This Referral Partner Agreement (the Agreement) sets out the terms on which Opeare FZE, a free zone establishment incorporated in the United Arab Emirates under trade licence number 4430085.01 with registered office at SPC Free Zone, Sharjah, United Arab Emirates (OpeAre, we, us or our) engages independent parties (each a Partner, you or your) to refer prospective customers to OpeAre in exchange for a commission on subscriptions purchased by those referred customers.
This Agreement applies when a Partner accepts its terms in writing (including by email confirmation, e-signature, or by continuing to submit referrals to OpeAre after receiving a copy of this Agreement). No agency, employment, joint venture, partnership or franchise relationship is created by this Agreement.
1. Definitions
1.1 In this Agreement:
(a) Referred Customer means a person or business who is introduced to OpeAre by the Partner in accordance with clause 3 and who subsequently subscribes to a paid OpeAre plan;
(b) Subscription means a paid plan (Starter, Professional, or Business tier) purchased by a Referred Customer, as set out at opeare.com/pricing;
(c) Subscription Fee means the fee actually paid by the Referred Customer for their Subscription, net of any applicable taxes, discounts, refunds, chargebacks, or credits;
(d) Commission means the sums payable to the Partner under clause 4;
(e) UAE means the United Arab Emirates.
2. The Referral Programme
2.1 Under this Agreement, the Partner will refer prospective customers to OpeAre by doing the following two things:
(a) sharing OpeAre’s website (opeare.com) with prospective customers in the Partner’s own onboarding communications (for example, welcome pack, post-registration follow-up email, or advisory pack); and
(b) sharing OpeAre’s contact details (contact@opeare.com) with prospective customers, so that the prospective customer may contact OpeAre directly to arrange a demonstration, ask questions, or start a trial.
2.2 In parallel with the actions in clause 2.1, the Partner will notify OpeAre in writing of each prospective customer being referred, in accordance with clause 4 (Attribution). Sharing OpeAre’s website or contact details with a prospective customer, without the parallel written notification to OpeAre, does not by itself entitle the Partner to Commission for that prospective customer.
2.3 Introductions must be made in good faith and only with the prospective customer’s consent to be contacted by OpeAre and to have their name and contact details shared with OpeAre for that purpose.
2.4 OpeAre retains full and sole discretion over whether to accept any prospective customer as a Referred Customer, over the pricing and terms offered to any prospective customer, and over the design, pricing, and availability of its services.
2.5 The Partner has no authority to make representations about OpeAre, its features, pricing, service levels, roadmap, or contractual terms, other than to direct the prospective customer to information published on opeare.com and to OpeAre’s published contact details.
3. Commission
3.1 Commission structure. For each Referred Customer that subscribes to a paid OpeAre plan:
(a) Annual plan: Commission equals twenty per cent (20%) of the Subscription Fee actually paid for the first annual billing cycle. The Commission is paid once, following successful clearance of that annual Subscription Fee.
(b) Monthly plan: Commission equals ten per cent (10%) of the Subscription Fee actually paid for each monthly billing cycle, for up to twelve (12) consecutive monthly billing cycles per Referred Customer. Commission accrues only on billing cycles for which the Subscription Fee is actually received and retained by OpeAre.
3.2 Cap. In respect of any single Referred Customer, OpeAre’s total Commission obligation is limited to (a) the 20% one-off amount on the first annual Subscription Fee, or (b) 10% of up to twelve monthly Subscription Fees, whichever applies to the plan the Referred Customer selects at the start of the Subscription. Where a Referred Customer switches between annual and monthly plans, OpeAre may in its reasonable discretion apply the applicable structure to future cycles only; no retrospective adjustment is due to the Partner.
3.3 Cancellation. If a Referred Customer cancels, downgrades, or otherwise ceases to pay a Subscription Fee at any point, no further Commission is due from the date of that cancellation, downgrade, or non-payment. Commission already paid to the Partner in respect of Subscription Fees actually received and retained by OpeAre is not clawed back.
3.4 Refunds and chargebacks. No Commission is payable on any Subscription Fee that is refunded, reversed, charged back, or otherwise not retained by OpeAre. Where Commission has already been paid on a Subscription Fee that is subsequently refunded or reversed, OpeAre may offset the corresponding amount against future Commission or, if none is expected, invoice the Partner for return of the amount.
3.5 Taxes. Commission is stated exclusive of value added tax (VAT). Where the Partner is registered for VAT and Commission is subject to VAT, the Partner will issue a valid tax invoice and OpeAre will pay the applicable VAT in addition to the Commission. The Partner is solely responsible for its own tax reporting and payment obligations in the UAE or elsewhere.
4. Attribution
4.1 A prospective customer will be treated as a Referred Customer of the Partner only if, before OpeAre first contacts or engages with that prospective customer, the Partner has notified OpeAre in writing (by email to contact@opeare.com or such other channel as OpeAre may designate) of the prospective customer’s name and business contact details, together with the Partner’s confirmation that the prospective customer has consented to be contacted by OpeAre.
4.2 First-touch attribution. Where more than one Partner claims the same prospective customer, or where OpeAre had already established a direct relationship with the prospective customer prior to the Partner’s notification under clause 4.1, no Commission is payable to the Partner in respect of that prospective customer. OpeAre’s records of first contact are conclusive absent manifest error.
4.3 Attribution window. A prospective customer notified by the Partner under clause 4.1 will remain eligible for attribution to that Partner for a period of ninety (90) days from the date of notification. If the prospective customer does not subscribe to a paid plan within that window, no Commission accrues in respect of any subsequent Subscription unless the prospective customer is re-notified under clause 4.1 and remains free of a prior direct relationship with OpeAre.
5. Payment terms
5.1 OpeAre will pay accrued Commission to the Partner within thirty (30) days following the end of each calendar month in respect of Commission that has become due during that month.
5.2 Payment is made by bank transfer or by Wise (or such other payment channel as OpeAre and the Partner may agree in writing) in United Arab Emirates dirham (AED). Bank fees and currency conversion costs on the Partner’s side are for the Partner’s account.
5.3 Together with each payment, OpeAre will provide a statement identifying each Referred Customer, the Subscription Fee received in the period, the applicable Commission rate, and the amount payable.
5.4 If the total Commission accrued in a given month is less than AED 100, OpeAre may defer payment until the accrued balance exceeds that threshold.
5.5 The Partner is responsible for providing accurate payment details and for keeping those details up to date. OpeAre is not liable for Commission delivered to an incorrect account nominated by the Partner.
6. Marketing and brand use
6.1 The Partner may describe itself as an "OpeAre partner" or "OpeAre referral partner" in its own marketing, and may direct prospective customers to opeare.com.
6.2 The Partner may not (a) hold itself out as an agent, reseller, or authorised representative of OpeAre; (b) enter into any contract or make any commitment on behalf of OpeAre; (c) misrepresent OpeAre’s features, pricing, service levels, roadmap, or contractual terms; or (d) register, use, or bid on domain names, trademarks, or paid search terms that are confusingly similar to "OpeAre" or "Opeare FZE" without OpeAre’s prior written consent.
6.3 OpeAre grants the Partner a non-exclusive, non-transferable, royalty-free licence during the term of this Agreement to use the OpeAre name and logo solely for the purpose of identifying itself as an OpeAre partner. OpeAre may withdraw this licence at any time on written notice.
7. Data protection
7.1 The Partner will only share personal data of a prospective customer with OpeAre where the Partner has a lawful basis to do so, has obtained the prospective customer’s consent where required, and has provided the prospective customer with adequate notice that their information will be shared with OpeAre for the purpose of contact and possible onboarding.
7.2 OpeAre will process any personal data received under this Agreement in accordance with its Privacy Policy at opeare.com/privacy and with the UAE Personal Data Protection Law (Federal Decree-Law No. 45 of 2021).
7.3 Each party will maintain reasonable and appropriate technical and organisational measures to protect personal data shared under this Agreement.
8. Term and termination
8.1 This Agreement commences on the date the Partner accepts it under the introductory paragraph and continues until terminated in accordance with this clause.
8.2 Either party may terminate this Agreement for convenience by giving thirty (30) days’ prior written notice to the other party.
8.3 OpeAre may terminate this Agreement immediately on written notice if the Partner (a) breaches any material term of this Agreement and, where the breach is capable of remedy, fails to remedy the breach within fourteen (14) days of notice; (b) engages in conduct that OpeAre reasonably determines to be misleading, deceptive, or damaging to OpeAre’s reputation; or (c) becomes insolvent, is placed into liquidation or administration, or ceases to carry on business.
8.4 On termination, (a) the Partner will cease all use of OpeAre’s name and marks and will remove references to being an OpeAre partner from its marketing within thirty (30) days; and (b) Commission that has accrued in respect of Subscription Fees received and retained by OpeAre prior to termination continues to be payable on the terms of clauses 3 and 5, until the earlier of the natural end of the applicable Commission entitlement or cancellation of the underlying Subscription.
9. Confidentiality
9.1 Each party will treat as confidential any non-public commercial, technical, or personal information disclosed by the other party in connection with this Agreement (Confidential Information), and will not use or disclose that Confidential Information other than for the purposes of this Agreement or as required by law.
9.2 The confidentiality obligation in clause 9.1 continues for a period of three (3) years following termination of this Agreement.
10. Limitation of liability
10.1 To the maximum extent permitted by applicable law, neither party is liable to the other for any indirect, incidental, consequential, or special loss, or for any loss of profit, revenue, business, goodwill, or anticipated savings, arising out of or in connection with this Agreement.
10.2 Each party’s total aggregate liability to the other under or in connection with this Agreement, however arising, is limited to the total Commission actually paid or payable to the Partner in the twelve (12) months preceding the event giving rise to the liability. Nothing in this clause limits liability for fraud, wilful misconduct, or any other liability that cannot be limited or excluded under applicable law.
11. General
11.1 Independent contractor. The Partner is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or franchise relationship between the parties.
11.2 No exclusivity. This Agreement is non-exclusive. Both parties are free to enter into similar arrangements with third parties.
11.3 Amendments. OpeAre may amend this Agreement from time to time by publishing an updated version at opeare.com/partner-terms and notifying the Partner. Amendments take effect thirty (30) days after notification and apply to Referred Customers introduced after that date. Commission already accrued is not affected by any amendment.
11.4 Assignment. The Partner may not assign this Agreement without OpeAre’s prior written consent. OpeAre may assign this Agreement to any successor in connection with a corporate reorganisation, sale, or merger.
11.5 Notices. Notices to OpeAre should be sent to contact@opeare.com. Notices to the Partner will be sent to the email address the Partner provides to OpeAre for correspondence.
11.6 Entire agreement. This Agreement constitutes the entire agreement between the parties in relation to the referral programme and supersedes any prior discussions, proposals, or agreements on the same subject.
11.7 Governing law and jurisdiction. This Agreement is governed by the laws of the United Arab Emirates as applied in the Dubai International Financial Centre (DIFC). The parties submit to the exclusive jurisdiction of the DIFC Courts in respect of any dispute arising out of or in connection with this Agreement.
11.8 Language. This Agreement is issued in the English language. The English version is the sole binding version.