Channel Partner Terms & Conditions

1. Definitions

The following definitions apply throughout this Agreement:

• Agreement:These Channel Partner Terms & Conditions, together with any written approval notice issued by FacilityBot upon acceptance of a partner application.
• Annual Contract Value (ACV):The total Year 1 subscription fees payable by an End User under a contract with FacilityBot.
• Channel Partner (also “Partner”): An individual or company approved by FacilityBot to refer prospective End Users under this programme. Partners have no right to resell, sublicense, or distribute the Products.
• Commission:The referral fee payable by FacilityBot to the Partner as set out in Section 5.
• Deal Registration:The act of submitting a Qualified Lead via the Partner Portal form or via the Partner’s unique Calendly tracking link, which creates an attribution record in FacilityBot’s CRM.
• Documentation: Installation instructions, user manuals, setup materials, release notes, and operating guidance produced by FacilityBot.
• End User: The company or individual who ultimately enters into a subscription contract with FacilityBot for the Products.
• End User Agreement: The contract between FacilityBot and an End User governing Product usage.
• FacilityBot: FacilityBot Pte Ltd, a Singapore company (UEN 201938906W).
• Email Introduction:A 3-way email connecting the prospect with FacilityBot’s sales team, sent by the Partner following manual Deal Registration. Strongly encouraged to maximise the likelihood of a successful handoff.
• Partner Portal: The password-protected web application made available to approved Partners at facilitybot.co/portal for deal registration, status tracking, and commission management.
• Products:FacilityBot’s software-as-a-service offerings, including all updates, upgrades, and related documentation.
• Qualified Lead:A prospective End User who (a) is not already a FacilityBot customer, (b) is not already recorded in FacilityBot’s CRM at the time of registration, and (c) has not previously been introduced by another Partner within the preceding 90 days.
• Territory: Worldwide, unless otherwise restricted in writing by FacilityBot.

2. Nature of Arrangement

This Agreement establishes a referral and introduction arrangement only. FacilityBot grants the Partner a non-exclusive, non-transferable right to identify prospective End Users and introduce them to FacilityBot in the Territory, strictly in accordance with this Agreement.

The Partner is not authorised to:

• resell, sublicense, distribute, or otherwise transfer the Products to any third party;
• enter into any contract or commitment on behalf of FacilityBot;
• negotiate pricing, terms, or scope with any prospective End User;
• represent themselves as an employee, agent, or legal representative of FacilityBot;
• bundle or combine the Products with other offerings without FacilityBot’s prior written consent.

FacilityBot retains sole discretion over whether to pursue, accept, or decline any introduced prospect and over all commercial terms offered to End Users. FacilityBot handles all aspects of the sales cycle following introduction — including demos, proposals, pricing negotiations, contract execution, and fulfilment.

3. Partner Obligations

3.1 Deal Registration

The Partner must register each prospective End User via the Partner Portal or Calendly tracking link before any introduction or discussion with FacilityBot takes place. Unregistered introductions are ineligible for Commission.

3.2 Email Introduction (Manual Registrations)

For leads registered manually via the portal, the Partner is strongly encouraged to complete a 3-way email introduction — connecting the prospect and FacilityBot’s sales team — promptly after registration. If no introduction is made and FacilityBot’s team is unable to get the prospect to book a demo after making reasonable outreach attempts, the Deal Registration may be voided and no Commission will be payable on that prospect.

Leads registered via the Calendly tracking link are attributed automatically upon booking and do not require a separate introduction.

3.3 Accurate Representations

The Partner must accurately represent the Products and the programme to prospective End Users. Partners may not make representations about the Products beyond what is set out in FacilityBot’s then-current Documentation and marketing materials. Partners must not make promises about pricing, feature development timelines, service levels, or contract terms without FacilityBot’s prior written approval.

3.4 Compliance with Partner Programme Terms

The Partner must comply with FacilityBot’s then-current partner programme guidelines as communicated via the Partner Portal, which may be updated from time to time with reasonable notice.

3.5 End User Agreements

End Users are subject solely to the terms of FacilityBot’s then-current End User Agreement. The Partner acknowledges that the Partner has no rights or obligations under the End User Agreement and is not a party to it.

4. Deal Attribution & Programme Limits

4.1 First-to-Register Attribution

Attribution is granted to the first Partner who successfully registers a Qualified Lead. If the same prospect is registered by more than one Partner, attribution is assigned to the earliest valid registration timestamp. FacilityBot’s CRM records are conclusive for the purposes of attribution.

4.2 90-Day Deal Expiry

A registered deal expires automatically if there is no status progression within any consecutive 90-day period. Upon expiry, the prospect’s email becomes available for re-registration by any Partner and no Commission is payable on the expired deal.

4.3 Eligibility — Net-New Customers Only

Commission is payable only in respect of Qualified Leads that result in a contract with an End User who was not a FacilityBot customer prior to introduction and who was not already recorded in FacilityBot’s CRM at the time of registration. FacilityBot reserves the right to verify eligibility at any point and to withhold or recover Commission where eligibility criteria are not met.

4.4 FacilityBot’s Right to Close Unsuitable Deals

FacilityBot retains sole and absolute discretion to mark any registered deal as Not Suitable and to decline to pursue the relevant prospect. FacilityBot may exercise this right at any time and for any reason, including (without limitation) where: (a) the prospect is outside FacilityBot’s target market or does not meet its qualification criteria; (b) the prospect has prior dealings with FacilityBot that make the introduction commercially inappropriate; (c) the deal presents legal, reputational, sanctions, or compliance concerns; or (d) FacilityBot reasonably determines that pursuing the deal is not in its commercial interests.

No Commission is payable on any deal closed as Not Suitable. FacilityBot will notify the Partner when a deal is marked Not Suitable via the Partner Portal. A deal closed as Not Suitable frees the relevant deal slot, allowing the Partner to register a new prospect.

5. Commission

5.1 Rate

Subject to this Agreement, FacilityBot will pay the Partner a Commission equal to 20% of the Year 1 ACV of each contract executed with a Qualified Lead introduced by the Partner.

5.2 Payment Trigger

Commission becomes payable only upon FacilityBot actually receiving the End User’s first full annual payment. Commission is not triggered by contract signing, proposal acceptance, or any other preceding event. If the contract provides for payment in instalments, Commission is calculated on the first full annual tranche received by FacilityBot.

5.3 Currency

Commission is paid in the currency in which FacilityBot received the End User’s payment. FacilityBot does not guarantee payment in any specific currency. No foreign exchange adjustment or guarantee is provided.

5.4 Payment Timeline

FacilityBot will pay confirmed Commission within 30 calendar days of receiving the End User’s qualifying payment, via bank transfer to the details provided by the Partner in the Portal. The Partner is responsible for maintaining accurate payment details.

5.5 Clawback

If an End User disputes, reverses, or fails to honour a payment within 90 days of FacilityBot’s receipt, FacilityBot may, at its sole discretion: (a) withhold any unpaid Commission on the relevant deal; (b) deduct the disputed amount from future Commission payable to the Partner; or (c) require the Partner to repay any Commission already disbursed. FacilityBot will notify the Partner promptly upon becoming aware of any dispute or reversal.

5.6 No Other Compensation

Commission constitutes the Partner’s sole compensation under this Agreement. FacilityBot is not liable for any margin, fee, or other compensation beyond the Commission described in this Section 5. No Commission accrues on contract renewals, upsells, or expansions beyond Year 1, unless separately agreed in writing.

5.7 Payment to the Contracting Entity

Commission is payable solely to the registered legal entity named in the approved partner application. FacilityBot does not pay Commission to individuals and will not split, redirect, or apportion Commission to employees, officers, shareholders, or representatives of the Partner, regardless of any internal arrangement within the Partner’s organisation.

Where the person who applied for or administers the Partner account is an employee or contractor of a third-party organisation, that individual is solely responsible for ensuring their participation complies with their employer’s conflict-of-interest, secondary employment, and remuneration policies. FacilityBot accepts no liability arising from any such conflict. The Partner indemnifies FacilityBot against any claims brought by a third party (including the Partner’s employer) arising from the receipt or internal distribution of Commission payments.

6. Taxes

Each party is solely responsible for all taxes, levies, and duties imposed on its own income, revenue, or profits by any governmental authority. The Partner is responsible for declaring and paying all applicable taxes on Commission income received under this Agreement in the jurisdiction(s) in which the Partner operates or is tax-resident.

Commission amounts stated in this Agreement are exclusive of any goods and services tax, value added tax, or similar consumption tax. Where the Partner is required by applicable law to charge such tax on services supplied to FacilityBot, the Partner must notify FacilityBot in writing and provide a valid tax invoice; FacilityBot will not be responsible for tax that is not separately itemised and substantiated.

If any withholding or deduction for tax is required by law on Commission payments, the parties will cooperate to minimise such withholding, including by providing documentation to support any applicable double taxation treaty relief. Withholding does not increase the gross Commission amount payable by FacilityBot.

7. Confidentiality

Each party (“Receiving Party”) may receive confidential information of the other party (“Disclosing Party”) in connection with this Agreement. The Receiving Party must protect such information using reasonable security measures and no less care than it applies to its own confidential information of similar sensitivity, and in any event no less than a reasonable standard of care.

Confidential information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) the Receiving Party lawfully possessed prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party’s information.

The Receiving Party may disclose confidential information only to employees, contractors, or advisors who have a need to know and who are bound by equivalent confidentiality obligations. Any other use or disclosure of confidential information constitutes a material breach of this Agreement.

Obligations under this Section survive termination of this Agreement for a period of three (3) years.

8. Intellectual Property

The Products and all related intellectual property rights — including patents, copyrights, trade secrets, trademarks, and all modifications, translations, or derivatives — are and remain the exclusive property of FacilityBot. No right, title, or interest in the Products passes to the Partner under this Agreement.

The Partner must not remove, alter, or obscure any proprietary notices on the Products or Documentation. FacilityBot may modify or discontinue the Products at any time without notice to the Partner. Such changes do not affect Commission payable on deals already registered prior to the modification.

9. Trademark & Brand Use

FacilityBot’s trademarks, trade names, and logos remain FacilityBot’s exclusive property. This Agreement grants the Partner a limited, revocable, non-exclusive licence to reproduce FacilityBot trademarks and trade names solely to identify the Partner as a FacilityBot referral partner and to promote introductions in accordance with this Agreement.

The Partner must follow FacilityBot’s then-current brand and logo usage guidelines (available in the Partner Portal). FacilityBot may revoke trademark usage rights at any time upon written notice if it reasonably determines that usage is inconsistent with its guidelines or damaging to its brand.

10. Warranties & Disclaimers

Each party warrants that it has full authority to enter into and perform this Agreement, and that doing so does not conflict with any other obligation.

The Products are provided by FacilityBot to End Users under the End User Agreement. FacilityBot makes no warranty to the Partner in respect of the Products beyond what is expressly stated in the End User Agreement. FacilityBot does not warrant that the Products will be free from defects, meet any particular requirements, or operate without interruption.

The Partner makes no representations or warranties about the Products to any third party beyond what is authorised in FacilityBot’s current Documentation and marketing materials.

11. Limitation of Liability

To the fullest extent permitted by law, FacilityBot excludes all liability for: (i) loss of profits; (ii) loss of business or revenue; (iii) loss of goodwill or opportunity; (iv) loss of data; or (v) any indirect, consequential, special, punitive, or incidental damages arising out of or in connection with this Agreement.

FacilityBot’s aggregate liability to the Partner under or in connection with this Agreement shall not exceed the total Commission actually paid by FacilityBot to the Partner in the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in this Agreement limits liability for fraud, wilful misconduct, or any liability that cannot be excluded by applicable law.

12. Indemnification

The Partner agrees to defend, indemnify, and hold harmless FacilityBot and its officers, directors, employees, and agents from and against any claims, losses, damages, costs (including reasonable legal fees), and liabilities arising from or related to: (a) the Partner’s marketing activities or communications to prospective End Users; (b) any representation made by the Partner that exceeds or is inconsistent with FacilityBot’s authorised messaging; (c) any combination of FacilityBot’s Products with the Partner’s own products or services; or (d) the Partner’s material breach of this Agreement.

13. Term & Termination

13.1 Term

This Agreement commences on the date FacilityBot approves the Partner’s application and continues until terminated in accordance with this Section.

13.2 Termination for Convenience

Either party may terminate this Agreement for convenience upon 24 hours’ written notice to the other party.

13.3 Immediate Termination

FacilityBot may terminate this Agreement immediately upon written notice if: (a) the Partner commits a material breach that is incapable of remedy, or fails to remedy a remediable breach within 14 days of written notice; (b) the Partner becomes insolvent, enters administration, or makes an assignment for the benefit of creditors; or (c) the Partner violates applicable trade sanctions, export controls, or anti-corruption laws.

13.4 Effect of Termination

On termination: (a) all Partner Portal access is revoked; (b) the Partner’s right to register new deals ceases immediately; (c) Commission remains payable only on deals registered and attributed prior to the termination date where the triggering payment from the End User is received within 90 days of termination; (d) the Partner must immediately return or destroy all FacilityBot confidential information and cease all trademark use; and (e) all accrued undisputed Commission sums owed by FacilityBot to the Partner become payable within the standard 30-day payment window.

Sections 7, 8, 9, 11, 12, 13.4, 14, 15, and 16 survive termination.

14. Trade Sanctions & Export Controls

The Partner must comply with all applicable trade sanctions and export control laws and regulations, including those of Singapore, the United States, and the European Union. The Partner warrants that it is not located in, or acting on behalf of any person or entity in, a jurisdiction subject to applicable sanctions.

If the Partner engages in any activity under this Agreement that causes or risks causing FacilityBot to violate applicable trade sanctions or export control laws, FacilityBot may immediately terminate this Agreement. FacilityBot will have no liability to the Partner as a result of such termination.

15. Anti-Corruption Compliance

The Partner must comply with the Singapore Prevention of Corruption Act and all other applicable anti-bribery and anti-corruption laws and regulations.

The Partner warrants that neither it nor any of its affiliates, owners, officers, directors, employees, or representatives has offered, promised, authorised, or provided — and will not offer, promise, authorise, or provide — anything of value (directly or indirectly) to any government official, political party, or candidate in connection with activities under this Agreement, in a manner that violates applicable law.

“Government Official” includes any government employee or official, employee of a public international organisation, person acting in an official capacity, officer or employee of a government-controlled entity, or member of a royal family with governmental influence.

The Partner must promptly disclose to FacilityBot if any owner, director, officer, or employee of the Partner holds or obtains a government position or political office that could create a conflict of interest under this Agreement.

16. General

16.1 Independent Contractors

FacilityBot and the Partner are independent contractors. Nothing in this Agreement creates any agency, partnership, franchise, employment, or joint venture relationship. The Partner has no authority to bind FacilityBot contractually.

16.2 Assignment

The Partner may not assign, transfer, or sub-contract any rights or obligations under this Agreement without FacilityBot’s prior written approval. FacilityBot may assign this Agreement to any affiliate or acquirer without consent.

16.3 Programme Communications

FacilityBot may send the Partner informational, operational, and marketing communications relating to the programme via email. FacilityBot may list the Partner’s company name in a general list of FacilityBot referral partners, unless the Partner requests otherwise in writing.

16.4 Entire Agreement & Amendments

This Agreement (together with any written approval notice issued to the Partner) constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior representations, discussions, and agreements. FacilityBot may amend this Agreement from time to time at its sole discretion. Continued use of the Partner Portal following any amendment constitutes acceptance of the amended terms.

16.5 Governing Law & Jurisdiction

This Agreement is governed by the laws of Singapore. The parties submit to the exclusive jurisdiction of the courts of Singapore in respect of any dispute arising out of or in connection with this Agreement.

16.6 Severability

If any provision of this Agreement is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.