Parties
Service Provider: New Essential Services SPC · office@essential-services.org · Sultanate of Oman
Partner: — · —
Tier Assigned: — | Agreement Date: —
1. Definitions
"NES AI Platform" means the AI software-as-a-service product operated by NES at app.nes-ai.com.
"Partner" means the individual or legal entity executing this Agreement.
"Referral" means a new paying client introduced via the Partner's unique Referral Link who subscribes to the Platform.
"Active Client" means a Referred Client whose subscription is current and paid at the relevant incentive calculation date.
"Incentive" means the payment due as a percentage of the net subscription fee per Schedule 1.
"Referral Link" means the unique URL issued upon execution of this Agreement and completion of onboarding.
"Tier" means the Partner classification (Apex, Alliance, or Elite) assigned by NES.
2. Appointment and Scope
2.1 NES appoints the Partner as a non-exclusive referral partner for the NES AI Platform, subject to this Agreement.
2.2 The Partner is an independent contractor. Nothing in this Agreement creates employment, agency, joint venture, or partnership.
2.3 The Partner has no authority to bind NES, make representations on its behalf, or enter into contracts for NES.
2.4 The Referral Link activates only after: (a) execution of this Agreement; and (b) completion of onboarding to NES's satisfaction.
3. Incentive Structure
3.1 NES shall pay Incentive per Schedule 1 below.
3.2 Incentive is calculated on the net subscription fee after deduction of: (a) VAT or equivalent indirect taxes; (b) payment gateway fees including Thawani, Stripe, or equivalent; (c) bank charges or currency conversion costs.
3.3 Incentive is paid within 30 days of month end. NES provides a monthly incentive statement by email.
Schedule 1 — Incentive Structure
| Tier | Month 1 | Months 2–12 | Month 13+ | Monthly Target |
|---|---|---|---|---|
| Apex | 40% | None | None | 1–3 referrals/month |
| Alliance | 40% | 20% | 10% | 4–9 referrals/month |
| Elite | 40% | 25% | 12.5% | 10+ referrals/month |
Rate Locking: The Incentive rate applied to each Referred Client is locked at the Tier the Partner achieved in the calendar month the Referral was made. Rates are never retroactively adjusted on existing referred clients.
4. Clawback
If a Referred Client cancels within 90 days of sign-up, NES may claw back the first-month Incentive: Days 1–30: 100%. Days 31–60: 66%. Days 61–90: 33%. Clawback amounts are deducted from the next monthly Incentive payment.
5. Tier Review, Upgrade and Downgrade
5.1 Rate Locking: The Incentive rate for each Referred Client is locked at the Tier achieved in the month of referral and never retroactively adjusted.
5.2 Monthly Targets are soft — missing a single month carries no penalty.
5.3 Upgrade: A Partner achieving 3 consecutive months at the threshold of a higher Tier is automatically upgraded. The new Tier rate applies to all Referrals from the first month of the upgrade onwards.
5.4 Downgrade Review: Failing the committed monthly minimum for 3 consecutive months triggers a formal written review. Downgrade, if applied, takes effect on 30 days written notice and applies only to new Referrals made after the downgrade date.
6. Partner Obligations
- Represent NES AI honestly using only NES-approved materials.
- Not make representations about pricing or features without NES written consent.
- Comply with all applicable laws including data protection and anti-spam legislation.
- Immediately notify NES of any complaint, legal proceedings, or regulatory inquiry.
- Not self-refer — the Partner may not register as an NES client using their own Referral Link.
- Not refer NES clients to any direct competitor during the term and for 6 months after termination.
- Maintain confidentiality of all NES pricing, client data, and internal materials.
7. NES Obligations
- Issue a unique Referral Link upon execution and onboarding completion.
- Provide reasonable marketing support and approved materials.
- Notify the Partner within 5 business days of a Referral converting to a paid subscription.
- Pay Incentive per Clause 3 and Schedule 1.
- Provide portal access to referral and incentive data.
8. Death, Incapacity, and Corporate Events
8.1 Death: Incentive payments cease 30 days after written notification. Accrued unpaid Incentive is paid to the estate on production of valid probate or letters of administration. Incentive rights do not pass to heirs without NES's written consent.
8.2 Company Dissolution: Partner must notify NES within 14 days of filing for dissolution. Incentive ceases on the dissolution date. Accrued unpaid Incentive is payable to the liquidator.
8.3 Insolvency: NES may suspend Incentive payments pending legal clarity on the rightful recipient.
8.4 Assignment: Incentive rights are personal and non-transferable without NES's written consent. Corporate restructuring within the same group is permitted on 30 days' prior written notice.
9. Fraud and Termination for Cause
NES may terminate immediately and forfeit all unpaid Incentives where the Partner engages in self-referral, makes false representations, breaches applicable law, discloses confidential information, or violates the non-compete clause.
10. Confidentiality
Each party keeps confidential all information received from the other that a reasonable person would consider confidential, including pricing, client lists, and business strategies. Obligations survive termination for 3 years.
11. Non-Compete and Non-Solicitation
During the term and for 6 months after termination, the Partner shall not refer any NES client or prospect to a direct competitor of NES AI. "Direct competitor" means any provider of AI-powered business automation, AI receptionist, AI chatbot, or similar SaaS targeting GCC SMEs.
12. Term and Termination
This Agreement commences on the Agreement Date and continues until terminated by either party on 30 days' written notice. On termination: the Referral Link is deactivated; accrued Incentive is paid within 30 days; no new Incentive accrues after termination. Clauses 8–11, 13, and 14 survive termination.
13. Force Majeure
Neither party is liable for delay caused by circumstances beyond reasonable control. Incentive obligations are suspended, not cancelled, during force majeure. The affected party must notify the other within 5 business days.
14. Governing Law and Dispute Resolution
14.1 This Agreement is governed by the laws of the Sultanate of Oman.
14.2 Disputes: good-faith negotiation (15 days) → mediation in Muscat (30 days) → Primary Court of Muscat.
14.3 For Partners outside the GCC, NES may elect ICC arbitration with seat in Muscat, proceedings in English.
15. General Provisions
Entire Agreement: supersedes all prior discussions. Amendments: 30 days' written notice; continued participation = acceptance. Waiver: failure to enforce is not a waiver. Severability: unenforceable provisions do not affect the remainder. Language: English governs.