Partner Programme Terms & Conditions

Fluck AI LTD — Company No. 15723506 Innovation Centre, Knowledge Gateway, Boundary Road, Colchester, Essex, CO4 3ZQ, United Kingdom Contact: partners@fluckai.com or hello@fluckai.com, or via the contact form at https://www.fluckai.com/contact

Effective date: 14 July 2026

1. About these Terms

1.1 These Terms & Conditions ("Terms") govern your participation in the Fluck Partner Programme (the "Programme"), operated by Fluck AI LTD ("Fluck", "we", "us", "our"). The Programme allows individuals and organisations ("Partners", "you", "your") to refer or sell subscriptions to the Fluck Business Portal and related products and services (the "Fluck Services") to businesses ("Referred Customers") and to earn commission in accordance with these Terms.

1.2 By registering for, accessing or participating in the Programme, you agree to be bound by these Terms, together with any brand guidelines, programme dashboards, rate cards and policies that we publish and update from time to time (collectively, the "Programme Documents"). If you do not agree, you must not participate in the Programme.

1.3 These Terms form a legally binding agreement between you and Fluck. They do not create any agreement between you and any Referred Customer, and they do not govern the separate subscription contract entered into between Fluck and a Referred Customer.

1.4 We may issue supplementary terms for specific tracks, campaigns or promotions. Where supplementary terms conflict with these Terms, the supplementary terms prevail for that track, campaign or promotion only.

2. Eligibility and registration

2.1 To register as a Partner you must:

(a) be at least 18 years of age; (b) if an individual, have the legal capacity to enter into a binding contract; if an organisation, be validly constituted and have authority to enter into these Terms; (c) provide accurate, current and complete registration information, including a valid name, contact email and, where you wish to receive payment, valid bank account details in your own name or in the name of your registered business; and (d) not be located in, or a resident or national of, any country or territory subject to comprehensive UK, EU or other applicable sanctions, and not be a person with whom we are prohibited from dealing under applicable law.

2.2 Students, creators, freelancers, sole traders, agencies and companies are all eligible to apply. Where you register on behalf of an organisation, you warrant that you are authorised to bind that organisation, and "you" refers to both you personally and that organisation.

2.3 Registration is subject to our approval. We may accept or decline any application, and may require identity verification, tax information or "know your customer" checks, at our discretion and to comply with our legal obligations. We may decline or revoke registration where we reasonably believe an application is fraudulent, duplicated, or a means of self-referral.

2.4 You are responsible for keeping your account credentials secure and for all activity that occurs under your Partner account. You must notify us promptly at partners@fluckai.com of any unauthorised use.

2.5 You may hold only one Partner account unless we agree otherwise in writing. Creating multiple accounts to manipulate attribution, tiers or commission is a material breach of these Terms.

3. Independent contractor status

3.1 You participate in the Programme as an independent contractor. Nothing in these Terms creates any employment, agency, partnership, joint venture, franchise or fiduciary relationship between you and Fluck. You are not an employee, worker, agent or representative of Fluck.

3.2 You have no authority to, and must not purport to, bind Fluck, enter into contracts on its behalf, make representations, warranties or guarantees on its behalf, incur liabilities in its name, or hold yourself out as having any such authority. Subscription contracts are formed solely between Fluck and the Referred Customer on Fluck's own terms.

3.3 You are solely responsible for the manner, means and cost of your promotional activities, including your own equipment, staff, subcontractors and expenses. We do not direct or control how you carry out your activities beyond the conduct and marketing rules in these Terms.

3.4 Tax and National Insurance. You are solely responsible for:

(a) declaring and paying all income tax, National Insurance contributions (NIC), VAT (if applicable and registered) and any other taxes or levies arising on commission you receive; (b) registering with HM Revenue & Customs (HMRC) where required (for example, as a sole trader) and keeping your own records; and (c) determining whether the UK £1,000 trading allowance applies to you. Where your total trading income (including Programme commission) in a tax year does not exceed £1,000, you may not need to declare it; where it exceeds £1,000, you may need to register with HMRC and complete a Self Assessment tax return.

3.5 Commission is paid gross. We do not deduct or withhold income tax or NIC unless we are required to do so by law. Nothing in these Terms is tax advice; you should take your own advice about your tax position.

3.6 You will indemnify Fluck against any liability, assessment, penalty, interest or claim (including from HMRC or any other authority) arising from your failure to account for tax or NIC on your commission, or from any assertion that you are an employee or worker of Fluck by reason of your participation in the Programme.

4. Programme tracks

4.1 The Programme currently offers the following tracks. We may add, vary, suspend or withdraw tracks at any time.

(a) Referral track. You introduce a business to Fluck. Where that business becomes a paying Referred Customer, you earn a percentage-based commission on qualifying subscription revenue for the applicable period.

(b) Sales track. You actively sell the Fluck Business Portal, manage the prospect relationship and support onboarding. You earn a first-month bounty plus recurring commission on qualifying subscription revenue for the applicable period, as set out in clause 5.

(c) Reseller track (white-label). Offered later and by separate written agreement, this track allows approved Partners to resell or bundle the Fluck Services under white-label arrangements. The Reseller track is subject to additional terms, minimum commitments and approval, and is not available under these Terms alone.

4.2 Your eligible track(s) are shown in your Partner dashboard. We may move you between tracks, or restrict a track, based on your activity, performance and compliance.

5. Commission, tiers and how earnings work

5.1 General. Commission is earned only on qualifying revenue, meaning subscription fees actually received and retained by Fluck from a validly attributed Referred Customer, net of taxes, discounts, credits, refunds and chargebacks. Commission is not earned on set-up fees, third-party pass-through charges, taxes, expenses or non-recurring one-off charges unless we state otherwise.

5.2 Tiers. Partners are placed into performance tiers, currently Starter, Growth, Pro and Elite. Higher tiers unlock higher commission rates, rising up to approximately 35% recurring on qualifying revenue at the top tier. Your tier is determined by criteria we publish in the Programme Documents (such as number of active Referred Customers, retained revenue and compliance record) and is reviewed periodically. We may promote, hold or demote a tier based on ongoing performance and conduct.

5.3 Referral track commission. You earn a percentage of qualifying revenue from each attributed Referred Customer for the applicable commission period, at the rate shown for your tier in your dashboard.

5.4 Sales track commission. As at the effective date, the current Sales track structure is:

(a) a first-month bounty of 80% of the first month's qualifying subscription revenue from an attributed Referred Customer; and (b) 20% recurring commission on qualifying subscription revenue for up to 12 months from the start of that Referred Customer's paid subscription.

5.5 Rates are current and subject to change. All rates, tiers, bounties, caps and periods (including those in clauses 5.2 and 5.4, and the "up to 35% recurring" figure) reflect the Programme as at the effective date and are current and subject to change at our discretion in accordance with clause 14. Changes apply prospectively to revenue earned after the change takes effect, save that changes will not reduce commission that has already accrued and become payable to you.

5.6 Earnings are not guaranteed. Participation in the Programme does not guarantee any income. Any figures, examples, calculators, projections or case studies we publish (including tier percentages and the illustrations in this clause 5) are illustrative examples only, are not a promise or forecast of your earnings, and depend on factors outside our control including your own effort, the number and quality of your referrals, subscription pricing, customer retention and cancellations.

5.7 When commission accrues. Commission accrues only once the relevant qualifying revenue has been received and retained by Fluck and the applicable clearance/refund window (currently 30 days from Fluck's receipt) has passed. Commission that has not yet accrued is provisional and may change.

5.8 What is not commissionable. No commission is payable where: the subscription is cancelled, refunded or charged back; the Referred Customer is an existing or previously-registered Fluck customer or was already in an active sales process with Fluck at the time of your referral; the referral is a self-referral or to an entity you control; the sale was procured through prohibited conduct under clause 9; or attribution cannot be validly established under clause 6.

6. Attribution and lead registration

6.1 Commission depends on valid attribution of a Referred Customer to you. Attribution is determined by the methods we make available, which may include unique referral links/codes, tracking cookies, and/or lead registration in your dashboard. You must use the attribution methods we provide and must not manipulate or interfere with tracking.

6.2 Lead registration. For the Sales track and certain campaigns, you should register a prospect (lead) in your dashboard before or at the point of first contact. A validly registered lead is protected for the registration window we publish (currently 90 days), during which qualifying subscriptions from that prospect are attributed to you, subject to the exclusions in clause 5.8.

6.3 Conflicts and duplicate leads. Where more than one Partner claims the same prospect or customer, attribution is determined by our records, applying the following order of priority unless we reasonably decide otherwise: (a) an existing Fluck customer or active Fluck-sourced opportunity, no attribution; (b) the earliest validly registered lead within its registration window; (c) the last click on a valid referral link before subscription. Our attribution records and determinations are final, acting reasonably and in good faith.

6.4 Attribution windows, cookie durations and tie-break rules are part of the Programme Documents and may change under clause 14.

7. Payment terms

7.1 Statements. We calculate accrued commission and make it available in your Partner dashboard. You should review your statements and notify us of any query within 60 days; after that period, statements are treated as accepted, save for manifest error.

7.2 Minimum balance and schedule. Commission is paid monthly by bank transfer, in arrears, once your accrued and cleared balance reaches the minimum payout threshold shown in your dashboard (currently the equivalent of £50). Where your balance is below the threshold, it carries forward to the next month until the threshold is met.

7.3 Currency. Commission is calculated and paid in pounds sterling (GBP) unless we agree another currency in writing. Where a Referred Customer pays in another currency, we convert to GBP at a reasonable market rate as at the date of accrual. Any bank, intermediary or currency-conversion charges on payment to you are your responsibility and may be deducted from the amount paid.

7.4 Payment details. You must provide and keep current valid payment details. We are not responsible for payments delayed or lost due to incorrect, incomplete or out-of-date details you have provided. We may require verification before releasing payment.

7.5 Invoices and tax. Where you are VAT-registered or otherwise required to invoice, you must provide a valid invoice/VAT invoice; we may operate self-billing by separate agreement. Commission amounts are exclusive of VAT where properly chargeable.

7.6 Set-off. We may set off against any commission payable to you any amount you owe us, including clawbacks under clause 8, overpayments, and any losses arising from your breach of these Terms.

7.7 Dormant balances. Where your account is closed or inactive and a balance remains below the minimum threshold, or where we are unable to pay you after reasonable attempts over a period of 12 months (for example because you have not provided valid payment details), the unpaid balance may be forfeited to the extent permitted by law.

7.8 We may withhold payment where we reasonably suspect fraud, prohibited conduct, or a pending refund/chargeback/dispute, until the matter is resolved.

8. Clawback and adjustments

8.1 Commission is provisional until it becomes payable and remains subject to reversal. We may claw back or adjust commission (including by deduction, set-off or invoice) where, after the commission accrued or was paid:

(a) the underlying subscription is refunded, cancelled within any money-back or cooling-off period, or the revenue is reversed; (b) a chargeback or payment dispute reduces the revenue actually retained by Fluck; (c) the Referred Customer fails to pay, or the subscription is found to be invalid, duplicated or a self-referral; (d) the sale or referral involved fraud, misrepresentation, incentivised sign-ups, or breach of clause 9; or (e) commission was paid in error or miscalculated.

8.2 Clawbacks may be applied against current or future commission. Where insufficient commission is available, you must repay the amount owed within 30 days of our written request.

8.3 We will act reasonably and, where practicable, explain the basis for any clawback. Persistent patterns of refunds, chargebacks or fraud attributable to your activity may lead to tier demotion, suspension or termination.

9. Conduct and marketing rules

9.1 You must promote the Fluck Services honestly, lawfully and professionally. In particular, you must:

(a) make only truthful, accurate and substantiated claims about Fluck, its pricing, features and performance, and never make misleading, exaggerated or guaranteed-outcome claims; (b) not send spam or unlawful marketing, and comply with the Privacy and Electronic Communications Regulations 2003 (PECR), the UK GDPR and the Data Protection Act 2018, including obtaining any required consent before sending marketing emails, SMS or messages, honouring opt-outs, and identifying yourself as the sender; (c) comply with the UK Advertising Standards Authority (ASA) rulings and the CAP Code (and BCAP Code where relevant), and with all applicable consumer protection law including the Consumer Protection from Unfair Trading Regulations / Digital Markets, Competition and Consumers Act regime on misleading and hidden advertising; (d) clearly and prominently disclose your commercial relationship with Fluck wherever you promote the Fluck Services (for example using "#ad", "advert", "affiliate" or an equivalent clear label), so that your audience understands you may earn commission; (e) follow our brand guidelines and use only the names, logos and marketing materials we approve, without alteration, and stop using any material on our request; (f) not bid on, register, or use Fluck's trademarks, brand names or common misspellings (including "Fluck", "Fluck AI", and product names) as paid-search keywords, ad copy, domain names, social handles or in any way that suggests you are Fluck or an official Fluck site, and not run paid search that competes with or diverts Fluck's own campaigns; (g) not make representations about product roadmap, availability or terms that we have not approved; (h) not target vulnerable persons, minors, or audiences in a manner prohibited by law; and (i) not engage in cookie-stuffing, forced clicks, typosquatting, incentivised or fake sign-ups, self-referrals, or any other deceptive attribution or promotional practice.

9.2 You are responsible for all content you publish and for the conduct of anyone acting on your behalf. You must have any required licences, registrations and consents for your activities.

9.3 We may require you to correct, remove or cease any marketing that we reasonably consider non-compliant, off-brand, misleading or damaging to Fluck, and you must comply promptly.

10. Intellectual property and marketing licence

10.1 All intellectual property rights in the Fluck Services, the Fluck name, logos, trademarks and marketing materials ("Fluck IP") belong to Fluck or its licensors. Nothing in these Terms transfers any ownership of Fluck IP to you.

10.2 Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence, during your participation in the Programme, to use the Fluck IP and approved marketing materials solely to promote the Fluck Services in accordance with our brand guidelines. This licence does not extend to modifying the Fluck IP, sub-licensing it, or using it in any way that disparages Fluck or misleads as to your relationship with us.

10.3 You grant Fluck a non-exclusive, royalty-free licence to use your name, business name, logo and non-confidential promotional content you create about Fluck for the purpose of operating and marketing the Programme, and to reference you as a Partner. You may request removal of such references, which we will action within a reasonable time going forward.

10.4 On suspension or termination, or on our request, you must immediately stop using the Fluck IP and remove it from your channels, save for incidental archival references that cannot reasonably be removed.

11. Data protection

11.1 In relation to personal data of prospects and Referred Customers that you and Fluck each process for the Programme, the parties are generally independent controllers: you determine how you collect and use personal data for your own promotional activities, and Fluck determines how it processes personal data for its subscription and customer relationships.

11.2 You must comply with the UK GDPR, the Data Protection Act 2018 and PECR in respect of all personal data you process in connection with the Programme, including having a lawful basis (and any required consent) for marketing, providing appropriate privacy information to individuals, honouring individuals' rights and opt-outs, and keeping personal data secure.

11.3 You must only pass a prospect's personal data to Fluck where you are lawfully entitled to do so and the individual would reasonably expect it. You must not upload, register or submit any personal data you have obtained unlawfully. Fluck's processing of personal data is described in its privacy notices (hello@fluckai.com).

11.4 Each party will promptly inform the other, and cooperate reasonably, in respect of any personal data breach, regulator query or data subject request relating to shared Programme data. You will indemnify Fluck for losses arising from your breach of data protection or PECR obligations.

12. Confidentiality

12.1 You must keep confidential any non-public information disclosed to you by or on behalf of Fluck in connection with the Programme, including commission structures where marked confidential, unreleased features, pricing not publicly available, customer information and business plans ("Confidential Information"), and use it only to participate in the Programme.

12.2 The obligation does not apply to information that is or becomes public without your breach, was lawfully known to you before disclosure, is independently developed by you, or that you are required to disclose by law or regulator (in which case you will, where lawful, notify us first).

12.3 This clause survives termination for three years, save that trade secrets remain protected for as long as they retain that status.

13. No authority; independent dealings

13.1 For the avoidance of doubt and in addition to clause 3, you have no authority to bind Fluck, to accept orders on its behalf, to vary the price or terms of any subscription, to make refunds, or to give any warranty, guarantee or commitment on Fluck's behalf. Any such act is at your own risk and you indemnify Fluck against resulting losses.

13.2 You must make clear to prospects and Referred Customers that the subscription is provided by Fluck under Fluck's own terms, and that you are an independent Partner.

14. Changes to the Programme

14.1 We may change these Terms, the Programme Documents, the tracks, tiers, commission rates, bounties, thresholds, attribution rules and any other aspect of the Programme at any time. We will publish updated terms and, for material changes, give you reasonable notice (for example by email or dashboard notice) before they take effect.

14.2 Changes apply prospectively. They do not reduce commission that has already validly accrued and become payable to you before the change takes effect. Your continued participation after a change takes effect constitutes acceptance. If you do not accept a change, your remedy is to stop participating and, where applicable, be paid any accrued commission under clause 16.

14.3 We may run limited-time promotions or campaign rates that automatically expire without reducing your standard entitlement.

15. Suspension and termination

15.1 Termination for convenience. Either party may terminate participation in the Programme at any time on notice: by you, via your dashboard or by writing to partners@fluckai.com; by us, on not less than 14 days' written notice, save where a shorter period is permitted below.

15.2 Suspension or immediate termination. We may suspend your account, withhold payment, or terminate your participation immediately where we reasonably believe you have: materially breached these Terms; engaged in fraud, misleading or prohibited conduct under clause 9; breached data protection, PECR, ASA/CAP or other law; damaged or risked damage to Fluck's reputation, brand or customers; or become subject to insolvency. We may investigate suspected breaches and withhold affected commission pending the outcome.

15.3 Effect of termination. On termination:

(a) all licences to use the Fluck IP end and clause 10.4 applies; (b) you must stop promoting the Fluck Services and holding yourself out as a Partner; (c) subject to clauses 5, 7 and 8, we will pay commission that has validly accrued and become payable up to termination, once it meets the minimum threshold, less any clawbacks and amounts you owe; and (d) unless we agree otherwise, you have no entitlement to future or ongoing (trailing) recurring commission on Referred Customers after termination, and no entitlement to commission where termination is for your breach, fraud or prohibited conduct.

15.4 Clauses relating to tax and indemnities (3), attribution finality (6), clawback (8), IP (10), data protection (11), confidentiality (12), no authority (13), liability (17) and governing law (18), and any other clause intended to survive, continue after termination.

16. Warranties and indemnity

16.1 You warrant that you will comply with these Terms and all applicable laws, and that your promotional activities and content do not and will not infringe any third party's rights or breach any law.

16.2 You will indemnify and hold Fluck harmless against all losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with: your breach of these Terms; your marketing or promotional activity; your tax/NIC obligations under clause 3; your breach of data protection, PECR, ASA/CAP or consumer law; and any claim that your activity infringed a third party's rights.

17. Limitation of liability

17.1 Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be limited or excluded.

17.2 Subject to clause 17.1, Fluck is not liable to you for: loss of profits, revenue, anticipated commission or earnings; loss of business, goodwill or opportunity; or any indirect or consequential loss, in each case whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.

17.3 Subject to clauses 17.1 and 17.2, Fluck's total aggregate liability arising out of or in connection with the Programme and these Terms is limited to the total commission actually paid by Fluck to you in the 12 months immediately before the event giving rise to the claim.

17.4 You acknowledge that commission is variable, not guaranteed, and subject to change, clawback and the retention behaviour of Referred Customers, and that Fluck is not liable for reductions in your earnings resulting from customer cancellations, refunds, pricing changes or permitted changes to the Programme.

18. General and governing law

18.1 Assignment. You may not assign or transfer your rights or obligations without our prior written consent. We may assign, novate or subcontract our rights and obligations, including on a sale or reorganisation of our business.

18.2 Entire agreement. These Terms and the Programme Documents are the entire agreement between the parties regarding the Programme and supersede any prior arrangement. Neither party relies on any statement not set out in these Terms (save that nothing limits liability for fraud).

18.3 No waiver; severance. A failure to enforce any provision is not a waiver. If any provision is held invalid or unenforceable, the remainder continues in force and the offending provision is modified to the minimum extent necessary.

18.4 Third parties. Save as expressly stated, no term is enforceable under the Contracts (Rights of Third Parties) Act 1999 by anyone who is not a party.

18.5 Notices. Notices to Fluck should be sent to partners@fluckai.com. Notices to you may be sent to the email or address in your Partner account.

18.6 Governing law and jurisdiction. These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by the law of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

Fluck AI LTD, Innovation Centre, Knowledge Gateway, Boundary Road, Colchester, Essex, CO4 3ZQ, United Kingdom. Company No. 15723506.