Partner Program Agreement

Subject to the terms of this Agreement, Veliu admits the Partner to the Veliu Partner Program (the “Program”): Veliu authorises the Partner to propose the Brand Agent to its clients and prospects, gives it the tools, training and support described in Section 3, and pays it the Revenue Share set out in Section 8.7 on the clients it brings to Veliu and continues to follow.

What the Partner proposes. The Partner proposes the Brand Agent, the AI that Veliu builds for a single brand. On the brand’s website and on the other channels stated in the brand’s Order, the Brand Agent talks with each visitor in the brand’s voice, composes the pages around each visitor’s request from the brand’s own approved content and components, and answers AI agents that buy on a person’s behalf. In the back office, it studies the brand’s market, assesses how AI agents read the brand’s catalog, prepares the brand’s pages, data and feeds for the brand’s approval, writes approved enrichment into the brand’s systems, reads the software the brand connects, and provides analytics and recommendations across GEO, SEO, advertising, social media and reviews. Every plan includes the same Services, and plans differ by the company-size band of the brand (Schedule 3). Each client brought by the Partner (“Client”) subscribes directly with Veliu under the MSA, which governs the Services, their activation and their fees.

Division of work. Veliu activates the Brand Agent for each Client through its AI first training and onboarding, which includes configuration and the installation of the Veliu code (the “Set-up”). In normal conditions the Set-up requires less than five (5) hours of the Client’s time, and the Partner does not need to implement anything. Nothing goes live on a Client’s website, and nothing is written into a Client’s systems, without the Client’s approval, as provided in the MSA. The Services provide analytics, recommendations and minor activities across GEO, SEO, advertising, social media and reviews. Strategy, implementation on those channels and campaign management remain with the Partner, which offers them to Clients as its own services.

The promise and its limits. The Services make a brand’s catalog readable and buyable by AI agents, measurably, with no promise as to traffic, sales, conversions, rankings, or recommendations by any AI platform. Placement on ChatGPT, Gemini and similar platforms depends on those platforms, which Veliu does not control.

Who may join. The Program carries no fee. It is open to agencies, consultancies, freelancers and technology companies that run the Brand Agent on their own business under Section 2.1A.

2.1 Admission. The Partner joins the Program when Veliu approves its admission, as stated in the Partner Order. Veliu decides on each application at its discretion. The Partner Order identifies the Partner, the effective date of its admission, the Partner’s Own Order under Section 2.1A and any other terms agreed with the Partner. Participation in the Program carries no fee.

2.1A Eligibility. Every right under this Agreement requires the Partner to hold, for its own business, an Order for the Brand Agent on the Challenger plan or higher that is paid and active under the MSA (the “Partner’s Own Order”). An Order on which Stripe is collecting a failed payment again counts as paid under this Section 2.1A, with Revenue Share withheld during that time under Section 8.7(h); access and rights end when that Order ends. A Partner on a lower plan may join the Program by moving to Challenger or higher. Section 10.1 sets out when this Agreement ends if this condition is no longer met. Where the Partner’s Own Order has a deferred start, eligibility begins on its Activation Date.

2.2 Authorisation and access grant. During the Term, subject to the Partner’s compliance with this Agreement, Veliu appoints the Partner as a non-exclusive authorised partner (“Authorised Partner”) to promote the Services to prospective Clients and to resell AI Deep Audits under Section 2.8. Only Authorised Partners may propose the Brand Agent under the Program: the authorisation comes with the Program and ends with this Agreement. The Partner may access and use the AI report engine, the AI Deep Audit engine, the demo account, the research hub, the partner back office and the other tools made available under the Program (the “Partner Tools”) for the sole purpose of promoting the Services and serving its clients and prospects, in accordance with the documentation and this Agreement. Section 2.6(c) sets the limits of this authorisation.

2.3 Users. “User” means an employee or contractor of the Partner whom the Partner allows to use the Partner Tools on its behalf with the login credentials designated by Veliu. The Partner is responsible for its Users’ compliance with this Agreement, keeps credentials confidential and promptly notifies Veliu of any compromise. Where a Client gives the Partner access to its own Veliu account, the Partner acts as a User of that Client under the MSA, on the Client’s instructions and responsibility.

2.4 Restrictions. The Partner will not (and will not permit anyone else to): (a) provide access to, distribute, sell, or sublicense the Partner Tools to a third party; (b) use them to build a competing product or service; (c) reverse engineer or seek to access source code or non-public APIs, except where applicable law does not permit such a restriction; (d) modify or create derivative works of the Services or copy any element of them; (e) remove proprietary notices, including the Veliu name on AI reports and AI Deep Audits; (f) publish benchmarks or performance information about the Services; (g) interfere with operation, circumvent access restrictions, or conduct security or vulnerability testing without authorisation; (h) transmit malicious code; or (i) use the Partner Tools in violation of applicable law. The Partner may share AI reports and AI Deep Audits with the brand they concern, which may use them for its internal business purposes. The demo account contains demo data only: the Partner uses it to show the Services and does not load into it real data of Clients or any other personal data.

2.5 Onboarding and activation. After the effective date of the Partner Order, Veliu runs the onboarding workshop and activates the Partner Tools. For each Client, Veliu carries out the Set-up and the activation under Section 2.5 of the MSA.

2.6 Independence of the Partner.

(a) No exclusivity, no territory. The authorisation is not exclusive and is not limited to, nor reserved within, any territory or customer group. Veliu may appoint other partners and sell directly to any customer, subject to Sections 2.9 and 2.11.

(b) No obligation to promote. The Partner has no obligation to promote the Services, reach any target or devote any minimum time, and decides freely whether, when and how to propose them.

(c) No authority to represent or bind. The Partner acts in its own name and on its own account. Admission to the Program is no authorisation to speak or act in the name or on behalf of Veliu, to represent Veliu, to negotiate or conclude contracts on its behalf, to accept Orders, to grant discounts, guarantees or terms other than those Veliu offers, or to make any statement binding on Veliu. The Partner uses Veliu’s name, logo, materials and other properties only as Section 17 allows, with Veliu’s prior written authorisation sent by email.

(d) The Partner’s own services. The Partner contracts its own consulting, strategy, activation support and campaign management services directly with its Clients, sets their price and is solely responsible for them. Veliu is not a party to those contracts.

2.7 No white label. The Services are always provided under the Veliu name, and each brand’s AI carries the brand’s own name. The Partner may not offer the Services under its own name or any other name, resell them as its own or present them as its own technology. The Partner signs its own consulting and activation services.

2.8 AI Deep Audits.

(a) Ordering. The Partner may order AI Deep Audits of a brand through the Partner Tools at the partner price of €899 per audit (Schedule 1). Veliu delivers each audit within the time indicated when it is ordered.

(b) Resale. The Partner resells AI Deep Audits to the brand in its own name and on its own account, and freely sets the resale price. Veliu recommends a resale price equal to the Set-up Fee of the plan whose band matches the brand (Schedule 3). The prices that Veliu publishes or communicates for AI Deep Audits are recommended prices only.

(c) No credit on Set-up. An AI Deep Audit that a brand buys from the Partner gives the brand no credit on the Set-up Fee of a later Order (Section 8.3(e) of the MSA applies only to audits purchased from Veliu). The Partner keeps the price of its resale and tells the brand that the audit is a service of the Partner.

(d) Registration. Ordering an AI Deep Audit for a brand through the Partner Tools also registers that brand under Section 2.9, subject to Veliu’s confirmation under Section 2.9(a). An AI report registers a brand only where the Partner also creates the lead under Section 2.9(a).

2.9 Client registration.

(a) Registration. To be credited with a Client, the Partner enters the brand’s domain in the partner back office and creates the lead, taking it in charge, before the brand signs an Order. Veliu confirms or declines each registration within five (5) Business Days. A brand whose registration Veliu has confirmed is a “Registered Brand”. The date and time recorded by the partner back office decide which registration comes first.

(b) Grounds for declining. Veliu may decline a registration if the brand:

(i) is already a Veliu customer: an existing customer is never assigned to a Partner, unless Veliu itself asks the Partner in writing to manage that account, in which case the customer becomes a Referred Client of the Partner from the date and on the terms stated in Veliu’s request;

(ii) is already registered by another Authorised Partner; or

(iii) has been in a documented sales conversation with Veliu in the previous six (6) months; Veliu may still assign such a brand to the Partner by an explicit and demonstrable act of involvement before activation, such as an email to the brand introducing the Partner, a video call shared with the Partner or an equivalent documented step.

The first valid registration prevails.

(c) Registration period. A confirmed registration lasts 6 months from Veliu’s confirmation, and the Parties may extend it by agreement. A Registered Brand that signs an Order with Veliu during that period becomes a “Referred Client” of the Partner, whoever conducts the final steps of the sale.

(d) Leads from Veliu. A brand provided by Veliu’s lead engine is registered in the name of the Partner from the date on which the Partner confirms to Veliu, in the partner back office, that it will contact it.

(e) Direct contacts. If a Registered Brand contacts Veliu directly, Veliu informs the Partner and involves it in the sale.

(f) Client that leaves the Partner. If a Referred Client asks Veliu in writing to be followed directly by Veliu, the Partner stops being its point of contact, and the Revenue Share on that Client ends from the first day of the calendar month after the one in which Veliu receives the request. Veliu informs the Partner by email.

2.10 Same conditions in every channel. Veliu sets the Order of each brand from the same price list, Set-up rules, promotions, payment options and service conditions, whether the brand comes to Veliu directly or through a Partner. The same applies to the Partner’s Own Order. The Partner sells its own services at its own prices.

2.11 Veliu’s commitments to the Partner. Veliu:

(a) does not solicit a Referred Client to end its relationship with the Partner or to move to a direct relationship with Veliu;

(b) does not disclose to the Client the Partner’s remuneration or the terms of the Partner’s relationship with Veliu, except the existence of remuneration under Section 14.5 and what the law requires; and

(c) gives the Partner support to close and activate each Registered Brand, as described in Section 3.3.

3.1 What the Program includes. Subject to this Agreement, the Program includes:

1. an onboarding workshop on the Brand Agent and on agentic commerce scenarios;
2. early access to technology before it reaches the market, under Section 16;
3. a lead engine: prospects in the Partner’s target market selected by Veliu’s GTM engine (“Leads”), under Section 4.3;
4. the AI report engine, with 50 AI reports per calendar month;
5. 500 chat credits per calendar month, which the Partner uses for demonstrations of the Brand Agent to its clients and prospects, counted as the partner back office shows;
6. the AI Deep Audit engine at the partner price, under Section 2.8;
7. a full demo account, front and back, on the same standard demo brand used by the Veliu team;
8. Veliu’s engineering and commercial team alongside the Partner, under Section 3.3;
9. access to Veliu’s private research hub and to an agent that answers questions on agentic commerce;
10. regular training sessions and access to events selected by Veliu, subject to availability.

3.2 AI reports and chat credits. The AI reports and chat credits included in the Program refer to a calendar month, do not carry over to the following month and may be used only for the Partner’s clients and prospects. Additional AI reports and chat credits, where available, are charged at the price stated in the Partner Order. AI reports carry the Veliu name.

3.3 How we work together. Each Party names one reference person. The Parties hold a one-hour sync every two weeks on first sales, product feedback, lost deals and their reasons. Veliu aims to answer the Partner’s requests on reports, audits and other Program matters within twenty-four (24) hours on Business Days. Veliu takes part in the Partner’s first sale, in a call with a prospective Client led by the Partner, and supports the Partner in closing and activating each Registered Brand. These are reasonable-efforts commitments.

3.4 Changes to the Program. Veliu may update the Program benefits and the Partner Tools. A change that materially reduces the benefits of the Program requires at least thirty (30) days’ notice, email sufficing, and the Partner may terminate under Section 10.3(a) before it applies. Section 8.8 governs changes to the Revenue Share and to partner prices.

3.5 Records by email. Where the partner back office does not yet offer a function that this Agreement refers to, such as registration, lead confirmation, counters, payment status or statements, the Parties use email to admin@veliu.com for it, and the time recorded by Veliu’s mail server stands for the time recorded by the partner back office.

4.1 Retention of rights. Neither Party grants the other any rights except as expressly set out. The Partner retains all rights in Partner Data and in its own materials and services. Veliu and its licensors retain all rights in the Services, the Partner Tools, the Program materials, the research hub, the demo account, the AI reports, the AI Deep Audits and the Veliu Technology, subject to the rights of use set out in Sections 2.2 and 2.4.

4.2 Partner Data. “Partner Data” means materials that the Partner or its Users input into the Partner Tools, including information about its clients and prospects. The Partner grants Veliu a non-exclusive, worldwide, royalty-free right to use Partner Data to run the Program and to derive Telemetry.

4.3 Leads. Leads consist of business information about companies and their professional contacts. The Partner uses Leads only to propose the Services. Veliu informs the people concerned under Article 14 GDPR before providing their data to the Partner. At the first contact, the Partner names Veliu as the source, provides its own privacy information and obtains prior consent for marketing emails where required. Each Party informs the other of any objection it receives within five (5) Business Days. Veliu does not guarantee the number, quality or conversion of Leads.

4.4 Telemetry. “Telemetry” has the meaning given in the MSA. It does not identify any individual and, as between the Parties, is owned by Veliu. Veliu derives and uses Telemetry on the terms of Sections 4.4 and 4.6 of the MSA.

4.5 Data protection. Each Party processes the business contact information it receives from the other, such as registrations, Leads and information on the status of Referred Clients, as an independent controller and in compliance with data protection law. The Partner shares with Veliu only information it is entitled to share. The Partner is not a processor of Veliu, and Veliu is not a processor of the Partner. Personal data processed in the Services on behalf of a Client is governed by the MSA and by the Data Processing Agreement between Veliu and that Client. Veliu’s processing is described in its Privacy Policy.

4.6 The Partner’s own Brand Agent and AI training.

(a) The Partner’s Own Order. The Brand Agent that the Partner runs on its own business is governed by the Partner’s Own Order and by the MSA, including Section 4.6 of the MSA (data and AI training) and Section 4.7 of the MSA (hosting, security and EU residency), and this Agreement leaves those terms unchanged.

(b) Partner Data. Veliu applies the same principle to Partner Data: it uses Partner Data only to run the Program and to derive Telemetry, and never uses Partner Data to train AI models that serve other partners or customers.

5.1 Accurate representation. The Partner presents Veliu and the Services accurately and in line with the materials and language provided by Veliu. In particular, the Partner:

(a) uses the standard demo brand provided by Veliu, and does not build or show custom demos before a Client has signed;

(b) quotes results only when measured on the Client’s own data, and never presents them as guaranteed;

(c) does not promise placement, rankings or recommendations on ChatGPT, Gemini or similar platforms, which depend on those platforms;

(d) offers prices, Set-up conditions, promotions and the Satisfaction Guarantee only as offered by Veliu, and presents the Satisfaction Guarantee only on the terms of the MSA and only where the Client’s Order states that it applies;

(e) does not make statements or commitments in the name of Veliu, and does not modify or misrepresent the Services, the AI reports or the AI Deep Audits, or offer them under another name;

(f) makes clear to Clients that its own consulting, strategy, activation support and campaign management services are provided by the Partner; and

(g) does not present itself as Veliu, as Veliu’s agent or representative, or as “authorised” by Veliu, except with the written authorisation of Section 17.

5.2 Compliance. The Partner complies with all laws applicable to its activity, including data protection and electronic marketing rules for its outreach, advertising rules, competition law, anti-bribery laws and sanctions. The Partner does not offer or give any improper payment or advantage to obtain business.

5.3 Brand use. The Partner uses Veliu’s name, logo, materials and other properties only as permitted by Section 17 and by Veliu’s brand guidelines.

5.4 Information. The Partner informs Veliu promptly of any complaint, dispute or issue raised by a Client or prospect about the Services.

5.5 Non-compete during the Term.

(a) Competing Product. “Competing Product” means a third-party product or service offered to brands as their own AI agent that sells: it talks with the brand’s website visitors or answers AI shopping agents on the brand’s behalf. The features of the e-commerce, product-information, search, advertising and customer-service software that a client uses, the Partner’s work to implement them, and the Partner’s own consulting, strategy and campaign services fall outside this definition.

(b) Undertaking. During the Term, the Partner does not promote, resell, recommend, integrate or implement a Competing Product for its clients or prospects, and does not take part in the development of a Competing Product.

5.6 Non-solicitation and non-circumvention. During the Term and for twelve (12) months after it ends, the Partner does not:

(a) solicit or induce a Referred Client, a brand it registered under Section 2.9 or any other Veliu customer it came to know through the Program to reduce, end or replace its subscription with Veliu;

(b) propose a Competing Product to those brands;

(c) solicit or hire Veliu’s employees or contractors whom it met through the Program; or

(d) circumvent Veliu by contracting with a brand it registered under Section 2.9 for a Competing Product.

A breach of Section 5.5 or of this Section 5.6 entitles Veliu to damages, including the Subscription Fees lost, and to injunctive relief. Sections 5.5 and 5.6 cease to apply from a termination by the Partner under Section 10.2 for Veliu’s uncured material breach, without prejudice to Veliu’s claims for damages that arose before that termination.

Veliu may suspend the Partner’s access to the Partner Tools and the authorisation under Section 2.2 if: (a) the Partner breaches Section 2.4 or Section 5; (b) Section 2.1A is not met, or an amount due under the Partner’s Own Order or under this Agreement remains unpaid after the second failed debit under Section 8.6(a) of the MSA; (c) a change in law requires suspension; (d) the Partner’s actions risk harm to Clients, prospects or other partners, or to the security, availability, or integrity of the Services; or (e) the Partner revokes the Mandate under Section 8.5 and does not provide a valid replacement payment method within ten (10) Business Days of Veliu’s request. Where practicable, Veliu will give prior notice (email sufficing). Suspension does not suspend the Partner’s payment obligations, and Section 8.7(h) governs the Revenue Share during the suspension.

7.1 Third-party platforms. The Services and the Partner Tools work with third-party platforms not provided by Veliu, for example AI platforms and protocols and the e-commerce platforms of Clients. Use of any third-party platform is subject to the agreement with its provider. Veliu does not control and has no liability for third-party platforms.

7.2 Clients. Each Client contracts directly with Veliu under the MSA, which governs the Services, their activation, their fees and, where the Client’s Order states that it applies, the Satisfaction Guarantee. Veliu may accept or decline any prospective Client at its discretion. The Partner is not a party to the Client’s Order or to the agreement between Veliu and the Client.

8.1 Fees. The Program carries no fee. The Partner pays the AI Deep Audits it orders, at the partner price of €899 per audit, and any additional AI reports or chat credits it orders, at the prices stated in Schedule 1 and in the Partner Order. The Partner pays for its own Brand Agent under the Partner’s Own Order and the MSA. Fees under this Agreement are in EUR unless the Partner Order states otherwise, and are invoiced and collected as set out in Sections 8.3 to 8.6. They are non-refundable except as set out in Section 8.5(e) of the MSA, as applied by Section 8.5, and in Section 13.4. Amounts paid under this Agreement fall outside the Satisfaction Guarantee, and the Satisfaction Guarantee does not apply to the Partner’s Own Order; the Exit Window under Section 10.2A of the MSA applies to it as to every Order.

8.2 Taxes. Fees and Revenue Share are exclusive of VAT and similar taxes, which are charged or reverse-charged as required by law. Each Party is responsible for the taxes on its own income. The Partner provides the tax information needed for invoicing and payment.

8.3 Invoicing.

(a) On order. AI Deep Audits, additional AI reports and additional chat credits are charged when the Partner orders them.

(b) Invoice. For each amount, Veliu Limited issues the invoice once the payment is credited to its account; each SEPA debit is notified in advance under Section 8.5(d) of the MSA.

(c) Documents. Veliu Limited issues invoices electronically and makes them available in the partner back office and by email.

8.4 Payment methods. Veliu collects the amounts due under this Agreement through Stripe, its payment service provider, with the payment method of the Partner’s Own Order: SEPA Direct Debit under Section 8.5 or, where the Partner’s Own Order provides for them, card or Link. Veliu does not accept manual bank transfers. Where an amount exceeds the limit Stripe applies to a single debit, Veliu collects it in several debits. The Partner keeps its payment method valid and up to date, and may switch between the methods that the Partner’s Own Order provides by updating its payment details through Stripe at least ten (10) Business Days before the next collection.

8.5 SEPA Direct Debit. Sections 8.5 and 8.6 of the MSA apply to the amounts due under this Agreement. For that purpose:

(a) “Customer” means the Partner and “Order” means the Partner Order;

(b) the Partner authorises Veliu, and Stripe on its behalf, to collect those amounts under the recurring SEPA Direct Debit mandate that the Partner has accepted for the Partner’s Own Order (the “Mandate”), and keeps the Mandate in force until all amounts due under this Agreement have been paid;

(c) Veliu, or Stripe on its behalf, notifies the Partner by email of the amount and date of each debit at least three (3) days before it is made, and one notice may cover several debits; and

(d) where Section 8.6 of the MSA refers to the suspension of the Services or to the termination of the Order, Section 8.6 of this Agreement applies.

8.6 Failed payments and late payment.

(a) Failed debits. If a debit or charge fails, or is rejected, returned or reversed for a reason not attributable to Veliu, Veliu notifies the Partner and presents it again after five (5) Business Days. If it fails a second time, Veliu may suspend the Partner’s access under Section 6 until the amount is paid and, if the amount remains unpaid thirty (30) days after the suspension, Veliu may terminate this Agreement with immediate effect by written notice.

(b) Costs. The Partner reimburses the fees charged to Veliu by its payment service provider and banks for each failed, returned or reversed debit not attributable to Veliu.

(c) Interest. Amounts not paid when due bear interest at the rate set by the European Communities (Late Payment in Commercial Transactions) Regulations 2012, currently the ECB reference rate plus eight (8) percentage points, and Veliu is entitled to the fixed compensation for recovery costs under those Regulations (€40, €70 or €100 depending on the amount due), without prejudice to reasonable recovery costs exceeding it.

(d) Breach. Non-payment is a material breach for the purposes of Section 10.2.

8.7 Revenue Share.

(a) Entitlement. For each Referred Client, Veliu pays the Partner a percentage of Net Revenue set by the plan of the Client’s Order in the month concerned (the “Revenue Share”): Core 5%, Challenger 10%, Leader 15%, Heritage 20%. In any calendar month in which the Partner has 10 or more Active Referred Clients, each percentage rises by 10 percentage points (the “Bonus”) on all of the Partner’s Active Referred Clients for that month. An “Active Referred Client” is a Referred Client whose Order is paid and active in the month concerned, as counted in Veliu’s statement under paragraph (e). The number of Referred Clients is unlimited. The Partner’s Own Order, and the Orders of the Partner’s Affiliates, generate no Revenue Share. Net Revenue collected in a currency other than euro is converted into euro at the exchange rate that Stripe applied at collection, and Revenue Share is calculated, invoiced and paid in euro.

(b) Accrual and start. Revenue Share accrues on the Net Revenue collected from a Referred Client from its Activation Date, and becomes payable only once the Client’s Exit Window under Section 10.2A of the MSA (days 91 to 98 after the Activation Date) has closed without termination. If the Client terminates its Order under Section 10.2A of the MSA, including by the confirmation that Section 10.3(d) of the MSA allows, or exercises the Satisfaction Guarantee under Section 10.3 of the MSA, no Revenue Share is due on that Client, and Section 8.7(g) applies to any amount already paid.

(c) Net Revenue. “Net Revenue” means the Subscription Fees actually collected by Veliu from a Referred Client for the month concerned, net of VAT and similar taxes, refunds, credit notes, chargebacks and refunds obtained by the Client from its bank. Net Revenue excludes the Set-up Fee for the AI first training and onboarding, AI Deep Audits, Additional Fees, any other amount and the Partner’s own services. Under annual billing, the Subscription Fees collected for the year are allocated to its twelve (12) months in equal parts. No Revenue Share accrues on a month whose Subscription Fees the Client has not paid; it accrues when, and to the extent that, those fees are collected. The partner back office shows the payment status of each Referred Client.

(d) Duration. Revenue Share accrues for the Referred Client’s Initial Term, including the upgrades and add-ons that the Client orders in that term while the Partner remains its point of contact, to the extent they are billed as Subscription Fees. For each Renewal Term, and for the upgrades ordered in it, Revenue Share accrues only where the Partner has demonstrably managed the renewal, by involving Veliu by email before the renewal date or by showing its activity for the renewal, such as video calls, meetings or written exchanges with the Client. Veliu confirms in the statement whether this condition is met. This paragraph is subject to Sections 2.1A and 2.9(f).

(e) Statement. By the tenth (10th) Business Day of each month, Veliu makes available in the partner back office a statement for the previous month showing the Active Referred Clients, the Net Revenue collected from each of them, the percentage applied, the Revenue Share due and the wording that the Partner quotes on its invoice.

(f) Invoicing and payment. For each Referred Client, the Partner issues its first invoice once the Client’s Exit Window has closed, and no later than the end of the fourth month after the Client’s Activation Date, for the Revenue Share on the Client’s first three months. After that, the Partner invoices each month the Revenue Share for the previous month, by the thirtieth (30th) day of the following month. Each invoice quotes the wording of the statement and states “payment at 30 days end of month from the invoice date”. Veliu pays each valid invoice by bank transfer within thirty (30) days end of month from the invoice date, that is, by the last day of the month in which the thirtieth (30th) day after the invoice date falls. Veliu may set off against the Revenue Share any amount that the Partner owes to Veliu under this Agreement or under the Partner’s Own Order.

(g) Adjustments. If Net Revenue on which Revenue Share was paid is later refunded, credited or reversed, Veliu deducts the corresponding Revenue Share from the following payments or, if no further payments are due, the Partner repays it within thirty (30) days of Veliu’s request.

(h) Conditions. Veliu pays Revenue Share while Section 2.1A is met and the Partner is not in material breach of this Agreement. While a failed payment on the Partner’s Own Order is being collected again, or a material breach remains uncured, Revenue Share continues to accrue and Veliu withholds it; Veliu pays it once the payment is collected or the breach is cured, subject to set-off under paragraph (f). No Revenue Share accrues for any period in which the Partner holds no Order that meets Section 2.1A. Revenue Share is not due on Net Revenue from Clients obtained through statements or commitments that breach Section 5.

(i) After termination. Revenue Share accrued before termination remains payable, subject to set-off under paragraph (f) and to Section 10.4. No Revenue Share accrues after termination, except that, if Veliu terminates this Agreement for convenience under Section 10.3(b), Revenue Share continues to accrue for twelve (12) months after termination on the Referred Clients whose Order was active on the termination date, on the terms of this Section 8.7 and of Sections 2.1A and 2.9(f).

8.8 Changes. Veliu may change the Revenue Share percentages, the Bonus and its threshold, and the partner prices, by giving at least thirty (30) days’ notice, email sufficing. A change applies only to Net Revenue collected, and to orders placed, after it takes effect, and a reduction of the percentages or of the Bonus, or a higher threshold, applies only to Referred Clients whose first Order is signed after it takes effect. The Partner may terminate under Section 10.3(a) before a change applies.

9.1 Mutual warranties. Each Party warrants that it is duly organised and in good standing, has authority to enter into this Agreement, and will comply with laws applicable to its performance.

9.2 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1, THE PROGRAM, THE PARTNER TOOLS, THE LEADS, THE AI REPORTS, THE AI DEEP AUDITS, AND ALL SUPPORT ARE PROVIDED “AS IS”. VELIU MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. VELIU DOES NOT WARRANT THAT USE WILL BE UNINTERRUPTED OR ERROR-FREE, AND DOES NOT WARRANT ANY LEVEL OF SALES, CLIENTS, OR REVENUE SHARE FOR THE PARTNER. Without limiting the foregoing, the Partner acknowledges that: (a) the AI reports, the AI Deep Audits and the other outputs of the Partner Tools are not professional advice; (b) they may include inaccurate or erroneous information, including because they operate on top of third-party AI platforms; (c) the Partner is responsible for independently evaluating them before using them with its clients and prospects; and (d) Veliu makes no promise as to traffic, sales, rankings, or recommendations by any AI platform. The Services provided to Clients and to the Partner under the Partner’s Own Order, and the warranties and service levels that apply to them, are governed by the MSA.

10.1 Term. This Agreement begins on the effective date of the Partner Order and continues for an indefinite period while Section 2.1A is met, until terminated under this Section 10 (the “Term”). It ends automatically if Section 2.1A is not met for more than thirty (30) consecutive days. If the Partner meets Section 2.1A again within those thirty (30) days, by settling the failed payment or by holding a new Order that meets it, this Agreement continues and the Partner’s rights resume.

10.2 Termination for cause. Either Party may terminate immediately on written notice if the other: (a) fails to cure a material breach within 30 days after notice; (b) ceases operation without a successor; or (c) becomes subject to an insolvency proceeding not dismissed within 60 days. Veliu may also terminate immediately on written notice if the Partner breaches Section 5.1 in a way that harms Veliu or a Client, or breaches Section 5.2.

10.3 Termination at any time.

(a) By the Partner. The Partner may terminate this Agreement at any time by written notice, including by email or through the partner back office. Termination takes effect at the end of the calendar month in which the notice is given, and amounts due for items ordered before that date remain due. The Partner’s Own Order continues under its own terms.

(b) By Veliu for convenience. Veliu may terminate this Agreement for convenience by giving at least thirty (30) days’ written notice. Section 8.7(i) applies to the Revenue Share.

10.4 Termination for harmful conduct. Veliu may terminate this Agreement with immediate effect by reasoned written notice if the Partner:

(a) commits fraud or dishonesty towards Veliu, a Client or a prospect;

(b) makes false statements about Veliu or the Services, or makes promises, guarantees or commitments in Veliu’s name or beyond those in the Client’s Order;

(c) uses Veliu’s name, logo, materials or the Partner Tools without authorisation or beyond it;

(d) breaches Section 5.5, Section 5.6 or Section 14;

(e) offers or gives an improper payment or advantage, or breaches sanctions or anti-bribery laws;

(f) uses Leads, Partner Data or Client data unlawfully or beyond the purposes of the Program;

(g) causes material harm to a Client, a prospect or another partner by wilful or grossly negligent conduct, or loads real Client data into the demo account; or

(h) repeatedly breaches this Agreement or the Program documents after a written warning.

On such termination, Veliu removes access to the Partner Tools and to the demo account at once, and no further Revenue Share accrues. Revenue Share accrued but unpaid remains due; Veliu may withhold it, up to the damages that the conduct caused, until those damages are agreed or finally determined, and set it off against them. Veliu keeps its right to damages and to injunctive relief.

10.5 Effect. On termination: (a) the authorisation under Section 2.2 and any authorisation under Section 17.1 end, and the Partner stops presenting itself as an Authorised Partner; (b) access to the Partner Tools and to the demo account ends; (c) the Partner stops using the Leads it has not contacted before termination; (d) registrations that have not become Referred Clients lapse; (e) Section 8.7(i) applies to the Revenue Share; (f) Section 5.6 continues to apply for twelve (12) months, within the limits of its last paragraph; and (g) each Party returns or deletes the other’s Confidential Information, except copies required by law or kept in standard backups. Termination does not affect amounts accrued before it. Agreements between Veliu and Clients, and the Partner’s Own Order, continue under their own terms.

10.6 Survival. Sections 2.4, 4, 5 (Section 5.6 for twelve (12) months after the end of the Term), 8 (for amounts accrued before termination and, for Revenue Share, under Section 8.7(i)), 9.2, 10.4 (as to its effects), 10.5, 10.6, 11, 12, 13, 14, 15, 16, 17.1 (as to goodwill, names and domains) and 18 survive.

If the Partner provides feedback about the Services or the Program, Veliu may use and exploit it without restriction.

12.1 Consequential damages waiver. EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS, NEITHER PARTY WILL HAVE LIABILITY FOR LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, BUSINESS INTERRUPTION, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY.

12.2 Liability cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S ENTIRE LIABILITY WILL NOT EXCEED THE AMOUNTS PAID BY EITHER PARTY TO THE OTHER UNDER THIS AGREEMENT, PLUS THE SUBSCRIPTION FEES PAID UNDER THE PARTNER’S OWN ORDER, IN THE 12 MONTHS BEFORE THE CLAIM AROSE. This Section 12.2 does not limit either Party’s obligation to pay the amounts due under this Agreement, including AI Deep Audit fees and Revenue Share.

12.3 Excluded claims. “Excluded Claims” means (a) breach of Section 14 (Confidentiality), (b) the Parties’ indemnification obligations under Section 13, and (c) breach of Section 5.5 or 5.6 by the Partner, and statements or commitments that the Partner makes knowingly in breach of Section 5.1. Nothing in this Agreement excludes liability that cannot be excluded under applicable law (including for death or personal injury caused by negligence, or for fraud).

12.4 Nature of claims. The limitations apply regardless of the form of action and survive even if a limited remedy fails of its essential purpose.

13.1 By Veliu. Veliu will defend and indemnify the Partner against third-party claims alleging that the Partner Tools or the Program materials, used in accordance with this Agreement, infringe a third party’s intellectual property rights, and will pay damages finally awarded (or amounts in settlement Veliu approves).

13.2 By the Partner. The Partner will defend and indemnify Veliu against third-party claims, including claims by Clients, prospects or authorities, to the extent arising from the Partner’s own services, from statements or commitments made by the Partner in breach of Section 5, or from the Partner’s breach of Section 4.

13.3 Procedure. The indemnified Party will promptly notify the indemnifying Party, give reasonable cooperation, and allow the indemnifying Party to control the defence and settlement (provided no settlement imposes a non-monetary obligation on the indemnified Party without consent).

13.4 Mitigation. If the Partner Tools are or may become subject to an IP claim, Veliu may at its option procure the right for the Partner to continue using them, modify them to be non-infringing, or terminate the affected tools and refund any prepaid, unused fees.

13.5 Exceptions. Veliu has no obligation under Section 13.1 for claims arising from modification of the Partner Tools by anyone other than Veliu, combination with items not provided by Veliu, use not in accordance with this Agreement, or trial, beta or early-access features.

13.6 Exclusive remedy. This Section 13 states each Party’s entire liability and exclusive remedy for third-party IP claims.

14.1 Obligations. Each Party protects the other’s Confidential Information, uses it only to perform under this Agreement, and may disclose it only to representatives bound by confidentiality.

14.2 Veliu’s Confidential Information. Veliu’s Confidential Information includes: the terms of this Agreement and of the Partner Order; partner prices; Revenue Share percentages and statements; the Program materials, playbooks and training; the research hub and its content; pre-release technology, roadmaps and product plans; Leads; pricing and offer structures that Veliu has not published; commercial initiatives; information on customers and pipeline; know-how, source code, prompts and configurations; security information; and any other information marked as confidential or that a reasonable person would understand to be confidential.

14.3 The Partner’s Confidential Information. The Partner’s Confidential Information includes Partner Data and the Partner’s own client relationships and commercial terms. Veliu keeps confidential the information on the Partner’s relationship with each Client, as Section 2.11 provides.

14.4 Exceptions. The obligations do not apply to information that is or becomes public through no fault of the recipient, was already known to the recipient, is received from a third party without restriction, or is independently developed.

14.5 Remuneration disclosed to Clients. The Partner informs each prospective Client, before it signs an Order, that the Partner receives remuneration from Veliu linked to the Client’s subscription, without stating amounts or percentages. Partner prices, Revenue Share percentages and statements are otherwise confidential, unless the law requires their disclosure.

14.6 Duration and remedies. The obligations of this Section 14 apply during the Term and for five (5) years after it ends and, for trade secrets, for as long as they remain trade secrets. Each Party may seek equitable relief for breach.

Either Party may disclose Confidential Information if required by law, subpoena, or court order, giving advance notice where legally permitted so the other Party may seek protective treatment.

Early access to pre-release technology, and any free, trial, alpha, or beta use, is provided for evaluation and demonstration, without warranty, indemnity, or support, and is confidential until Veliu releases the technology. The Partner does not present pre-release features to Clients as available unless Veliu has authorised it. Each Party’s total liability in connection with trials, betas, and early access will not exceed €50.

17.1 Authorisation by email. This Agreement grants the Partner no licence of Veliu’s names, logos or other properties. The Partner may use the Veliu name, the Veliu logo, the “Authorised Partner” wording and badge, screenshots, reports and other properties of Veliu only with Veliu’s prior written authorisation sent by email, for the use, the surfaces and the period stated in it, and in accordance with Veliu’s brand guidelines. Veliu may withdraw an authorisation at any time by email, and the Partner then ends the use within ten (10) Business Days. Without further authorisation, the Partner may name Veliu in plain text to identify the Services it proposes and as the source of Leads under Section 4.3, and may share AI reports and AI Deep Audits under Section 2.4. The Partner does not register or use any name, trademark, social media account or domain name that includes “Veliu” or is confusingly similar to it. All goodwill arising from the use of Veliu’s names and marks accrues to Veliu.

17.2 Announcements. The Partner announces its participation in the Program only as Veliu authorises under Section 17.1. Veliu may list the Partner, with its name and logo, as a partner on its website and in its materials with the Partner’s consent, email sufficing, and stops doing so in future materials on the Partner’s written request.

18.1 Assignment. Neither Party may assign without consent, except in connection with a merger or transfer of all or substantially all assets.

18.2 Governing law; jurisdiction. This Agreement is governed by the laws of Ireland, without regard to conflicts-of-laws rules. The courts of Ireland have exclusive jurisdiction over disputes relating to this Agreement, and both Parties submit to that jurisdiction.

18.3 Notices. Written notice to Veliu at 31-36 Ormond Quay Upper, Suite 4.01 Ormond Building, D07 F6DC, Dublin 7, Ireland (admin@veliu.com) and to the Partner at the Partner Order address; deemed given on the usual terms (personal delivery, registered mail, overnight courier, or email confirmation). Veliu may send operational notices by email or through the partner back office.

18.4 Additional terms. AI Deep Audits, additional AI reports or chat credits and other services that the Partner orders, through the Partner Tools or by a separate additional Partner Order, are governed by this Agreement. Additional Partner Orders form part of this Agreement and are subject to it.

18.5 Entire agreement. This Agreement, including the Partner Order (and any additional Partner Order) and the Schedules, is the entire agreement on the Program and supersedes prior agreements and terms on the same subject matter. The relationship between Veliu and each Client, and the Partner’s Own Order, are governed by the MSA.

18.6 Amendments. Amendments must be in writing and signed, or agreed through electronic means provided by Veliu. Partner purchase orders and business forms have no legal effect and are rejected. Veliu may notify updates to this Agreement with at least thirty (30) days’ notice, and the Partner may terminate under Section 10.3(a) before they take effect. Section 8.8 governs changes to the Revenue Share and to partner prices.

18.7 Waiver and severability. Failure to enforce a provision is not a waiver. If a provision is held unenforceable, it will be modified to the minimum extent necessary, and the rest remains in effect.

18.8 Force majeure. Neither Party is liable for delay or failure due to causes beyond its reasonable control. This Section 18.8 does not apply to payment obligations.

18.9 Subcontractors. Veliu may use subcontractors, including its affiliate Veliu S.r.l., and remains responsible for their performance.

18.10 Independent contractors. The Parties are independent contractors, and each Party bears its own costs and business risk. The word “partner” describes the commercial relationship set out in this Agreement, which creates no partnership, joint venture, agency, commercial agency, franchise or employment relationship.

18.11 Order of precedence. Conflicts are resolved in this descending order: (a) the Partner Order (including any additional Partner Order); (b) this Agreement, including its Schedules; (c) the provisions of the MSA that this Agreement applies by reference; (d) Veliu’s brand guidelines and other Program documents. The Partner’s Own Order follows the order of precedence of the MSA.

18.12 Clients and the MSA. Section 18.12 of the MSA sets out the corresponding terms for Clients that work with an Authorised Partner. Accordingly: (a) the Partner is not a party to the agreement between Veliu and the Client, and has no authority to represent Veliu, to bind Veliu, to grant guarantees, discounts or terms other than those in the Client’s Order, or to promise results; (b) the Partner’s own services are agreed between the Client and the Partner, and Veliu has no responsibility for them; and (c) Veliu may share with the Partner the information needed to manage the relationship and calculate the Revenue Share, such as the status of the Order, the plan, the Activation Date and the fees paid, and the Partner uses that information only for those purposes and keeps it confidential under Section 14.

18.13 Language. This Agreement is made in English. Veliu provides versions in Italian, German, French, Spanish, Dutch and Portuguese for consultation only. The English version is the one the Partner accepts and the one Veliu records; in case of inconsistency the English version prevails.

18.14 Acceptance record. The Partner accepts this Agreement by signing the partner order form or by confirming the Partner Order on the sign-up page. Veliu records the English text of this Agreement and of the Partner Order, its version (2.1, 28 October 2026), the date and time of acceptance, the IP address and the user who accepted, and makes a copy available in the partner back office and by email.

Prices exclude VAT. The Partner may leave the Program at any time under Section 10.3(a).

The recommended AI Deep Audit price equals the Set-up Fee of the same band. An audit the brand buys from the Partner gives no credit on the Set-up Fee of a later Order (Section 2.8(c)).

The client offer is set by Veliu, applies in the same way in every channel (Section 2.10) and may change; each Client’s Order states the terms that apply to that Client. Prices exclude VAT. The Heritage plan, for portfolios and multi-brand groups, is priced on quote, and its amounts are those stated in the Client’s Order. Under the MSA:

• every plan includes the same Services, with no limit on conversations, visitors, the channels stated in the Order, geographies, languages or Users, subject to the rules on band and Abuse (Section 2.6 of the MSA), and support depends on the plan (Section 3.3 of the MSA);
• every Order, on every plan, runs for twelve (12) months from its Activation Date and renews for successive twelve-month terms at the same Subscription Fees unless either party gives notice of non-renewal at least sixty (60) days before the end of the term; monthly billing is a way to pay the annual commitment in instalments (Section 10.1 of the MSA);
• annual billing is charged in advance at the annual price shown above;
• under annual billing, the refund of the unused months after an exit or a termination is made on the Client’s written request, at the latest within fifteen (15) days after the Order ends (Section 8.9 of the MSA);
• the Client may terminate its Order without giving reasons in the Exit Window, from the ninety-first (91st) to the ninety-eighth (98th) day after the Activation Date (Section 10.2A of the MSA), and at any time for a persistent Critical Failure (Section 10.2B of the MSA);
• the Satisfaction Guarantee applies only where the Client’s Order states it (Section 10.3 of the MSA);
• the Set-up Fee is paid in full at acceptance or in up to four (4) instalments, and a deferred start is available against a non-refundable deposit on the Set-up Fee (Section 8.3 of the MSA);
• an AI Deep Audit purchased from Veliu and delivered within sixty (60) days before the Order is credited on the Set-up Fee; an audit bought from a Partner is not (Section 8.3(e) of the MSA);
• payment is by SEPA Direct Debit, or by card or Link where the Order enables them, and US-dollar Orders are paid by card; Veliu does not accept manual bank transfers (Section 8.4 of the MSA).