Delphi Partners agreement

This agreement is between Delphi Monitor ("Delphi", "we", "us"), which you can reach at contact@delphimonitor.com, and the business that accepts it in the partner portal ("the partner", "you"). It sets the terms of Delphi Partners, Delphi's programme for businesses that refer their clients to Delphi Monitor.

The person who accepts it confirms that they are at least 18 years old and are authorised to bind the partner. A person who accepts it without that authority is bound by it personally.

You enter this agreement for the purposes of your business and not as a consumer.

In this agreement, a "client" is a business that joins Delphi Monitor through you; the "partner portal" is the part of Delphi Monitor where you run Delphi Partners; and "your team" is everyone in your organisation on Delphi Monitor and anyone else who acts for you in Delphi Partners.

You accept this agreement by ticking the box and pressing Accept in the partner portal. Delphi records the version you accepted, a fingerprint of the exact text you were shown, who accepted, when, and from which IP address, and emails a copy of the text to the person who accepted. Every version stays readable on Delphi's website.

Delphi may change this agreement. It gives at least 30 days' notice of a change, by email to your owners and admins and in the partner portal, and the change takes effect when the notice ends, unless the law requires it sooner.

A change never lowers the referral fee rate on payments by clients who joined before it takes effect, and never takes back a referral fee already earned.

If you do not want a change, you may leave Delphi Partners before it takes effect, and section 21 applies to leaving. If you stay in Delphi Partners after a change takes effect, you accept it.

You must be a business established in Canada, the United States, the United Kingdom, Switzerland, Norway, Liechtenstein or a member state of the European Union. These are the countries where Delphi can pay partners.

You confirm that neither you, nor anyone who owns or controls you, nor anyone in your team is named on a sanctions list of Canada, the United States, the United Kingdom, the European Union or the United Nations, or is owned or controlled by someone who is. You tell Delphi at once if that changes.

Delphi pays you in the country given in your application. Tell Delphi before your business moves to another country. Your referral fees are held until Delphi confirms it can pay you there, and if it cannot, either side may end this agreement under section 21.

You are an independent business. You introduce clients to Delphi Monitor and nothing more. You have no authority to negotiate, make or accept any contract, promise or statement on Delphi's behalf, or to bind Delphi in any way, and you never say or suggest that you have.

"Partner" is the name of the programme. This agreement does not make you and Delphi partners in law, employer and employee, principal and agent, or a joint venture.

Each client signs up to Delphi Monitor itself, on Delphi's terms of service, at the prices on Delphi's pricing page, and pays Delphi directly. You never take payment for Delphi Monitor, sell it under your own name or brand, or charge anyone for access to it.

The only price term you may offer a client is the discount you choose for that client in the partner portal when you invite it: 0, 5, 10, 15, 20 or 25 percentage points, taken from your referral fee and applied by Delphi to the client's subscription. You may not offer, promise or suggest any other price, discount, credit, free period, feature or term.

You are responsible for everyone in your team as if their acts were your own, and you make sure each of them follows this agreement.

A client counts as referred by you only if all of these are true:

1. (a)it joined through your invitation, your partner link or your partner code;
2. (b)a person at the client ticked the sentence telling it that Delphi pays you a referral fee, on the page that confirms their email address;
3. (c)no other partner referred it first; and
4. (d)you were ready under section 7 when it joined.

A client does not count as referred by you, and earns you no referral fees, if:

1. (a)it is your own business, or the business of anyone in your team;
2. (b)it pays with your card or a card of anyone in your team, or with a billing email that is yours or theirs;
3. (c)it was a Delphi customer when it joined, or paid Delphi in the 6 months before;
4. (d)it was already in talks with Delphi, through a contact or demo enquiry in the 6 months before; or
5. (e)its domain is held by another partner's live registration.

You may register a brand's website domain in the partner portal. A registration holds that exact domain for 90 days and may be extended once for another 90 days, and the first registration wins. While it is live, no other partner can invite that domain or be credited for it. A registration is a hold and never a referral on its own: a client counts only under section 5.1, and your invitation to the domain uses up your registration. Delphi may refuse a registration without saying why, so that registering cannot be used to learn who Delphi's customers are, and it limits how many registrations it refuses a partner each day.

A client can be referred once, by one partner. It stays referred by you even if it later removes your access to its account.

Delphi's records of invitations, links, codes, consents, registrations and payments decide whether a client was referred, by whom and when, unless you show that they are clearly wrong.

Delphi pays you a referral fee on what each client you referred pays Delphi before tax, for its subscription and for extra runs bought as One more run, during that client's window.

The referral fee rate is 25%. In any calendar month, counted in UTC, in which 5 or more of your clients pay Delphi, the rate on every payment counted in that month is raised to 30%. A client counts toward that number even when you passed your whole rate on to it as a discount.

A client's window is the 24 months after its first payment. A payment made after the window ends earns no referral fee, and the window does not start again if the client changes level, cancels and comes back, or subscribes again.

Where you passed a discount on to a client, the referral fee on each of its subscription payments is worked out on what the client would have paid without that discount, at the rate that applies under section 6.2 less the points you passed on. For example, on a $100 subscription payment with 10 points passed on, the client pays $90 and your referral fee, at 25% less 10 points, is $15. Extra runs carry no discount and earn the full rate.

No referral fee is earned on tax, on any amount refunded, credited or lost in a chargeback (section 9), or on a payment by a client that section 5 does not count as referred.

A referral fee is earned when Delphi receives the client's payment.

Referral fees are worked out in US dollars. Delphi sends each one in the currency in which the client's payment settled with Delphi, converted at the exchange rate Stripe applied to that payment. Any further conversion into your own currency, by Stripe or by your bank, is at your cost. Delphi's prices are in US dollars; if a client ever pays Delphi in another currency, Delphi works out the referral fee on that payment by hand, in US dollars at the exchange rate Stripe applied, and sends it by the last day of the month after the payment.

Until you have accepted this agreement, given your tax details and finished setting up payouts in the partner portal, you cannot invite clients, and anyone who signs up through your partner link or partner code joins without a referral and earns you nothing.

Delphi sends referral fees only while all of these are true: you have accepted this agreement, and staying after a change counts as accepting it under section 2.4; your tax details are complete; your Stripe account can receive transfers; you are not suspended; and no hold for tax under section 12.6 applies. After Delphi ends this agreement for a breach, section 21.4 decides what is sent.

Delphi pays you through Stripe. You open a Stripe account from the partner portal and accept Stripe's terms for it. Stripe, not Delphi, checks your identity and holds your bank details, and Delphi sends nothing to an account Stripe has not cleared to receive transfers.

Delphi records each referral fee as a line in the partner portal and sends it to your Stripe account when it is recorded, which is usually when the client's payment arrives. Stripe pays your Stripe balance into your bank once a month, on the 15th. Delphi charges you nothing for transfers.

A referral fee that cannot be sent because a condition in section 7.2 is not met waits, and is sent once the condition is met, subject to section 21 if this agreement ends first. An amount that is not sent with a client's payment, such as the extra amount added at the raised rate when a month closes or a line sent again after an earlier attempt failed, is sent from Delphi's Stripe balance, and in any case by the last day of the month after it is recorded, unless a condition in section 7.2 is not met.

Delphi is not responsible for a delay caused by Stripe, by your bank, or by details you gave that were wrong or incomplete.

If a payment you earned a referral fee on is refunded, in whole or in part, or lost in a chargeback, your referral fee on it is reduced in proportion, including any part of it that came from a 30% month. If Delphi later wins the chargeback, the referral fee is restored.

Delphi recovers a reduction by reversing that part of the transfer at Stripe. Where your Stripe balance cannot cover it, the amount becomes a debt you owe Delphi, which Delphi sets off against referral fees owed to you later in the same currency before they are sent.

Delphi may also set off against your referral fees any other amount you owe it under this agreement, including referral fees paid to you in error and losses Delphi can show your breach caused.

Anything you owe Delphi after this agreement ends, whether owed at the end or becoming owed later under section 9, must be repaid within 30 days of Delphi's written request.

After each calendar month Delphi closes that month and gives you a statement, in the partner portal and by email, showing each line with its rate, and your referral fees in each currency they are paid in.

If you think a statement is wrong, tell Delphi within 60 days of its date and say what you think is wrong. After that the statement is final, unless it was affected by fraud or by an error you could not reasonably have noticed.

Joining Delphi Partners is free. Referral fees under this agreement are the only thing Delphi pays or gives you.

You get no free runs, pitch runs, demo access, credits or discounted levels. If you use Delphi Monitor for your own business, you pay for it like any customer.

You never give a client, or anyone at a client, money, a gift or any other benefit for joining or staying with Delphi Monitor, other than the discount in section 4.4.

Referral fee amounts include any sales, value added or similar tax you must charge on them, such as GST/HST, QST or VAT. Delphi does not add tax on top.

If you are registered for GST/HST, give your registration number in the partner portal and keep it current. You agree that each statement is your invoice to Delphi for the referral fees it shows, including the GST/HST stated on it, and you confirm that the number you gave is correct.

You give true and complete tax details in the partner portal: your legal name, whether you are an individual or a business, your address and, in Canada, your Business Number if you have one. If you are an individual in Canada without a Business Number and your referral fees pass CA$500 in a calendar year, you give your Social Insurance Number when Delphi asks, for the tax slip Canadian law requires.

You are responsible for your own income tax and every other tax on your referral fees. Delphi may withhold tax from referral fees where the law requires it, and pays what it withholds to the tax authority for you.

If you are not resident in Canada, you confirm that you do all your work under this agreement outside Canada, and you tell Delphi before you do any of it in Canada.

Where the law may require Delphi to withhold tax from your referral fees, for example after you tell Delphi under section 12.5 that you will work in Canada, Delphi may hold your referral fees while it works out the amount. It withholds only what the law requires, records it on your statement as an amount you owe, pays it to the tax authority, and sends you the rest. The part withheld is no longer owed to you.

Before a client subscribes, you tell it clearly, in writing, that Delphi pays you a referral fee on what it pays. The sentence the client ticks when it joins does not replace your own disclosure.

You label every public post, page, video or advertisement in which you promote Delphi Monitor as paid or as a referral, clearly and next to the promotion, as the law where it is seen requires.

You follow Canada's Anti-Spam Legislation and every anti-spam, privacy, advertising and consumer law that applies where you promote Delphi Monitor.

You promote Delphi Monitor only to people and businesses you already work with or who have agreed to hear from you. You never buy, rent or scrape lists of contacts.

Every message you send about Delphi Monitor comes from you, in your own name, with your own contact details and mailing address and a working way to unsubscribe, which you honour promptly. You never send a message in Delphi's name or from an address that looks like Delphi's.

You never bid on "Delphi", "Delphi Monitor" or any confusingly similar term in paid search or social advertising, and never register or use a domain, account or handle that contains them or could be confused with Delphi.

You never post, buy or arrange fake, paid or misleading reviews or endorsements.

You describe Delphi Monitor only in terms taken from Delphi's own published materials. You never promise a client any result, ranking, recommendation by an AI assistant, sales or revenue, and Delphi does not promise them either.

You keep a record of the consent behind every message you send about Delphi Monitor for 3 years, and show those records to Delphi when it asks.

Delphi may review how you promote Delphi Monitor, to check that this agreement is followed. You change or remove anything Delphi asks you to, within the time its request gives.

You, and everyone in your team who promotes Delphi Monitor, read the guide in the partner portal before inviting a client.

You never offer, give, ask for or accept a bribe, a kickback or any improper benefit in connection with Delphi Monitor, to or from anyone, including a client's employee or a public official. You comply with the Corruption of Foreign Public Officials Act, section 426 of the Criminal Code (secret commissions) and every anti-bribery law that applies to you.

You comply with the sanctions laws of Canada and of every country whose laws apply to you, and never promote Delphi Monitor to anyone those laws forbid you or Delphi to deal with.

You keep accurate books and records of everything you receive under this agreement.

You give Delphi a client's contact details only with that client's agreement.

Each client decides whether you may open its account and what you may do there: View only, View and edit, or No access. It may change that at any time, and removing your access does not end your referral fees.

You use a client's account only to advise that client, for that client's benefit. You never copy, keep or use its information for anyone else or for any other purpose. Every visit is recorded, and the client sees who from your team visited and when.

You keep everything you see in a client's account confidential. If you learn of any loss of client information, or of anyone else using your login or reaching a client's account through you, you tell Delphi without delay and help Delphi deal with it.

Each side is responsible for its own handling of personal information under the privacy law that applies to it. Delphi handles your team's information as its privacy page says.

Delphi gives you a limited, non-exclusive, non-transferable licence, which it may withdraw at any time, to use the names Delphi Monitor and Delphi Partners and Delphi's logo, in the form Delphi supplies, only to say that you are a Delphi partner and to promote Delphi Monitor under this agreement.

All goodwill from that use belongs to Delphi. The licence ends when this agreement ends, and you never use the names or the logo to suggest that Delphi endorses you or anything other than Delphi Monitor.

Each side keeps the other's non-public information confidential and uses it only for this agreement. That includes Delphi's non-public product and business information, your statements, and everything you learn about a client through Delphi Monitor.

Information is not confidential if it is public through no fault of the side receiving it, was already known to that side, or was developed by it independently. Either side may disclose information the law requires it to, telling the other side first where the law allows.

This section continues after this agreement ends for as long as the information stays confidential, and without any time limit for personal information.

This agreement is not exclusive. You may work with any other company, including Delphi's competitors, and Delphi may work with other partners anywhere, including in your market.

Nothing in this agreement restricts whom either side may hire or approach about employment.

Delphi may suspend you only to investigate a suspected fraud, a client credited to the wrong partner, or a breach of this agreement, and tells you the reason when it does, by email and in the partner portal. While you are suspended you cannot leave Delphi Partners: by the end of the suspension Delphi resumes it or ends this agreement.

A suspension lasts no more than 60 days. By then Delphi either ends the suspension or ends this agreement under section 21.

While you are suspended, your partner link, partner code and invitations do not credit new clients, your team cannot open client accounts, and referral fees on your clients' payments are still recorded but held. When the suspension ends, held referral fees are sent, after any set-off under section 9.

This agreement starts when you accept it and continues until it ends under this section.

You may leave Delphi Partners at any time from the settings of the partner portal. Referral fees then continue on payments made in the 6 months after you leave, never past each client's window.

Delphi may end this agreement without cause by giving you 30 days' notice by email, counted from the day the notice is received under section 27.2. Referral fees then continue on payments made in the 12 months after it ends, never past each client's window.

Delphi may end this agreement at once, by notice, if you seriously breach it, including by sending messages that break section 14, making misleading statements about Delphi, not telling a client that you are paid, referring yourself, fraud, bribery, a sanctions breach or misusing client information. When Delphi ends it for a breach:

1. (a)no referral fees are earned on payments made after the end;
2. (b)referral fees on clients that Delphi identifies, with its reasons, as obtained through the breach are forfeited, including referral fees on their payments made before the end that Delphi records afterwards, and any of them already sent are repaid under section 9; and
3. (c)referral fees on other payments received before the end are held for up to 120 days after the end, so that the losses Delphi can show the breach caused, refunds and chargebacks of payments before the end, and anything else you owe under section 9 can be set off; Delphi may release them sooner, and pays what is left when it releases them, as section 7.2 allows.

Your place in Delphi Partners lapses if 12 months pass after the latest of your approval, your last reopening and the last time a new client joined through you. While it has lapsed, your partner link, partner code, invitations and registrations do not credit new clients, and referral fees on your existing clients continue as normal. An owner or admin can reopen it at any time in the partner portal.

When this agreement ends, for any reason, your team's visits to client accounts end; your partner link, partner code, invitations and registrations stop; you stop presenting yourself as a Delphi partner and stop using Delphi's names and logo; and you repay anything you owe under section 9.4.

If Delphi closes Delphi Partners as a whole, that is an end without cause under section 21.3.

Nothing in this agreement limits liability for fraud, or any liability the law does not allow to be limited.

Neither side is liable to the other for indirect or consequential loss, or for loss of profit, revenue, business or goodwill, however it arises.

Each side's total liability to the other under or in connection with this agreement is limited to the referral fees paid or payable to you in the 12 months before the event that gave rise to it.

Sections 22.2 and 22.3 do not limit Delphi's duty to pay referral fees you have earned, any amount you owe Delphi under section 9, or your indemnity under section 23.

You will defend Delphi against, and pay Delphi for, any loss, damage, fine, penalty, cost (including reasonable legal costs) or demand by anyone else that arises from how you or your team promote Delphi Monitor, from a breach of section 13, 14, 15 or 16, from any statement or promise about Delphi Monitor that Delphi did not publish, or from your taxes.

Delphi does not promise that you will refer any client or earn any amount. Delphi Monitor and Delphi Partners are provided as they are.

Delphi may change Delphi Monitor, its levels and its prices at any time, and referral fees follow what clients actually pay. Changes to this agreement follow section 2.

Before starting any legal proceeding, a side tells the other in writing what the dispute is, and both try in good faith to settle it.

No legal proceeding about this agreement may be started more than 1 year after the day on which the side starting it first knew, or ought to have known, of the matter it is about. Both sides agree to this shorter period, as section 22 of Ontario's Limitations Act, 2002 allows in a business agreement.

This agreement is governed by the laws of the Province of Ontario and the federal laws of Canada that apply there.

The courts of Ontario sitting in Toronto have exclusive jurisdiction over any dispute about it, and there is no arbitration. Delphi may still ask any court for an injunction or other urgent relief.

This agreement is in English only.

Delphi gives you notice by email to the owners and admins of your organisation on Delphi Monitor, or in the partner portal. You give Delphi notice by email to contact@delphimonitor.com. An email notice counts as received on the next business day after it is sent; a business day is a day other than a Saturday, a Sunday or a public holiday in Ontario.

Sections 3.3, 5, 6, 7.2, 8, 9, 10, 12, 14.7, 15.3, 16, 18, 21, 22, 23, 25, 26 and 27, referral fees owed to you, anything owed to Delphi, and any other part of this agreement that by its nature is meant to apply after the end continue after this agreement ends.

This agreement is the whole agreement about Delphi Partners and replaces anything said or written about it before. Delphi's terms of service and privacy page apply to your own use of Delphi Monitor.

If a court finds any part of this agreement unenforceable, the rest continues, and that part is read as narrowly as needed to make it enforceable.

You may not transfer this agreement without Delphi's written consent. Delphi may transfer it, with notice to you, to anyone who takes over Delphi Monitor.

Neither side is liable for failing to perform because of an event outside its reasonable control, except an obligation to pay money.

A side that does not enforce a right straight away keeps it.

This agreement is accepted electronically, and the electronic records of it are evidence of what was agreed.