Numra Partner Agreement

About this Agreement

This Partner Agreement (“Agreement”) is between Numra Limited, a company registered in Ireland (registered number 741389) with its registered office at 77 Lower Camden Street, Dublin 2, D02 XE80, Ireland (“Numra”, “we” or “us”), and the business accepted into the Numra Partner Programme (“Partner” or “you”). It applies from the date we confirm your acceptance into the programme.

1. Programme overview

1.1 The Numra Partner Programme rewards businesses that introduce new customers to Numra. You earn a commission on the first-year subscription revenue we collect from customers you refer, at a rate set by your partner tier.

1.2 The programme covers customers on Numra’s SMB and Mid-market plans. Referrals of Enterprise customers are subject to separate terms agreed in writing.

1.3 Joining is free. There is no certification requirement, minimum referral commitment or obligation to provide implementation services.

2. Partner eligibility

2.1 The programme is open to accounting practices, bookkeepers, ERP consultants, fractional CFOs and other professional advisers who work with businesses.

2.2 We decide at our discretion whether to accept an application.

2.3 Your own business, and businesses you own or control, cannot be Referred Customers. A subscription for your own business is billed at our standard prices and does not count towards your tier.

3. Referral registration and attribution

3.1 A “Referred Customer” is a business that becomes a paying Numra customer for the first time and that we confirm in writing as referred by you. To be confirmed, the business must:

• Name you as its referrer when it signs up or requests a demo; or
• Be registered by you with us by email before it signs up or signs an Order Form.

3.2 A business cannot be a Referred Customer if it was already a Numra customer, or was already in active discussions with us, before you introduced it.

3.3 A referral becomes a “Successful Referral” when we receive the Referred Customer’s first subscription payment.

3.4 If more than one partner claims the same customer, the referral is attributed to the partner who registered it first. Our decision on attribution is final.

3.5 We may decline to accept any business as a customer.

4. Partner tiers

4.1 Your commission rate for each Successful Referral depends on how many Successful Referrals you have made in total:

Tier	Successful Referrals	Commission
Bronze	1st to 5th	10%
Silver	6th to 10th	20%
Gold	11th onwards	30%

4.2 The rate for each Referred Customer is fixed when the referral becomes a Successful Referral, and applies for that customer’s whole Commission Period.

4.3 You keep the highest tier you reach. A higher rate applies only to new Successful Referrals. It is not applied to earlier Referred Customers.

5. Commission calculation

5.1 You earn commission on Eligible Revenue. “Eligible Revenue” means the subscription fees that we actually collect from a Referred Customer during its Commission Period.

5.2 The “Commission Period” is the first 12 months of the Referred Customer’s paid subscription, starting on the date of its first subscription payment.

5.3 Eligible Revenue does not include:

• VAT and other taxes.
• Implementation, setup or other one-off fees.
• Amounts refunded, credited or reversed.
• Fees invoiced but not paid.

5.4 Commission is earned only as we collect Eligible Revenue. It is not earned when a customer signs up, starts a trial or signs an Order Form.

5.5 No commission is payable on any subscription fees after the Commission Period, including renewals.

5.6 Commission is calculated in the currency in which the Referred Customer pays us.

6. Revenue collection and payment timing

6.1 We calculate commission quarterly, on the Eligible Revenue collected in each calendar quarter.

6.2 Within 15 days after the end of each quarter, we will send you a statement of the commission due. You then invoice us for that amount. We pay valid invoices by bank transfer within 30 days of receipt.

6.3 If the commission due for a quarter is less than €100, or the equivalent in the currency it is calculated in, we carry it forward to the next quarter.

6.4 Commission is exclusive of VAT. If you are registered for VAT, you may add VAT at the applicable rate to your invoice. You are responsible for your own taxes on commission you receive.

7. Refunds and cancellations

7.1 If we refund, credit or reverse any amount on which we have already paid commission, including through a chargeback, we may deduct the related commission from future payments to you. If no future payments are due, you must repay it within 30 days of our request.

7.2 If a Referred Customer cancels, downgrades or stops paying, commission is payable only on the Eligible Revenue already collected.

7.3 We have no obligation to collect unpaid fees from a Referred Customer, or to continue providing services to it.

8. Partner responsibilities

8.1 When you promote Numra, you must:

• Describe Numra accurately, using the information on our website or materials we provide.
• Comply with all applicable laws, including laws on marketing communications and data protection.
• Tell your clients that you may receive a commission from Numra, where the law or your professional rules require it.

8.2 You must not:

• Make any promise, price or commitment on Numra’s behalf, or offer discounts we have not approved.
• Send unsolicited marketing emails or messages that promote Numra.
• Bid on “Numra” or similar terms in paid search advertising.
• Use Numra’s name, logo or brand except as we approve in writing.

8.3 You have no authority to enter into any agreement on Numra’s behalf. Each Referred Customer contracts directly with Numra under Numra’s Terms and Conditions.

8.4 Numra provides its own product, subscriptions, implementation and support. You are not required to provide any services to Referred Customers on Numra’s behalf.

9. Confidentiality and data protection

9.1 Each party will keep confidential any non-public information it receives from the other party under this Agreement, including commission statements and customer information, and use it only for the purposes of this Agreement.

9.2 Each party is a separate controller of the personal data it shares with the other party under this Agreement. You may share a client’s contact details with us only where you have a lawful basis to do so.

9.3 We may publish your name and logo in a partner directory or marketing materials with your agreement. You can ask us to remove them at any time.

10. Termination

10.1 This Agreement continues until either party ends it. Either party may end it at any time by giving 30 days’ written notice to the other.

10.2 We may end this Agreement immediately by written notice if you breach it, or if your conduct could harm Numra’s reputation.

10.3 After termination, we will continue to pay commission on Eligible Revenue collected for Successful Referrals made before termination, until their Commission Periods end. If we end the Agreement under section 10.2, no further commission is payable.

10.4 We may change this Agreement, including commission rates and tiers, by giving you at least 30 days’ notice by email. Changes do not affect commission rates already fixed for Successful Referrals made before the change. If you continue in the programme after a change takes effect, you accept it.

11. Liability and governing law

11.1 Neither party is liable for any indirect or consequential loss, or for any loss of profits, revenue or business.

11.2 Our total liability under this Agreement is limited to the commission paid to you in the 12 months before the event giving rise to the claim. Nothing in this Agreement limits liability that cannot be limited by law.

11.3 You will indemnify us against claims, losses and costs arising from your breach of this Agreement, from statements you make about Numra that we have not approved, or from services you provide to your clients.

11.4 This Agreement does not create any partnership, agency, joint venture or employment relationship between the parties.

11.5 You may not assign or transfer this Agreement without our written consent.

11.6 This Agreement is governed by the laws of Ireland, and the courts of Ireland have exclusive jurisdiction.

12. Contact information

For questions about this Agreement or the Numra Partner Programme, contact us at support@numrahq.com, or write to Numra Limited, 77 Lower Camden Street, Dublin 2, D02 XE80, Ireland.