This Reseller Agreement (the "Agreement") is entered into between Accent Infotech Limited, a company incorporated in New Zealand with registered office at 3/84A Wallace Road, Papatoetoe, Auckland, New Zealand ("AllSale") and the individual or entity that registers as a Reseller in the AllSale GEO AI platform ("Reseller", "you"). It supplements and forms part of the Terms of Service and incorporates the Data Processing Addendum. In case of conflict with the Terms of Service in respect of reseller-specific subject matter, this Agreement controls.
1. Programme & Eligibility
The AllSale Reseller Programme allows approved partners to onboard and bill end customers under their own brand, using the AllSale platform as the underlying service. Eligibility is at AllSale's sole discretion and may require completion of a Know-Your-Customer ("KYC") review.
2. Appointment & Scope
Subject to this Agreement, AllSale grants Reseller a non-exclusive, non-transferable, revocable right to (a) market, sell, and onboard end customers ("Sub-Customers") onto the Service, (b) collect subscription fees from Sub-Customers, and (c) display the platform under Reseller's permitted brand. The appointment is not exclusive to any territory unless agreed separately in writing.
3. Onboarding & KYC
Reseller must (a) submit accurate business and identity information at registration, (b) complete Stripe Connect onboarding (where payouts are routed via Stripe), and (c) pass AllSale's approval workflow before access to billing or paid features is enabled. AllSale may suspend pending or active Reseller accounts pending compliance review.
4. Revenue Share & Payouts
4.1 Platform Fee
AllSale charges a default platform fee of 30% of the gross subscription revenue collected from each Sub-Customer. AllSale may agree to a different platform fee for individual Resellers in writing.
4.2 Share
Reseller's revenue share equals 100% minus the applicable platform fee, applied to the gross paid amount of each Sub-Customer invoice, net of refunds, chargebacks, and processor fees as applicable.
4.3 Payment Flow
Subscription payments are processed by Stripe through Stripe Connect (Express). The platform fee is withheld by AllSale at the time of each successful invoice; the balance is automatically transferred to Reseller's Stripe Connect account on Stripe's standard payout schedule. Reseller is responsible for configuring its own payout schedule and bank account in Stripe.
4.4 Historical Ledger
AllSale maintains a per-invoice commission ledger for each Reseller. The ledger snapshots the platform fee in effect at the time of each invoice, so a later fee change does not retroactively affect prior periods. Reseller may export ledger data at any time from the reseller portal.
4.5 Refunds & Chargebacks
If AllSale refunds a Sub-Customer or absorbs a chargeback, the corresponding commission is reversed in Reseller's ledger and may be deducted from future payouts. Reseller is responsible for chargeback fees attributable to Sub-Customers Reseller onboarded.
4.6 Disputes
Reseller must raise any payout or ledger dispute within thirty (30) days of the relevant transaction. Statements not disputed within that period are deemed accepted.
5. White-Label Rights & Brand
Reseller may use the platform under its own brand within the limits exposed by AllSale's whitelabel feature set (custom logo, colours, support email, domain). Reseller must not (a) hold the underlying technology out as its own development, (b) imply an exclusive or principal relationship with AllSale, or (c) modify the platform's source code, security mechanisms, or audit/abuse-prevention features. AllSale may require visible "Powered by AllSale" attribution where mandated by partner-platform policies.
6. Your Customers
6.1 Sub-Customer Contracts
Reseller is responsible for entering into a written agreement with each Sub-Customer that, at minimum, (a) is consistent with this Agreement and the AllSale Terms of Service, (b) clearly informs the Sub-Customer that the underlying service is provided by a third-party processor, (c) complies with applicable consumer-protection, data-protection, and tax laws, and (d) flows down restrictions on use, AI disclosure, and acceptable use no less protective than those imposed on Reseller.
6.2 Support
Reseller is the first line of support for its Sub-Customers. AllSale provides Tier-2 support to Reseller during standard business hours and best-effort emergency response.
6.3 No Direct Solicitation
During the term and for 12 months after termination, AllSale shall not directly solicit Reseller's Sub-Customers for the same Service, except where the Sub-Customer initiates contact, has previously been an AllSale direct customer, or the relationship arises from generally available marketing.
7. Obligations & Conduct
Reseller agrees to:
- comply with all applicable laws, including consumer-protection, anti-spam, telemarketing, anti-bribery, sanctions, data-protection, and tax laws;
- maintain accurate Sub-Customer records and provide truthful disclosures about pricing, billing terms, and the AI nature of the Service;
- not make any representation, warranty, or commitment on AllSale's behalf beyond those contained in the Terms of Service;
- respond to Sub-Customer data-subject requests within applicable statutory time frames and cooperate with AllSale where AllSale is required to assist;
- not use the Service in any way that brings AllSale into disrepute or risks loss of access to a connected platform (Google, Meta, TikTok, Stripe, etc.);
- not engage in fee-stacking, hidden surcharges, or any practice that obscures the true cost to the Sub-Customer;
- not target individuals or businesses outside the lawful scope of the platform's connected-platform policies; and
- not engage in any form of credential sharing or seat splitting between Sub-Customer organisations.
8. Marketing & Use of AllSale Marks
Except as required by partner-platform "powered-by" obligations, Reseller has no right to use the AllSale name, logo, or trademarks externally. AllSale may identify Reseller as a partner in its own marketing and may use Reseller's logo for that purpose unless Reseller objects in writing.
9. Taxes & Invoicing
Reseller is solely responsible for (a) issuing invoices to its Sub-Customers in accordance with applicable law, (b) collecting and remitting any sales tax, VAT, GST, or similar consumption taxes due on its sales, and (c) reporting income from the Service to relevant tax authorities. AllSale's commission-ledger CSV is provided as a convenience; Reseller is responsible for the accuracy of its own bookkeeping.
10. Data Processing
For personal data processed via the Service, AllSale acts as a processor with respect to Reseller (controller). Where Reseller's Sub-Customers are themselves controllers, the chain runs Sub-Customer (controller) → Reseller (controller or processor, as legally classified) → AllSale (processor or sub-processor). The Data Processing Addendum applies in either case and is incorporated by reference.
11. Confidentiality
Each party will protect the other's Confidential Information using the same standard of care as for its own (and no less than reasonable care), and will use it only as needed to perform under this Agreement. Sub-Customer lists, pricing, and ledger data are Reseller's Confidential Information. Platform source code, roadmaps, and unpublished pricing are AllSale's Confidential Information.
12. Term & Termination
This Agreement begins when Reseller is approved into the programme and continues until terminated. Either party may terminate for convenience on 30 days' written notice. Either party may terminate immediately on material breach not cured within fifteen (15) days of notice, or on the other party's insolvency. AllSale may suspend or terminate immediately for (a) regulatory or partner-platform demand, (b) suspected fraud or security incident, or (c) violation of section 7.
13. Effect of Termination
On termination:
- Reseller's right to onboard new Sub-Customers ends immediately.
- For a transition period of up to 30 days, existing Sub-Customer subscriptions may continue to bill, with AllSale paying out residual commissions, after which AllSale may (i) terminate the Sub-Customer subscriptions, (ii) offer the Sub-Customers a direct migration to AllSale, or (iii) transfer them to another reseller. AllSale will choose the option that, in its good-faith judgement, best serves the affected Sub-Customers.
- Reseller will return or delete AllSale Confidential Information.
- Sections 4 (with respect to accrued commissions), 8 (negative covenant), 11, 13, 14, 15, and 17 survive.
14. Disclaimers & Liability
The Service is provided "as is" as described in the Terms of Service. The liability cap, exclusion of indirect damages, and other limitations in section 13 of the Terms of Service apply to this Agreement on a cumulative (not separate) basis.
15. Indemnification
Reseller shall defend, indemnify, and hold harmless AllSale and its officers, directors, employees, and agents from any third-party claim arising out of or related to (a) any agreement, representation, or warranty Reseller makes to Sub-Customers, (b) Reseller's products or bundled services, (c) Reseller's marketing or use of brand elements, (d) any tax or regulatory non-compliance by Reseller, and (e) Reseller's processing of personal data.
16. Independent Contractors
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship. Neither party has authority to bind the other.
17. General
The "General" terms of the AllSale Terms of Service (entire agreement, severability, waiver, assignment, force majeure, governing law, dispute resolution, notices) apply equally to this Agreement.