission.

5.7. No Commission on your own account. No Commission is payable on your own Subscription, on a business you or your group own or control, on your End Clients if you are also a Reseller, or on any sign-up that you, your staff or anyone acting for you makes in breach of section 10.

5.8. Questions about a statement. If you think a statement is wrong, tell us within 90 days of receiving it, and we will look into it in good faith and correct any error. We will keep accurate records of the fees and Commission behind every statement.

6. Resellers

6.1. What the Master Licence includes. The Agency Reseller Master Licence gives you one mDOS account for your agency (your agency workspace) with 3 Client Seats included. Each End Client is set up as its own brand, with its own sites, inside your account. You can add Client Seats at any time.

6.2. Fair use. Each Client Seat has the same Fair Use allocations as a direct plan, as published on our pricing page and set out in section 8 of the Terms.

6.3. Your clients. You contract with each End Client yourself. You set your prices, invoice your End Clients and collect payment from them. You must pay us whether or not your End Clients pay you. You are responsible for your End Clients’ use of mDOS and for their Authorised Users as if they were your own.

6.4. What your client contract must say. Your contract with each End Client must: (a) require the End Client to follow rules at least as strict as the acceptable use rules in section 14 of the Terms; (b) confirm that the End Client owns its own data, as section 4 of the Terms provides; (c) authorise us as your sub-processor, as section 7 below explains; and (d) not promise anything about mDOS that the Terms do not provide, including service levels, features or results.

6.5. Support. You are your End Clients’ first point of contact for support. We support you, and the people in your account, as section 9 of the Terms describes.

6.6. Presenting mDOS to your clients, and White-label (Beta). You may provide mDOS as part of your own services, and your End Clients’ websites and emails use their own domains. Where we switch White-label on for your account, you may present the Platform under your own brand: your logo, colours, product name and tab icon, a branded sign-in link, branded emails, reports and PDFs, your own support contacts, and the "Powered by" line shown or hidden. White-label is a Beta feature and does not include a custom dashboard domain. With or without White-label, you remain responsible to your End Clients for your own service (sections 6.3 to 6.5), you must not tell anyone that you own or developed the Platform, and you must not remove our legal notices or hide our role: we remain your sub-processor under section 8.3, and when our team accesses an End Client’s account to support it, that account’s administrators are notified as section 9.6 of the Terms describes. Without White-label switched on, you must not remove or hide the mDOS name, notices or links.

7. Fees, invoices and payment for Resellers

7.1. Fees. The Agency Reseller Master Licence costs £995 a month, which includes 3 Client Seats, plus £250 a month for each additional Client Seat. All prices are quoted exclusive of applicable statutory taxes. Your Partner Order may set out a different price that we have agreed with you.

7.2. Term. Your Master Licence runs for a commitment term of 12 months, after which it continues month to month. Section 11 of the Terms applies to cancelling it.

7.3. Invoices and seat changes. We invoice you monthly, as section 6.2 of the Terms provides. An added Client Seat is charged from the start of the next monthly billing period. A removed Client Seat stops being charged from the start of the next monthly billing period, but you cannot have fewer Client Seats than the Master Licence includes. You must pay each invoice within 14 days of the invoice date.

7.4. Late payment. If you do not pay an undisputed invoice on time, we may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998. If an undisputed invoice is still unpaid 14 days after we have given you written notice, we may suspend your account until it is paid. Before suspending, we will tell you, and we will not delete any End Client’s data because of a suspension.

7.5. Disputes. If you dispute an invoice in good faith, tell us in writing before it is due, with your reasons. You must pay the part you do not dispute, and we will both work to resolve the rest promptly.

7.6. Price changes. We may change our prices by giving you at least 30 days’ written notice, as section 6.3 of the Terms provides. If you do not accept the change, you may end your Master Licence before the new price takes effect.

8. Your clients and their data

8.1. Who owns client data. Each client owns its own data, as section 4 of the Terms provides. Neither of us may use one client’s data for any other client, or for our own purposes, except as the DPA allows.

8.2. Referral Partners. A Referred Client is the controller of the personal data it holds in mDOS, and we are its processor under the DPA. You have no access to a Referred Client’s account unless the client invites you as an Authorised User. If it does, you act on the client’s instructions, under your own contract with the client, and the client can remove your access at any time.

8.3. Resellers. Each End Client is the controller of the personal data it holds in mDOS. You act as its processor, and we act as your sub-processor under the DPA, which applies between you and us. You must have a written contract with each End Client that meets Article 28 of the UK GDPR and authorises our use as your sub-processor, and our sub-processors as listed on our sub-processor list. You are responsible for the access you give your staff and your End Clients’ people inside your account.

8.4. When a Reseller relationship ends. An End Client must never lose its data because its relationship with you, or yours with us, ends. When either relationship ends: (a) you will, at the End Client’s request, instruct us to export that End Client’s data to it, or to transfer its brand and sites to its own mDOS account, as sections 4.4 and 10.2 of the Terms allow; (b) we will offer the End Client the option to continue on a direct Subscription at our published prices; and (c) the grace and archive periods in section 11.2 of the Terms apply before any of that End Client’s data is deleted. If you have stopped trading or do not respond within 10 Working Days of the End Client’s request, we may deal with the End Client directly, so far as data protection law allows.

8.5. Security incidents. If either of us becomes aware of a personal data breach affecting the other’s clients, it will tell the other without undue delay, as the DPA provides.

9. Using our name and brand

9.1. Licence. While this agreement lasts, we give you a non-exclusive, non-transferable, revocable licence to use the mDOS name and logo, only to promote mDOS and only as our brand guidelines allow. You may describe yourself as an "mDOS Agency Partner".

9.2. Approval. You must get our written approval before using any co-branded materials, press releases or case studies that name mDOS or MDOS AI LTD. Email approval is enough. We will reply within 5 Working Days and will not refuse unreasonably.

9.3. What you must not do. You must not: (a) say or suggest that you are mDOS or MDOS AI LTD, or our agent with authority to bind us; (b) make claims about mDOS, its features, prices or results that are not on our website, or present an estimate as a promise (see our Statement of Claims); (c) register or use a company name, domain name, social media handle or app name containing "mDOS"; (d) bid on "mDOS" or "Mr Digital" as keywords in paid search without our written agreement; or (e) use our brand in a way that is misleading or could harm our reputation.

9.4. Your brand. You give us a non-exclusive licence to use your name and logo to list you as a partner, if you agree to be listed. You can withdraw this at any time.

10. Marketing rules

10.1. When you promote mDOS you act in your own name and are the controller of the personal data you use. You must comply with the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003 (PECR). In particular, you must not send marketing emails or text messages to individuals without their consent where PECR requires it, must give every recipient a simple way to opt out, and must screen marketing calls against the Telephone Preference Service and Corporate Telephone Preference Service.

10.2. You must not: (a) use spam, bought lists or misleading subject lines; (b) use cookie stuffing, forced clicks, fake sign-ups or any other way of claiming credit for a client you did not genuinely introduce; (c) offer a client cashback, a share of your Commission or other incentives to sign up unless we have agreed in writing; or (d) sign up for mDOS through your own referral link.

10.3. We may pause your referral links, or withhold Commission on a specific sign-up, while we investigate a reasonable suspicion of a breach of this section. We will tell you what we are investigating and pay any Commission we withheld if the suspicion is not confirmed.

11. Compliance

11.1. Anti-bribery. Each of us will comply with the Bribery Act 2010. Neither of us will offer, give, ask for or accept any bribe or improper payment, or any gift or hospitality intended to influence a decision, in connection with this agreement. Each of us will keep appropriate policies and procedures to prevent bribery by anyone acting for it, and will tell the other promptly if it becomes aware of a breach.

11.2. Tax evasion. Neither of us will facilitate tax evasion, as described in the Criminal Finances Act 2017.

11.3. Modern slavery. Each of us will comply with the Modern Slavery Act 2015 and will take reasonable steps to make sure there is no slavery or human trafficking in its business or supply chains.

11.4. Sanctions. Each of us confirms that it is not, and is not owned or controlled by, a person subject to UK sanctions. You must not provide mDOS to, or introduce, any client that is subject to UK sanctions or is in a country where UK sanctions prohibit it.

12. Confidentiality

12.1. Each of us will keep confidential any information the other shares that is marked confidential or that a reasonable person would understand to be confidential, including prices agreed with you, Commission statements, product plans, client lists and client data. Each of us will use that information only for this agreement and share it only with its own staff, professional advisers and sub-contractors who need to know it and are bound by the same duty.

12.2. This does not apply to information that is or becomes public through no fault of the receiving party, that the receiving party already had or develops independently, or that it must disclose by law or to a regulator (in which case it will, if allowed, tell the other first).

12.3. This section continues after this agreement ends.

13. Intellectual property

13.1. We own the Platform, the mDOS name and logo, our software, templates, documentation and all intellectual property in them. Nothing in this agreement transfers any of it to you, and you must not copy, modify, reverse engineer or resell the Platform except as this agreement allows.

13.2. You own your own brand, your materials, the work you create for your clients, and your relationships with your clients. Your clients own their own data and content. Nothing in this agreement transfers any of them to us.

13.3. If you give us suggestions or feedback about mDOS, we may use them freely, without payment to you.

14. Non-solicitation

14.1. Clients. While this agreement lasts and for 6 months after it ends, we will not actively approach any of your End Clients to persuade it to move from you to a direct Subscription with us, and you will not actively approach any of our direct customers that you learned about through this agreement to persuade it to leave mDOS.

14.2. Staff. For the same period, neither of us will actively approach any employee of the other who worked on this partnership to persuade them to leave.

14.3. What this does not restrict. This section does not stop a client or person from choosing whom to work with, or from contacting either of us first. It does not cover general advertising or job adverts that are not targeted at the other’s clients or staff, or anything section 8.4 allows.

15. Service levels and support

15.1. The service levels, support and maintenance terms in sections 7 and 9 of the Terms apply to every account under this agreement. We do not give any additional service level for Partners or their clients unless we sign a separate agreement for it.

15.2. We may change, improve or withdraw features as section 15 of the Terms allows. Features marked "Beta" may change.

16. Liability

16.1. What is never limited. Nothing in this agreement limits or excludes either party’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited or excluded by law. Nothing limits your obligation to pay fees, or our obligation to pay Commission, that are properly due.

16.2. Indirect loss. Neither of us is liable to the other for any indirect or consequential loss, or for loss of profits, revenue, business, goodwill or data, arising under or in connection with this agreement.

16.3. Limit. Subject to sections 16.1 and 16.2, each party’s total aggregate liability arising under or in connection with this agreement, whether in contract, tort (including negligence) or otherwise, is limited: (a) for a Reseller, to the total fees paid by you under this agreement in the 12 months before the claim, matching section 12.1 of the Terms; and (b) for a Referral Partner, to the total Commission paid or payable to you in the 12 months before the claim. Claims under the Terms about your own use of mDOS remain subject to the limits in the Terms.

16.4. People acting for you. Each of us is responsible for the acts and omissions of its own employees, contractors and sub-contractors as if they were its own.

17. Indemnities

17.1. From you. You will indemnify us against losses, damages, costs and reasonable legal fees arising from a third-party claim (including a claim by one of your clients or a regulator) that results from: (a) your contract with, or services to, your clients, including any promise you made about mDOS that the Terms do not provide; (b) your breach of section 9 or 10; or (c) your breach of data protection law in your own activities.

17.2. From us. We will indemnify you against losses, damages, costs and reasonable legal fees arising from a third-party claim that the Platform, used in line with this agreement and the Terms, infringes that third party’s intellectual property rights in the United Kingdom. This does not apply to a claim caused by client data or content, by a change to the Platform not made by us, or by combining the Platform with anything we did not supply.

17.3. How claims are handled. The party claiming an indemnity must tell the other promptly in writing, let the other control the defence and settlement, give reasonable help at the other’s cost, and not make any admission without the other’s agreement. Each indemnity is subject to section 16.

18. Term and termination

18.1. Start and length. This agreement starts when you accept it and continues until either of us ends it. If you are a Reseller, ending this agreement does not shorten your Master Licence’s commitment term under section 7.2.

18.2. For convenience. Either of us may end this agreement, or one partnership model, at any time by giving the other at least 30 days’ written notice.

18.3. For breach. Either of us may end this agreement immediately by written notice if the other commits a material breach and, if it can be put right, does not put it right within 30 days of receiving written notice describing the breach.

18.4. Immediately. Either of us may end this agreement immediately by written notice if the other: (a) becomes insolvent, has an administrator, receiver or liquidator appointed, makes an arrangement with its creditors or stops trading; or (b) breaches section 11. We may also end it immediately if you commit fraud, or seriously misuse our brand after we have asked you in writing to stop.

19. What happens when this agreement ends

19.1. Commission. We will pay all Commission earned up to the end date, subject to section 5.5. After the end date, unless we ended this agreement under section 18.3 or 18.4 because of your breach or insolvency, we will keep paying Commission on Referred Clients that became Qualifying Referrals before the end date for as long as each Referred Client’s Subscription continues without a break. You must keep your payment details up to date for this.

19.2. Brand and materials. You must stop presenting yourself as an mDOS partner and stop using our name and logo, except to say truthfully that you were a partner.

19.3. End Clients. Section 8.4 applies to every End Client.

19.4. What continues. Sections 5 (for Commission that is due or reversed), 7 (for fees that are due), 8, 12, 13, 14, 16, 17, 19, 21 and 22, and anything else that by its nature is meant to continue, continue after this agreement ends.

20. Changes to this agreement

20.1. We may change this agreement by giving you at least 30 days’ written notice, as section 15.2 of the Terms provides for the Terms. If you do not accept a change, you may end this agreement by written notice before the change takes effect, and section 19 will apply as if we had ended it for convenience.

20.2. A change that lowers the Commission rate does not apply to Referred Clients that became Qualifying Referrals before the change takes effect.

21. General

21.1. Independent businesses. We are independent contractors. Nothing in this agreement creates a partnership in the legal sense, a joint venture, employment or a franchise, and neither of us may bind the other or act as its agent.

21.2. Not exclusive. Either of us may work with other partners, agencies, clients or suppliers.

21.3. Assignment. You may not transfer this agreement without our written consent. We may transfer it as part of a merger, acquisition or sale of our business, and will tell you if we do.

21.4. Force majeure. Neither of us is liable for a delay or failure caused by events beyond its reasonable control, as section 17.5 of the Terms describes.

21.5. Entire agreement. This agreement, your Partner Order, the Terms and the DPA are the whole agreement between us about the Agency Partner Programme. Neither of us has relied on any statement not set out in them, but this does not limit liability for fraud.

21.6. Other. If any part of this agreement is found to be unenforceable, the rest continues. A delay in enforcing a right is not a waiver of it. No one other than you and us has any right to enforce this agreement under the Contracts (Rights of Third Parties) Act 1999.

22. Law and disputes

22.1. This agreement, and any dispute or claim arising out of or in connection with it, is governed by the law of England and Wales.

22.2. Before starting legal proceedings, each of us will try to resolve a dispute through good-faith negotiation between senior people for at least 30 days, as section 16.3 of the Terms provides. This does not stop either of us from seeking urgent relief from a court.

22.3. The courts of England and Wales have exclusive jurisdiction.

23. Notices and contact

Notices under this agreement must be in writing and sent by email or post. Notices to us go to office@mr-digital.co.uk or MDOS AI LTD, 3 Warren Close, Brighton, BN2 6DT, United Kingdom. Notices to you go to the email or postal address in your Partner Order, which you must keep up to date. An email notice is received when it is sent, unless the sender receives a delivery failure message. If you have a question about this agreement, contact us at office@mr-digital.co.uk or 01273 942 329.