Partner Program Terms and Conditions Agreement

PREAMBLE & INTRODUCTION

This Partner Program Terms and Conditions Agreement (hereinafter referred to as the "Agreement" or "Terms and Conditions") constitutes a legally binding electronic contract between New Solutions for Telecommunications and Information Technology Co. (hereinafter referred to as the "Company", "First Party", or "Platform"), the sole owner and developer of the Enterprise Resource Planning system (The Future ERP), and any entity, individual, or establishment that registers, agrees to, or joins the Certified Partner Program of the Platform (hereinafter referred to as the "Partner", "Second Party", or "Success Partner").

This Agreement shall become effective and enforceable immediately upon clicking the "Agree" / "Accept" button, signing the onboarding application form, or commencing the use or promotion of the Partner Program's services and solutions. If you do not agree to all or part of these terms, please refrain from registering or using any services under this program.

ARTICLE 1: DEFINITIONS AND CONCEPTS

In the application of the provisions of this Agreement, the following terms and expressions shall have the meanings assigned to each of them, unless the context requires otherwise:

• The Company / The Platform: New Solutions for Telecommunications and Information Technology Co., being the sole owner of all intellectual and commercial property rights to the "The Future ERP" system.
• The System / The Future ERP: The cloud-based Enterprise Resource Planning (ERP) Software as a Service (SaaS) owned by the Company.
• The Partner / Success Partner: The legally licensed natural or legal person accepted into the Partner Program under one of the tracks specified in this Agreement.
• The End Customer: The individual, entity, or company purchasing or utilizing the "The Future ERP" system based on a referral, marketing, or implementation provided by the Partner.
• Commission / Financial Compensation: The percentage or financial amount due to the Partner in consideration of marketing and referral services in accordance with the mechanism specified in this Agreement.
• Partner Portal / Platform Interface: The dedicated digital interface provided to the Partner to track operations, referred customers, and financial reports.

ARTICLE 2: PARTNERSHIP TRACKS AND SCOPE OF COOPERATION

The Platform provides multiple partnership models. The Partner's obligations and entitlements shall be determined according to the approved track(s) indicated in the onboarding application form:

1. Reseller / Referral Partner Track:
   • Scope: Promoting and marketing the System, and bringing and directing investment opportunities and potential customers to the Platform.
   • Compensation / Commission: The Partner shall be entitled to a commission of ten percent (10%) of the net value of direct System license subscriptions paid by the referred End Customer, after deducting relevant operational government taxes and service delivery fees in each country according to local regulations.
2. Implementation Partner Track:
   • Scope: Managing implementation projects, customization, configuration, providing training, and delivering direct technical support to the End Customer according to the standards approved by the Platform.
   • Compensation / Commission: The Partner shall receive fifty percent (50%) of the financial compensation for implementation and training services. The value of these services shall be explicitly determined and published by the First Party on the Platform under standard plans, or customized for tailored plans agreed upon with the End Customer (the third-party user) based on requested services, in addition to the approved commission percentage on System licenses (if applicable and where the Partner brought the lead).
3. Technology & Integration Partner Track:
   • Scope: Software integration and technical coupling between "The Future ERP" system and complementary solutions (such as payment gateways, shipping providers, POS devices) via Application Programming Interfaces (APIs). This track is a free service provided by the Platform to partners of this type without any commissions for any party, unless agreed upon in a separate contract between the partners. However, the Second Party (Partner) shall be entitled to commissions if their services encompass any of the preceding tracks (Track 1 or Track 2) according to the respective percentages set for each track.

ARTICLE 3: COMMISSIONS, ENTITLEMENT, AND PAYMENT MECHANISM

• Commission Rate for Reseller / Referral Track: The Reseller/Referral Partner shall be entitled to a 10% commission on the actual subscription sales paid by the End Customer into the Company's account.
• Continuity of Commission: The Partner's right to receive the commission shall continue as long as the End Customer continues to renew their subscription to the System and pays their financial dues regularly and without interruption. End Customer subscriptions shall be monitored via a dedicated dashboard provided by the First Party, enabling the Partner to view and track all active subscriptions, trial periods, and due commissions directly on the Platform, which serves as the primary official portal for entitlements.
• Payment Schedule: Commissions shall be calculated and reviewed periodically, and due commissions shall be transferred to the Second Party's approved bank account within forty-five (45) days from the payment date by the End Customer (service user). This period allows for the processing of financial transactions and transfers with external parties such as banks and payment gateways, and ensures the non-refundability of subscriptions by the End Customer according to the refund policy published on the Platform, or according to the Platform's financial policy changes which shall be notified to the Partner via registered email.
• Commission Rate for Implementation Track: The Implementation Partner shall be entitled to fifty percent (50%) of the value of setup, configuration, and consulting services. Payment shall become due after full payment of the service value by the End Customer and upon signing an official formal acceptance protocol or confirming final acceptance and receipt of the service via official email correspondence with the Platform.
• Service Pricing: Sales to the End Customer shall strictly conform to the official, approved prices and packages published on the Platform's website. The Partner is not authorized to impose price increases or offer discounts not pre-approved in writing by the Company.

ARTICLE 4: OBLIGATIONS OF THE COMPANY (FIRST PARTY)

The Company commits to the following:

• Providing a stable operational environment and an ERP system adhering to the latest security standards and compliance with national regulations and legislation (such as the electronic invoicing "Fatoora" system and tax requirements).
• Maintaining a standard operational service level uptime of 99.5% in accordance with general SaaS benchmarks, with a maximum allowable monthly downtime of 43 minutes and a maximum allowable annual downtime of 8 hours and 45 minutes.
• Providing the Partner with digital marketing collateral, digital catalogues, and necessary cloud training through the "The Future Platform" or cloud meetings.
• Delivering required technical and functional support to customers according to their subscribed packages (when required).
• Offering introductory and demonstration (Demo) sessions to support the Partner during deal-closing stages when necessary.
• Providing a digital tracking portal for the Partner to manage and track referred customers and earned commissions.
• New Solutions for Telecommunications and IT Co. disclaims any liability for any agreements for services, consulting, digital products, or physical items executed directly between the parties (the Second and Third Parties / Partner and End Customer) outside the declared scope, terms, and prices of the Platform executed with full knowledge of New Solutions Co.

ARTICLE 5: OBLIGATIONS AND WARRANTIES OF THE PARTNER (SECOND PARTY)

The Partner acknowledges and agrees to:

• Comply with all applicable laws and regulations and refrain from using any illegal, deceptive, or misleading marketing tactics.
• Refrain from making any modifications to package prices or service details, or making oral or written representations/warranties to customers beyond the Company's approved Terms and Conditions.
• Refrain from competing with the Company by offering alternative ERP solutions or working on behalf of a direct competitor during the term of this Agreement.
• Safeguard the brand reputation of "The Future ERP" and refrain from misusing the logo or visual identity.
• Always direct customers to official registration and contract documentation via the Platform.
• Not duplicate, sub-license, issue, publish, transfer, distribute, perform, display, sell, or reclassify the services of New Solutions Co. ("The Future"), otherwise such action shall be deemed an illegal commercial exploitation or transfer of the service except as explicitly authorized under this contract.
• Comply with all applicable laws and regulations in each country of system operation.
• Provide truthful, accurate information to New Solutions Co. ("The Future") and update such information periodically.
• Review and comply with all notices transmitted by New Solutions Co. ("The Future") or published on its platforms regarding service usage.
• Use the service exclusively for lawful purposes, and refrain from using services to transmit or store illegal or fraudulent materials.
• Refrain from using the service to cause harm, harassment, or inconvenience to any person.
• Refrain from obstructing the proper operation of the New Solutions Co. ("The Future") system.
• Refrain from attempting to damage or impair the service in any manner.
• Refrain from copying or distributing the system or other contents without prior written consent from New Solutions Co.
• Maintain account passwords and credential methods strictly confidential and secure.
• Provide all proof of identity required at the sole discretion of New Solutions Co.
• Acknowledge that New Solutions Co. reserves the right to refuse service or system usage without stating reasons.

ARTICLE 6: SCOPE OF LICENSE

New Solutions for Telecommunications and IT Co. ("The Future") grants the Partner a non-exclusive, non-transferable, non-assignable, non-sublicensable, and revocable license to access and use our services solely for the specified purpose outlined under this Agreement.

ARTICLE 7: INTELLECTUAL PROPERTY RIGHTS

• Exclusive Ownership: All intellectual property rights, trademarks, designs, source codes, and content related to "The Future ERP" remain the sole and exclusive property of New Solutions for Telecommunications and Information Technology Co.
• Limited Rights: This Agreement does not grant the Partner any ownership rights in the System, but merely provides a limited, non-exclusive, non-transferable, non-sublicensable license to use the trademark and introductory materials solely for the marketing purposes specified in this Agreement.

ARTICLE 8: CONFIDENTIALITY AND DATA PROTECTION

• Both Parties undertake to maintain strict confidentiality regarding all commercial, technical, operational, and customer data disclosed or accessed during the course of this partnership.
• Neither Party shall disclose confidential information to any third party without the prior written consent of the disclosing Party.
• The obligation of confidentiality and data protection shall remain in full force and effect during the term of this partnership and for a period of three (3) years following its expiration or termination for any reason.

ARTICLE 9: INDEPENDENCE OF PARTIES & NO EXCLUSIVE AGENCY

• The Parties expressly agree that this Agreement does not create a partnership, employment, joint venture, employer-employee relationship, or exclusive agency between them.
• Each Party shall be deemed an independent legal and financial entity. The Partner has no authority to bind the Company to any financial or contractual obligations toward third parties without prior written consent.

ARTICLE 10: TERM AND TERMINATION

• Term: This Agreement shall be effective for a period of one (1) Gregorian year starting from the date of acceptance or signing of the onboarding form, and shall automatically renew for similar periods unless either Party notifies the other of its desire not to renew.
• Termination Without Cause: Either Party may terminate this Agreement at any time without cause by giving thirty (30) days' prior written notice to the other Party, without incurring any financial compensation penalties, subject to settling any outstanding earned commissions due to the Partner for existing active customers.
• Immediate Termination: The Company reserves the right to immediately terminate the partnership and block the Partner's account in the event of a material breach of this Agreement, engagement in fraudulent activities, or actions causing harm to the Platform's reputation.

ARTICLE 11: GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the applicable laws, regulations, and instructions in each country based on the jurisdiction of service delivery. In the event of any dispute or controversy arising out of or in connection with the interpretation or execution of this Agreement, the Parties shall attempt to resolve it amicably within fifteen (15) days. If an amicable settlement cannot be reached, the dispute shall be referred exclusively to the competent courts in the City of Riyadh, Kingdom of Saudi Arabia, being the jurisdiction of the Company's principal corporate headquarters.

ARTICLE 12: GENERAL PROVISIONS AND UPDATES

• Updates to Terms: The Company reserves the right to modify or update these Terms and Conditions from time to time. The Partner shall be notified via email or through the Partner Portal, and continued participation by the Partner shall constitute full acceptance of such updates.
• Notices: All official notices and communications shall be legally binding if transmitted via registered email, Partner Portal notifications, SMS, WhatsApp, or any official digital/written medium designated in the Partner's registered contact information.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, such invalidity shall not affect the validity and enforceability of the remaining provisions.

CONTACT INFORMATION AND PARTNER SUPPORT

• Official Email: Info@thefuture-erp.com
• Contact Numbers: As published on the official platform per country.
• Official Platform: The Future ERP Platform - New Solutions for Telecommunications & IT Co. (thefuture-erp.com)