Sales Partner Agreement

This Agreement is made between:

Commencing  and continuing until ended under clause 13.

1. Nature of the arrangement

1.1 This is not employment. You are an independent contractor. There is no salary, no wage, no fixed hours, no activity quota and no guaranteed income of any kind.

1.2 You decide how you work, when you work and who you approach. Bridge Point will not direct your daily activity, require timesheets, or set minimum call, meeting or prospecting volumes.

1.3 You are responsible for your own income tax, GST (if registered), ACC levies, insurances and expenses. Nothing in this Agreement creates an employment relationship, partnership or joint venture.

1.4 The arrangement is non-exclusive on both sides. Bridge Point may appoint other sales partners and may sell directly.

2. What you may sell

2.1 You may offer Bridge Point's managed IT / MSP services and the following approved products: RiskSense, Litebooks, Scanfu, Who's Here, and any other Bridge Point product or service approved in writing.

2.2 Bridge Point may add, withdraw or reprice products at any time. Changes do not affect commission already earned or a deal already approved at Win Review.

3. Authority

3.1 You have no authority to bind Bridge Point, to agree pricing or terms with a customer, or to make representations about the service beyond approved material, unless and until the deal is approved at Win Review.

3.2 All customer contracts are between Bridge Point and the customer. Bridge Point decides, at its discretion, whether to accept any customer.

4. Deal ownership

4.1 If you originate an opportunity and record it in Bridge Point's CRM before anyone else, it is your opportunity.

4.2 Registration protects the opportunity for 90 days and is renewed by recording genuine, documented activity on it.

4.3 Commission applies to new revenue you directly create and close. Cross-selling additional approved products to a customer you introduced may generate additional commission on the same basis.

5. Win Review

5.1 Before anything is committed to a customer, the deal goes through a Win Review covering: the customer, the products and services, the number of users, the contract length, the selling price, the gross profit, any discounts or special terms, and the commission payable.

5.2 The Win Review record is the agreed statement of what the win pays. You therefore know, before the contract is signed, exactly what you will earn from winning it.

6. Commission on MSP services

6.1 Commission is calculated on the gross profit value of the signed contract:

Contract gross profit = users × gross profit per user per month × contract months
Commission = commission rate × contract gross profit

6.2 The commission rate is a flat 20% of contract gross profit. It does not vary with the size of the customer, the length of the contract or the product sold, except where clause 7 applies.

6.3 Reference figures at the date of this Agreement: MSP revenue of $49 per user per month and gross profit of $35 per user per month. The actual gross profit used is the figure confirmed at Win Review for that deal.

6.4 Bridge Point may change the rate in clause 6.2 on 30 days' written notice. A change does not affect commission already earned, or a deal already approved at Win Review.

7. Commission on other products

7.1 Where a product has a fixed-term contract, commission is 20% of the contract gross profit unless a different percentage is agreed in writing for that product.

7.2 Where software is sold month-to-month with no fixed term, commission is calculated against an agreed 12-month gross profit value.

7.3 The exact margin and percentage for each product are confirmed at Win Review.

8. When commission is earned

8.1 Commission becomes payable once both of the following have occurred:

(a) the customer has signed the agreement; and

(b) Bridge Point has received the customer's first payment.

8.2 Once both have occurred, the commission is earned in full.

8.3 There is no clawback if the customer subsequently leaves, downgrades or fails to pay later invoices. That customer-retention risk sits with Bridge Point.

8.4 Clause 8.3 does not apply where the deal was procured by fraud, forgery, or a material misrepresentation made by you to Bridge Point or to the customer. In that case the commission is repayable.

9. Payment

9.1 Earned commission is paid in the normal payment run following the month in which it was earned, and in any event within 20 working days of the end of that month.

9.2 Commission is paid against your invoice, or by buyer-created invoice if agreed. GST is added where you are registered.

9.3 Bridge Point will provide a statement showing each deal, the contract gross profit, the rate applied and the commission paid.

10. Costs

You meet your own costs of prospecting and selling — travel, phone, vehicle, entertainment, subscriptions and equipment — unless Bridge Point agrees otherwise in writing in advance.

11. Confidentiality, data and conduct

11.1 Pricing, margins, customer information and product roadmaps are confidential and must not be disclosed or used outside this Agreement.

11.2 You will handle personal information in accordance with the Privacy Act 2020 and record customer information in Bridge Point's CRM rather than in personal systems.

11.3 You will not misrepresent the service, make performance promises Bridge Point has not approved, or breach the Fair Trading Act 1986.

11.4 Customer relationships, CRM data and any material produced for Bridge Point belong to Bridge Point.

12. Competing services

12.1 You may hold other work and other income. You must not, without Bridge Point's written consent, sell or promote managed IT services that compete directly with Bridge Point's MSP offering.

12.2 For 12 months after this Agreement ends you will not solicit customers you introduced to Bridge Point away from Bridge Point.

13. Ending the arrangement

13.1 Either party may end this Agreement at any time on 30 days' written notice, or immediately for serious misconduct or material breach.

13.2 Commission already earned under clause 8 is paid in full regardless of termination.

13.3 Where a deal you registered and took through Win Review before termination is signed and first-paid within 60 days after termination, commission is still payable on it.

14. General

14.1 This Agreement, together with each Win Review record, is the entire agreement between us and replaces any earlier discussion.

14.2 Variations must be in writing, except where this Agreement expressly allows notice-based change.

14.3 Any dispute will first be discussed in good faith between the parties before either goes further.

14.4 This Agreement is governed by New Zealand law.