Partner Agreement
IntentionallyUs Partner Programme
This Partner Agreement ("Agreement") is made between Vorentoo Ltd, a company incorporated in Scotland (the "Company", trading as "IntentionallyUs"), and the individual or entity accepted into the IntentionallyUs Partner Programme (the "Partner"). By completing the partner signup process, the Partner agrees to be bound by the terms of this Agreement.
1. Definitions
1.1"Platform" means the IntentionallyUs website, application, and dashboards operated by the Company.
1.2"Couple" means a paying subscriber to the Platform who signed up through the Partner's own branded signup link.
1.3"Subscription Fees" means the fees actually collected by the Company from a Couple for their subscription to the Platform.
1.4"Revenue Share" means the percentage of Subscription Fees payable to the Partner under Clause 3.
1.5"Payout Date" means the 5th day of each calendar month, or the next business day if the 5th falls on a weekend or public holiday.
2. Nature of the Relationship
2.1The Partner is an independent contractor. Nothing in this Agreement creates an employment, agency, joint venture, or legal partnership between the Company and the Partner.
2.2This Agreement is non-exclusive. The Partner is free to promote, endorse, or take part in any other product, service, or programme, including a competing marriage or relationship application, without restriction or need for consent from the Company.
3. Revenue Share
3.1The Partner shall receive sixty percent (60%) of the Subscription Fees actually received by the Company from each Couple referred by the Partner, after deduction of Stripe's own fees on that payment, including card processing fees and, for payments settled in a currency other than the Company's primary currency, any currency settlement fee Stripe applies, for as long as that Couple remains an active, paying subscriber and the Partner remains part of the Programme.
3.2The Company retains the remaining forty percent (40%), plus the amount of the fees referred to in Clause 3.1.
3.3By way of illustration only, and subject always to Stripe's actual fees at the time of payment: if a Couple pays £9.99 and Stripe's fees on that payment total, say, 30p, the Revenue Share is calculated as 60% of £9.69 (£5.81), not 60% of the full £9.99. For a Couple paying in US dollars, Stripe applies both a card processing fee and, because the Company is UK-based, an additional currency settlement fee, so a US$9.99 payment may see combined fees of around 70 cents, giving a Revenue Share of 60% of $9.29 (roughly $5.57). The exact fee in either currency varies by card type, country, and currency, and by any change Stripe makes to its own pricing.
3.4The Revenue Share is calculated net of the deduction in Clause 3.1, and further net of any refund, reversal, or chargeback under Clause 5.
4. Payment of Revenue Share
4.1Revenue Share is paid monthly, in arrears, on or around the Payout Date, covering Subscription Fees collected in the preceding calendar month.
4.2Payment is made via Stripe Connect to the connected account nominated by the Partner. The Partner is solely responsible for completing Stripe's onboarding and identity verification process, and for keeping their account details accurate and up to date.
4.3Revenue Share is only paid out once the Partner's accumulated, unpaid Revenue Share derives from at least two (2) separate Couples. If this threshold is not yet met on a given Payout Date, the accrued amount is not lost, it carries forward and is included in a future payout once the threshold is reached.
4.4If the Partner has not completed Stripe onboarding by a given Payout Date, accrued Revenue Share is not lost. It carries forward and is included in the next Payout Date once onboarding is complete.
4.5Where a payout is made in a currency other than the currency in which the Partner ordinarily holds or receives funds, the amount the Partner ultimately receives may be affected by currency conversion and exchange rate fluctuation applied by Stripe, a correspondent bank, or the Partner's own bank. The Company does not guarantee any particular exchange rate and is not responsible for any variance in the amount received as a result of currency conversion or associated fees.
5. Refunds, Reversals, and Chargebacks
5.1If a Couple's payment is refunded, reversed, or successfully disputed (charged back) after the corresponding Revenue Share has already been paid to the Partner, the Company shall deduct the equivalent amount from the Partner's next scheduled payout.
5.2If a deduction under Clause 5.1 exceeds the amount owed to the Partner in a given month, the excess shall be carried forward and deducted from subsequent payouts until recovered in full.
6. Term and Termination
6.1This Agreement continues until terminated by either party in accordance with this Clause.
6.2Either party may terminate this Agreement for any reason by giving the other party sixty (60) days' written notice.
6.3The Company may terminate this Agreement immediately, without notice, if the Partner breaches this Agreement, engages in fraudulent activity, or brings the Platform into disrepute.
6.4On termination of this Agreement, for any reason:
(a) the Partner's right to receive any future Revenue Share ceases with immediate effect from the date of termination;
(b) all Couples previously referred by the Partner are transferred to, and continue their subscription directly with, the Company's main Platform, with no interruption to the Couple's own access or service;
(c) the Company shall pay any Revenue Share already accrued and owing to the Partner up to the effective date of termination, on the next scheduled Payout Date, subject to Clause 5.
7. Tax
7.1The Partner is solely responsible for determining, reporting, and paying any tax, national insurance, VAT, or other liability arising from amounts received under this Agreement, in their jurisdiction of residence or operation.
7.2The Company will not withhold tax from any Revenue Share payment and does not provide tax advice to the Partner.
8. Branding and Intellectual Property
8.1The Partner may supply a brand name, tagline, and related material for display on their own branded signup page. The Partner warrants that they have the right to use any such material and that it does not infringe any third party's rights.
8.2All rights, title, and interest in the Platform itself, including its software, design, and the "IntentionallyUs" name and any associated trademarks, remain the sole property of the Company. Nothing in this Agreement transfers any such rights to the Partner.
8.3On termination, the Partner's branded signup page and associated subdomain shall be deactivated, and the Partner shall cease using any Company branding, trademarks, or materials.
9. Data Protection and Confidentiality
9.1The Partner shall not seek or attempt to access any Couple's personal data, including health, financial, or relationship information stored within the Platform. The Partner's dashboard provides only aggregated, non-identifying metrics, such as couple counts and revenue figures.
9.2The Partner shall keep confidential any non-public information about the Company's business, including revenue figures, Couple numbers, and Platform functionality, other than as reasonably required to promote the Platform.
10. Limitation of Liability
10.1The Platform is operated by Vorentoo Ltd, trading as IntentionallyUs, which operates as its own distinct business.
10.2Neither Vorentoo Ltd nor any of its directors, officers, employees, or representatives shall be personally liable to the Partner for any loss of revenue, loss of profit, loss of business opportunity, or any indirect or consequential loss arising from or in connection with this Agreement or the Partner's participation in the Programme.
10.3Nothing in this Clause limits or excludes liability for fraud, or any other liability which cannot lawfully be limited or excluded under the laws of Scotland.
11. General
11.1This Agreement, together with the Company's Terms of Service and Privacy Policy, constitutes the entire agreement between the parties on the subject matter of this Agreement.
11.2The Company may amend this Agreement from time to time by giving the Partner reasonable notice. Continued participation in the Programme after such notice constitutes acceptance of the amended terms.
11.3If any provision of this Agreement is found unenforceable, the remaining provisions shall continue in full force and effect.
12. Governing Law and Jurisdiction
12.1This Agreement is governed by, and shall be construed in accordance with, the laws of Scotland.
12.2The parties submit to the exclusive jurisdiction of the Scottish courts in relation to any dispute arising out of or in connection with this Agreement.
Signed
For and on behalf of Vorentoo Ltd, trading as IntentionallyUs:
Signature
Name
Date
The Partner:
Signature
Name
Date