Parties
Service Provider: New Essential Services SPC · office@essential-services.org · Sultanate of Oman
Partner: — · —
Tier Assigned: — | Agreement Date: —
1. Definitions
"NES AI Platform" means the AI software-as-a-service product operated by NES at app.nes-ai.com.
"Partner" means the individual or legal entity executing this Agreement.
"Referral" means a new client introduced via the Partner's unique Referral Link whose first subscription invoice to the Platform is successfully paid.
"Net Revenue" means the subscription fee actually collected by NES on a given invoice, after deduction of: (a) VAT or equivalent indirect taxes; (b) payment gateway fees including Thawani, Stripe, or equivalent; (c) bank charges or currency conversion costs.
"Per-Client Bonus" means the one-time payment due on a Referral's first paid invoice, calculated as a percentage of that invoice's Net Revenue per Schedule 1.
"Quarterly Milestone Bonus" means the flat one-time payment due when a Partner's total Referrals within a calendar quarter reach the thresholds in Schedule 2.
"Holding Period" means the 14-day period following a Referral's first invoice date, during which the Referral must remain active, unrefunded, and uncharged-back for the Per-Client Bonus to become payable.
"Referral Link" means the unique URL issued upon execution of this Agreement and completion of onboarding.
"Tier" means the Apex, Alliance, or Elite classification, determined independently for each calendar month based solely on the number of Referrals made by the Partner within that month, per Schedule 1.
2. Appointment and Scope
2.1 NES appoints the Partner as a non-exclusive referral partner for the NES AI Platform, subject to this Agreement.
2.2 The Partner is an independent contractor. Nothing in this Agreement creates employment, agency, joint venture, or partnership.
2.3 The Partner has no authority to bind NES, make representations on its behalf, or enter into contracts for NES.
2.4 The Referral Link activates only after: (a) execution of this Agreement; and (b) completion of onboarding to NES's satisfaction.
3. Incentive Structure
3.1 NES shall pay the Partner a Per-Client Bonus per Schedule 1 below, and a Quarterly Milestone Bonus per Schedule 2 where applicable.
3.2 The Tier and Per-Client Bonus rate for a given calendar month are determined by the Partner's total Referrals (first paid invoices) occurring within that month, and apply to every Referral made in that month — including those below the threshold that set the Tier.
3.3 The Per-Client Bonus is calculated on the Net Revenue of the Referral's first invoice only. No further Per-Client Bonus is payable on that Referral regardless of subsequent invoices, plan upgrades, downgrades, or duration of subscription.
3.4 The Per-Client Bonus becomes payable only once the Holding Period has elapsed without cancellation, refund, or chargeback. NES pays all bonuses that became payable in a calendar month within 30 days of that month's end, together with a monthly incentive statement by email.
Schedule 1 — Per-Client Bonus
| Tier | Referrals this month | Per-Client Bonus (one-time, first invoice only) |
|---|---|---|
| Apex | 1–3 | 40% |
| Alliance | 4–9 | 50% (40% + 10%) |
| Elite | 10+ | 55% (40% + 15%) |
There is no carry-over, locking, upgrade, or downgrade between calendar months. Each month's Tier and bonus rate is calculated independently.
Schedule 2 — Quarterly Milestone Bonus
| Referrals this quarter | Bonus (flat, one-time) |
|---|---|
| 15+ | OMR 50 |
| 30+ | OMR 120 |
The Quarterly Milestone Bonus is calculated on the total count of Referrals across the calendar quarter and is payable only if the Partner remains active under this Agreement on the last day of that quarter.
4. Clawback
If a Referral cancels, is refunded, or charges back within the Holding Period, no Per-Client Bonus is payable for that Referral. If the Per-Client Bonus has already been paid prior to such cancellation, refund, or chargeback, NES may claw back the full amount from the Partner's next payment.
5. Amendment of Bonus Rates
5.1 NES may revise the Per-Client Bonus percentages (Schedule 1) or Quarterly Milestone Bonus amounts (Schedule 2) on 30 days' prior written notice to the Partner.
5.2 Any such revision applies only to Referrals whose first invoice falls on or after the effective date of the revision. Referrals made prior to the effective date are unaffected and are paid at the rates in effect at the time of referral.
6. Partner Obligations
- Represent NES AI honestly using only NES-approved materials.
- Not make representations about pricing or features without NES written consent.
- Comply with all applicable laws including data protection and anti-spam legislation.
- Immediately notify NES of any complaint, legal proceedings, or regulatory inquiry.
- Not self-refer — the Partner may not use their Referral Link to refer themselves, or any business they own, are employed by, or otherwise control.
- Not refer NES clients to any direct competitor during the term and for 6 months after termination.
- Maintain confidentiality of all NES pricing, client data, and internal materials.
7. NES Obligations
- Issue a unique Referral Link upon execution and onboarding completion.
- Provide reasonable marketing support and approved materials.
- Notify the Partner within 5 business days of a Referral converting to a paid subscription.
- Pay the Per-Client Bonus per Clause 3 and Schedule 1, and the Quarterly Milestone Bonus per Schedule 2 where applicable.
- Provide portal access to referral and incentive data.
8. Death, Incapacity, and Corporate Events
8.1 Death: Any Per-Client Bonus or Quarterly Milestone Bonus earned but unpaid as of the date of death is paid to the estate on production of valid probate or letters of administration. No further bonuses accrue after that date.
8.2 Company Dissolution: Partner must notify NES within 14 days of filing for dissolution. Any Per-Client Bonus or Quarterly Milestone Bonus earned but unpaid as of the dissolution date is payable to the liquidator. No further bonuses accrue after that date.
8.3 Insolvency: NES may suspend bonus payments pending legal clarity on the rightful recipient.
8.4 Assignment: Bonus rights are personal and non-transferable without NES's written consent. Corporate restructuring within the same group is permitted on 30 days' prior written notice.
9. Fraud and Termination for Cause
NES may terminate immediately and forfeit all unpaid Per-Client Bonuses and Quarterly Milestone Bonuses where the Partner engages in self-referral, makes false representations, breaches applicable law, discloses confidential information, or violates the non-compete clause.
10. Confidentiality
Each party keeps confidential all information received from the other that a reasonable person would consider confidential, including pricing, client lists, and business strategies. Obligations survive termination for 3 years.
11. Non-Compete and Non-Solicitation
During the term and for 6 months after termination, the Partner shall not refer any NES client or prospect to a direct competitor of NES AI. "Direct competitor" means any provider of AI-powered business automation, AI receptionist, AI chatbot, or similar SaaS targeting GCC SMEs.
12. Term and Termination
This Agreement commences on the Agreement Date and continues until terminated by either party on 30 days' written notice. On termination: the Referral Link is deactivated; any Per-Client Bonus earned but unpaid for Referrals whose Holding Period elapsed prior to termination is paid within 30 days; any Quarterly Milestone Bonus is paid only if the Partner was active on the last day of the quarter in which termination occurs; no further bonuses accrue after termination. Clauses 8–11, 13, and 14 survive termination.
13. Force Majeure
Neither party is liable for delay caused by circumstances beyond reasonable control. Bonus payment obligations are suspended, not cancelled, during force majeure. The affected party must notify the other within 5 business days.
14. Governing Law and Dispute Resolution
14.1 This Agreement is governed by the laws of the Sultanate of Oman.
14.2 Disputes: good-faith negotiation (15 days) → mediation in Muscat (30 days) → Primary Court of Muscat.
14.3 For Partners outside the GCC, NES may elect ICC arbitration with seat in Muscat, proceedings in English.
15. General Provisions
Entire Agreement: supersedes all prior discussions. Amendments: 30 days' written notice; continued participation = acceptance. Waiver: failure to enforce is not a waiver. Severability: unenforceable provisions do not affect the remainder. Language: English governs.