Partner Agreement

This Agreement commences on the date the Partner accepts it via the LuxeVault Partner Portal (the "Effective Date") and continues indefinitely until terminated in accordance with clause 13.

By accepting this Agreement, the Partner acknowledges that they have read, understood, and agreed to all its terms, and that acceptance constitutes a legally binding obligation.

The Partner agrees to pay LuxeVault a Commission on each Qualifying Transaction.

Commission rates are between 1% and 5% of the Transaction Value. The applicable rate for each Introduction is confirmed in the referral notification sent to the Partner at the time the Introduction is made and displayed in the Partner Portal. The rate is set by LuxeVault in its sole discretion, having regard to asset category, transaction complexity, and market practice.

Where a Qualifying Transaction comprises multiple assets, an ongoing service arrangement, or a phased transaction, Commission is calculated on: (a) the total Transaction Value (for single-asset transactions); (b) the total contracted sum (for service or retainer arrangements); or (c) where a phased structure applies, each tranche is treated as a separate Qualifying Transaction for Commission purposes, with Commission payable on each tranche upon its Commission Trigger Date.

No Commission is payable in respect of a transaction where the Partner demonstrates, by contemporaneous written evidence pre-dating the Introduction by at least six (6) months, that the buyer had a substantive, documented, and continuing commercial relationship with the Partner that was wholly independent of and unrelated to LuxeVault's Introduction. The burden of proof rests entirely with the Partner.

If any Qualifying Transaction is rescinded, cancelled, or unwound after the Commission Trigger Date for reasons not attributable to the Partner, the Parties will negotiate in good faith a proportionate adjustment to the relevant Commission. LuxeVault reserves the right to decline any adjustment where the rescission is attributable to Partner conduct.

LuxeVault reserves the right to revise Commission rates upon 30 days' written notice. Revised rates apply to Introductions made on or after the effective date of the revision, not to Introductions already made.

The Partner must notify LuxeVault of the completion of any Qualifying Transaction within five (5) business days of the Commission Trigger Date. Notification must be made via the Partner Portal or by email to partners@getluxevault.com and must include: (a) the name of the Introduced Buyer; (b) the date of completion; (c) the Transaction Value and supporting evidence (e.g. heads of terms, completion statement, or equivalent); and (d) the applicable asset category and reference number.

LuxeVault will issue a Commission invoice within seven (7) business days of receiving complete notification.

The Partner must pay each Commission invoice in full by the Invoice Due Date. Payment must be made by bank transfer in cleared funds to the account details stated on the invoice.

Invoices unpaid by the Invoice Due Date will, without prejudice to any other remedy, accrue interest at the rate of 8% per annum above the Bank of England base rate in force at the time, calculated daily from the Invoice Due Date until the date of actual payment in full, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

LuxeVault may charge a debt recovery fee of £40–£100 (depending on the debt value) per unpaid invoice, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

All amounts payable under this Agreement are exclusive of VAT or applicable sales taxes, which shall be added where applicable and payable by the Partner at the prevailing rate.

LuxeVault reserves the right to suspend or terminate Partner Portal access and the forwarding of future Introductions in the event of any overdue and undisputed Commission invoice. Such suspension does not release the Partner from its obligation to pay outstanding Commissions.

The Partner must maintain accurate records of all Introductions and resulting transactions for at least seven (7) years and make them available to LuxeVault on reasonable written request for audit purposes.

An Introduction is deemed made from the moment LuxeVault transmits the Introduced Buyer's contact details to the Partner.

During the Protection Period, the Partner agrees not to: (a) solicit, engage, or transact with the Introduced Buyer through any channel other than that established through the Introduction, for the purpose of avoiding or reducing Commission; (b) pass the Introduced Buyer's details to any third party — including sub-agents, associates, or affiliate partners — without LuxeVault's prior written consent; (c) structure any transaction to artificially reduce the Transaction Value for Commission calculation purposes; or (d) procure any third party to act on the Partner's behalf in a manner that would circumvent these obligations.

If the Introduced Buyer is introduced by the Partner to a third-party deal, co-investment, or joint venture during the Protection Period, and a transaction results from that introduction, Commission shall be payable on the Partner's share of the resulting transaction value.

The Partner must maintain a contact log for each Introduction, recording all communications with the Introduced Buyer, and must provide it to LuxeVault within five (5) business days of a written request.

The non-circumvention obligations in clause 5.2 survive termination of this Agreement in respect of any Introduction made prior to the termination date, for the remainder of the applicable Protection Period.

If a Qualifying Transaction results from a re-introduction of the same Introduced Buyer in a subsequent Protection Period — whether or not the initial Protection Period has expired — a fresh Commission obligation arises in respect of that re-introduction.

Each Party agrees to keep the other's Confidential Information strictly confidential and not to disclose it to any third party without the disclosing Party's prior written consent, except as permitted in clause 6.4.

The Partner's specific obligations regarding Introduced Buyer data: the Partner agrees to (a) use Introduced Buyer data exclusively to progress the specific Introduction to which it relates and for no other commercial, marketing, or prospecting purpose; (b) not add Introduced Buyer contact details to any third-party mailing list, CRM system, data pool, or marketing database without the Introduced Buyer's explicit, documented consent; (c) store Introduced Buyer data securely, with access restricted to those who need it to progress the Introduction; and (d) delete Introduced Buyer data promptly upon written request from LuxeVault or the Introduced Buyer, or no later than two (2) years after the Protection Period expires if no Qualifying Transaction resulted.

LuxeVault's obligations: LuxeVault agrees to treat as confidential any non-public information about the Partner's inventory, client base, commercial arrangements, pricing strategy, or business operations disclosed in connection with this Agreement.

Confidentiality obligations do not apply to information that: (a) is or becomes public knowledge through no fault of the receiving Party; (b) was already in the receiving Party's possession without restriction before disclosure; (c) is independently developed by the receiving Party without reference to the Confidential Information; or (d) is required to be disclosed by applicable law, court order, or regulatory authority, provided the receiving Party gives as much advance written notice as practicable and co-operates with any effort to seek a protective order.

Confidentiality obligations under this clause survive termination of this Agreement for a period of five (5) years.

Each Party is an independent data controller in respect of any Personal Data processed under this Agreement and is individually responsible for compliance with applicable data protection law, including UK GDPR and the Data Protection Act 2018.

The Partner must process all Personal Data received via an Introduction: (a) only for the purposes of progressing the Introduction and any resulting transaction; (b) in accordance with a lawful basis under UK GDPR Article 6 (and Article 9 where applicable); and (c) subject to appropriate technical and organisational security measures.

Each Party must promptly notify the other — and in any event within 48 hours — upon becoming aware of any actual or suspected Personal Data breach involving data shared under this Agreement, and provide full cooperation in managing, containing, and reporting the breach.

The Partner agrees to provide LuxeVault with such information and assistance as LuxeVault reasonably requires to demonstrate compliance with applicable data protection law.

The Partner agrees at all times to: (a) respond to all Introductions within two (2) business days of receipt; (b) conduct all communications with Introduced Buyers and with LuxeVault professionally, accurately, and in compliance with all applicable laws and regulations; (c) maintain all licences, regulatory authorisations, and professional registrations required to lawfully operate in their relevant category and jurisdiction; (d) maintain adequate professional indemnity and liability insurance appropriate to their business; and (e) promptly notify LuxeVault of any material change to the Partner's business, regulatory status, or the accuracy of their platform profile.

The Partner must not misrepresent their credentials, inventory, pricing, regulatory status, or services to any Introduced Buyer or to LuxeVault.

LuxeVault reserves the right to suspend or terminate a Partner's account with immediate effect and without liability if the Partner is found to have breached the standards in this clause 8, or if LuxeVault receives credible evidence of Partner misconduct.

The Partner additionally warrants that: (a) all information submitted in its partner application and maintained in its platform profile is accurate, complete, and up to date; (b) it is not subject to any sanctions, regulatory bans, licence suspensions, or legal restrictions that would impair its ability to carry out its business; (c) it is not aware of any matter that would cause an Introduced Buyer's transaction to be unlawful or impermissible; and (d) it will notify LuxeVault immediately if any warranty in this clause ceases to be true.

LuxeVault retains all intellectual property rights in the platform, brand, editorial content, AI tools, knowledge graph, marketing materials, and any content LuxeVault creates.

By submitting listing content, imagery, and profile information to LuxeVault, the Partner grants LuxeVault a non-exclusive, royalty-free, worldwide, sublicensable licence to use, display, reproduce, and distribute that content on the platform and in associated marketing materials for the duration of this Agreement and for a period of six (6) months following termination (to allow for cache and archive clearance).

The Partner warrants that it has all necessary rights to grant the licence in clause 10.2 and that Partner content does not infringe any third-party intellectual property right.

Nothing in this Agreement grants either Party any rights in the other's trade marks, trade names, or branding without prior written consent.

Neither Party shall be liable to the other for any indirect, consequential, special, incidental, or pure economic loss, including loss of profit, loss of revenue, loss of anticipated savings, loss of business, or loss of goodwill, whether arising in contract, tort, or otherwise, even if advised of the possibility of such loss.

LuxeVault's total aggregate liability to the Partner under or in connection with this Agreement (whether in contract, tort including negligence, breach of statutory duty, or otherwise) shall not exceed the total Commission paid to LuxeVault by the Partner in the twelve (12) months preceding the event giving rise to the claim.

Nothing in this clause limits either Party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot lawfully be excluded or limited.

LuxeVault makes no representation or warranty as to the financial standing, creditworthiness, or intentions of any Introduced Buyer. The Partner assumes all risk in respect of a transaction and should conduct its own due diligence.

The Partner agrees to indemnify, defend, and hold harmless LuxeVault and its affiliates, directors, employees, and agents from and against any claims, damages, penalties, costs, and expenses (including reasonable legal fees) arising from: (a) the Partner's breach of any provision of this Agreement; (b) the Partner's misrepresentation of credentials, inventory, or services; (c) any third-party claim arising from the Partner's conduct towards an Introduced Buyer; or (d) the Partner's breach of applicable data protection, consumer protection, or financial regulation law.

Either Party may terminate this Agreement for any reason on 30 days' written notice.

LuxeVault may terminate this Agreement immediately and without notice or liability if the Partner: (a) materially or persistently breaches any provision of this Agreement; (b) becomes insolvent, enters administration, receivership, or is subject to a winding-up order or bankruptcy proceedings; (c) is found to have misrepresented credentials, engaged in fraud, or dealt dishonestly with LuxeVault or any Introduced Buyer; (d) is subject to regulatory sanctions or has its relevant operating licence revoked; or (e) in LuxeVault's reasonable opinion, poses a reputational or legal risk to LuxeVault or the platform.

Upon termination: (a) all accrued but unpaid Commissions remain due and payable in full; (b) non-circumvention obligations survive in respect of Introductions made prior to termination for the remainder of the applicable Protection Period; (c) confidentiality obligations survive in accordance with clause 6.5; (d) each Party must promptly return or securely destroy the other's Confidential Information, subject to legal retention obligations; and (e) the Partner's access to the Partner Portal will be suspended immediately upon termination.

In the event of any dispute, claim, or controversy arising out of or in connection with this Agreement or its subject matter ('Dispute'), the Parties must first attempt to resolve it through good-faith negotiation between senior representatives of each Party.

Either Party may serve a written notice of Dispute on the other. If the Dispute is not resolved within 30 calendar days of service of that notice (or such longer period as the Parties may agree in writing), either Party may refer the Dispute to mediation.

Mediation shall be conducted under the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. The mediator shall be agreed between the Parties within 10 business days of either Party calling for mediation. If the Parties cannot agree on a mediator, CEDR shall appoint one. The costs of mediation shall be shared equally unless the mediator determines otherwise.

If the Dispute remains unresolved 60 calendar days after the appointment of the mediator, or if either Party refuses to engage in mediation, either Party may commence proceedings in the courts of England and Wales.

Nothing in this clause prevents either Party from seeking urgent injunctive, interim, or other equitable relief from any court of competent jurisdiction at any time, including to prevent or halt circumvention or misuse of Confidential Information.

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation are governed by and construed in accordance with the laws of England and Wales.

Subject to clause 14, each Party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales in respect of all disputes arising under or in connection with this Agreement.

Entire agreement: This Agreement, together with any Introduction notices and the LuxeVault Privacy Policy incorporated by reference, constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior representations, negotiations, correspondence, and agreements, whether oral or written.

Variation: No variation of this Agreement shall be effective unless made in writing. LuxeVault may update this Agreement by providing the Partner with at least 30 days' advance written notice of the proposed changes; continued use of the Partner Portal after the effective date of a variation constitutes acceptance. The Partner's sole remedy if it does not accept a variation is to terminate the Agreement in accordance with clause 13.1 before the variation takes effect.

Assignment: The Partner may not assign, transfer, novate, or sub-contract any rights or obligations under this Agreement without LuxeVault's prior written consent, not to be unreasonably withheld. LuxeVault may assign its rights and obligations in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of its assets, on written notice to the Partner.

Severability: If any provision of this Agreement is held to be invalid, unlawful, or unenforceable by a court or tribunal of competent jurisdiction, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

Waiver: No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right, power, or remedy. A waiver of any breach does not constitute a waiver of any subsequent breach.

Notices: Any notice or communication under this Agreement must be in writing. Notices to LuxeVault must be sent to partners@getluxevault.com. Notices to the Partner will be sent to the email address registered in the Partner Portal. Notices sent by email are deemed received on the next business day after transmission.

Force majeure: Neither Party shall be in breach of this Agreement or liable for delay in performing, or failure to perform, any obligation under this Agreement if such delay or failure results from events, circumstances, or causes beyond that Party's reasonable control, including but not limited to acts of God, pandemic, war, civil unrest, strikes, or government action. The affected Party must notify the other promptly and take all reasonable steps to minimise the impact.

Third-party rights: This Agreement does not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

Counterparts: This Agreement may be executed (and accepted electronically via the Partner Portal click-wrap process) in counterparts, each of which shall constitute an original, and together they shall form one agreement.