Partner/Agency Agreement

This Agreement governs enrolment and participation in the Rivadesk Partner/Agency Program, operated by File system (hereinafter also the «Company»). By accepting this Agreement during registration, the partner declares that they have read it and fully accept its terms. This page is a draft subject to legal review; it does not constitute legal advice. For the purposes of this document, the terms «partner» and «agency» refer to the same entity: a party that manages or resells the Rivadesk service on behalf of its end customers (hereinafter «managed tenants» or «managed customers»).

1. Scope and partner role

The Partner/Agency Program allows agencies, developers, system integrators and consultants to offer Rivadesk to their end customers, managing activation, configuration and support. Depending on the commercial model agreed, the partner may operate as reseller (billing the service to the end customer) or as referrer (direct billing between the Company and the end customer with a commission paid to the partner). The partner acts in its own name and is not an agent, representative or mandatary of the Company, unless otherwise agreed in writing.

2. Admission and approval

Registration for the program takes place via the dedicated registration form and results in a request in «pending» status (PENDING). Activation of the partner account is subject to approval by the Company (transition to «approved» status, APPROVED): until approval the partner cannot access the reserved area. The Company may refuse, suspend or revoke participation at its reasonable discretion, in particular in case of breach of this Agreement or risks to reputation, security or compliance of the service. The partner is responsible for the accuracy of data provided and for safeguarding access credentials of its staff.

3. Responsibilities towards managed tenants

The partner is responsible for correct management of relationships with its end customers, including service activation and configuration, first-level support and any ancillary services (technical setup, knowledge base creation, automation optimisation). The partner undertakes to provide its customers with correct and non-misleading information about Rivadesk, prices and features, respecting transparency of list prices. The partner may not make service activation conditional on terms inconsistent with this Agreement or applicable terms of use for tenants.

4. Access to tenant data and chat reading

Partner access to managed tenant data and, in particular, reading of conversations (chats) is subject to operational consent that the tenant manager gives and manages within the platform. Such operational consent is distinct from this program agreement: acceptance of the Partner/Agency Agreement does not replace, nor render unnecessary, tenant consent to data access, which the tenant may revoke at any time. In the processing chain, the managed tenant acts as data controller, File system as data processor (see the Data Processing Agreement) and the partner accessing managed tenant data acts as a further sub-processor, obliged to process data solely according to the controller's instructions and within the limits of operational consent granted.

5. Data protection and confidentiality

The partner undertakes to process personal data of managed tenants and their data subjects in compliance with Regulation (EU) 2016/679 («GDPR») and applicable law, adopting appropriate security measures (Art. 32) and binding its staff to confidentiality. The partner does not use managed tenant data for its own purposes unrelated to providing the service and follows the controller's documented instructions. For processing where File system acts as processor on behalf of business customers, see the Data Processing Agreement (DPA); for general processing information, see the Privacy Notice. Any transfer of data to countries outside the European Union or the European Economic Area takes place with safeguards under Chapter V GDPR, in particular Standard Contractual Clauses (SCCs).

6. Billing and commissions

The economic model applicable to the partner (e.g. resale/wholesale or revenue share/referral) and related parameters — percentages, discounts, thresholds and payment methods — are defined by the Company in program configuration and in the relationship with the individual partner. Applicable amounts and percentages are not stated in this Agreement. The Company reserves the right to change list prices, commissions and related parameters, as well as the number of conversations included free at the start of each month, at any time with prior email notice to the partner. Changes take effect from the date stated in the notice; the parameters in force as communicated prevail. The list price of the service licence is binding and transparent: the partner may not charge the end customer a licence price different from the list price, without prejudice to margin from agreed discount or commission and value-added services. The partner is solely responsible for tax and invoicing obligations relating to fees and commissions received.

7. Use of trademarks

The Company may grant the partner a limited, non-exclusive, non-transferable and revocable licence to use Rivadesk trademarks and distinctive signs solely to promote and manage the service within the program, in accordance with any brand guidelines provided. Any other use is prohibited. The partner acquires no rights in the Company's trademarks and must cease all use upon termination of the Agreement.

8. Term, suspension, termination and fate of managed tenants

The Agreement is for an indefinite term and remains in force until participation in the program ends. Either party may withdraw at any time by notice to the other; the Company may also suspend or terminate the Agreement with immediate effect in case of breach, fraud or security risks. Upon termination of the program relationship, the Company takes reasonable measures to ensure continuity of service for managed tenants: end customers may continue using the service directly with the Company or through another partner, and the departing partner's access to managed tenant data is revoked. Commissions already earned and not subject to reversal remain due.

9. Governing law and jurisdiction

This Agreement is governed by Italian law. For any dispute, the court where the Company has its registered office has jurisdiction, without prejudice to mandatory rules protecting the partner.

10. Amendments and version

The Company may amend this Agreement and program parameters for regulatory, technical or commercial reasons. In case of material changes, the partner may be required to accept the updated version. The applicable version is the one accepted at registration and recorded by the Company. For questions about the program, write to —; for personal data requests, to allbrand.italia@gmail.com. The right to lodge a complaint with the competent supervisory authority (Garante per la protezione dei dati personali) remains unaffected. Last updated: —.