Verbu Partner Agreement
2.4.2 · July 30, 2026
VERBU PARTNER AGREEMENT
Verbu ApS, CVR no. 45855309, Nymarksvej 57, 5800 Nyborg, Denmark Contact: legal@verbu.com
Version 2.4.2 Effective date: 30 July 2026 Last updated: 30 July 2026
PART I - COMMON TERMS
Part I applies to every Partner, irrespective of which Modules the Partner is enrolled in.
1. Formation and scope of the Agreement
1.1 This partner agreement (the "Agreement") governs the cooperation between Verbu ApS ("Verbu") and the company approved for Verbu's partner program (the "Partner").
1.2 The Agreement consists of:
(a) Part I - Common Terms, (b) the Modules the Partner is enrolled in, (c) the Enrollment Confirmation and any specially agreed terms in writing, and (d) the appendices and operational specifications made applicable to the relevant Module.
A Module the Partner is not enrolled in has no effect between the parties.
1.3 The Agreement is entered into by signature or electronic acceptance of the Enrollment Confirmation. The person accepting on behalf of the Partner warrants that they are authorised to bind the Partner.
1.4 The Agreement governs only the relationship between Verbu and the Partner. The End Customer's access to and use of the Service is governed by Verbu's terms of use, privacy policy, AI disclosures and data processing agreement as in force from time to time, where relevant (together "Verbu's Terms").
2. Definitions
In the Agreement, the following terms have the meanings set out below:
- the Service: Verbu's AI-based communication platform, including AI telephone assistants, related software and the features made available under a subscription plan.
- Partner: The company participating in the partner program under the Agreement.
- Module: A set of track-specific terms. The Agreement comprises Module F (Reseller) and Module H (Referral).
- Enrollment Confirmation: The signed or electronically accepted confirmation of the Partner's enrollment in a Module.
- End Customer: A company that subscribes to the Service and whose Customer Account is attributed to the Partner.
- Customer Account: An End Customer's production account in the Service.
- F-Account / H-Account: A Customer Account attributed to Module F or Module H respectively.
- Demo Account: A limited account for demonstration and trial use without ordinary production operation.
- Activation: The point in time when a Customer Account is placed into production, after the End Customer has accepted Verbu's Terms.
- Net Revenue: The amounts, excluding VAT, invoiced for a Customer Account for the Service's standard subscriptions and ordinary consumption-based items, after deduction of discounts, credits and refunds. Public duties, interest, fees, hardware, separate consultancy work, custom development and pure re-invoiced third-party costs are not included, unless otherwise expressly stated in Appendix A.
- Business ID: CVR number, VAT registration number or equivalent national company registration number.
- Access Number: A telephone number made available by Verbu as a route of access to the Service.
- Registered Sales Opportunity: A sales opportunity registered by the Partner and approved under §11.
- Registered Referral: A Registered Sales Opportunity under Module H that has been acknowledged with a timestamp and a registration ID.
- Protection Period: The period during which a Registered Sales Opportunity is protected under §11 and Appendix A.
- Partner Portal: Verbu's interface for administering the partner relationship, Customer Accounts, sales opportunities, invoicing and commission.
- Qualifying Volume: The revenue basis used to determine the Partner's Tier under §13.
- Tier: The Partner's position on the tier ladder in Appendix A.
- the Attribution Specification: The versioned operational specification describing supported referral mechanisms and the technical implementation of attribution.
3. Program structure and Module enrollment
3.1 The partner program comprises:
(a) Module F - Reseller, where the Partner purchases the Service from Verbu and resells it in its own name and for its own account, and (b) Module H - Referral, where the Partner refers sales opportunities to Verbu, and Verbu contracts with and invoices the End Customer directly.
3.2 The Partner may be enrolled in one or both Modules. Enrollment and later addition of a Module take place upon Verbu's approval and an Enrollment Confirmation stating the Module, version and effective date.
3.3 Enrollment in or termination of a Module does not change the track attribution of Customer Accounts that have already been Activated, see §8.
4. Appointment and the relationship of the parties
4.1 Verbu appoints the Partner as a non-exclusive partner. Verbu may appoint other partners and sell directly, subject to the customer protection expressly provided by the Agreement.
4.2 The Partner acts as an independent business. The Agreement does not create any agency, partnership, joint venture, franchise or employment relationship. The Partner may not enter into agreements, give warranties or otherwise bind Verbu without express written authority.
5. Territory
5.1 The Partner may resell and refer within the EU/EEA, where the Service is offered and can lawfully be delivered.
5.2 Verbu may reserve specific geographic areas in writing for Verbu itself or for an exclusive distributor. The Partner shall thereafter refrain from active marketing directed specifically at the reserved area, including targeted outbound contact, localised campaigns and targeted advertising.
5.3 The Partner may continue to make passive sales, that is, sales resulting from unsolicited enquiries from End Customers. Verbu does not restrict passive sales.
5.4 Verbu is not obliged to deliver the Service in countries or areas where the Service is not offered, or where delivery cannot take place in accordance with applicable law, supplier requirements or technical limitations.
6. The Partner's general obligations
The Partner shall:
6.1 complete the onboarding and reasonable refresher training that Verbu requires for the relevant Module, before the Partner sells, activates or refers;
6.2 present the Service correctly, including clearly as an AI-based and not human-staffed solution;
6.3 not disable, circumvent or encourage others to disable or circumvent the disclosure mechanism Verbu has built in to inform individuals that they are interacting with an AI system;
6.4 not make claims about functionality, service levels, compliance, certifications or legal status beyond Verbu's official documentation and written approvals;
6.5 not enable or knowingly ignore use in breach of Verbu's acceptable use rules, and notify Verbu without undue delay of suspected material breaches;
6.6 comply with applicable marketing and data protection legislation in its own marketing and lead generation, including the rules on unsolicited electronic marketing, and be able to document the relevant basis on request; and
6.7 follow the applicable Brand Guidelines when the Partner uses Verbu's name, logo, materials or partner status.
Verbu may require misleading, unlawful or unapproved materials to be withdrawn without undue delay.
7. Verbu's general obligations
Verbu shall:
7.1 operate and deliver the Service to End Customers in accordance with Verbu's Terms;
7.2 give the Partner reasonable notice of material product changes that affect the Partner's sales, onboarding or support;
7.3 make the Partner Portal, or a reasonable written alternative process, available for the functions the Agreement presupposes; and
7.4 configure the Service with a mechanism that informs natural persons that they are interacting with an AI system, to the extent required by applicable law, and make relevant documentation available to the Partner.
8. Track attribution and accounts
8.1 Every Customer Account is attributed at Activation to either Module F or Module H.
8.2 The track attribution is fixed as a starting point. An F-Account does not become an H-Account, and an H-Account does not become an F-Account, unless Verbu and the Partner agree otherwise in writing before the transition, and the change does not result in double discount, commission or lead protection.
8.3 A Customer Account may be attributed to at most one Partner and cannot simultaneously trigger a discount under Module F and a commission under Module H.
8.4 An existing End Customer of Verbu or of another Partner does not trigger lead protection or commission under Module H. Transfer of an existing End Customer to Module F requires Verbu's written approval and is thereafter invoiced at the wholesale price applicable to the Partner, unless otherwise agreed.
8.5 Verbu maintains a timestamped audit trail of account and track attributions.
9. Access Numbers
9.1 Verbu may make one or more Access Numbers available for a Customer Account. Verbu or Verbu's telecommunications supplier retains the rights to the numbers. The Partner and the End Customer obtain only a limited right of use for as long as the relevant Customer Account is active.
9.2 An Access Number is used to route calls into the Service and, where relevant, to forward calls. It is not sold as a standalone telecommunications subscription and does not replace the End Customer's existing telecommunications connection. The Partner may not present the product other than as described in Verbu's current product documentation.
9.3 Support for outbound calls, number porting and other number features follows Verbu's product documentation as in force from time to time and may vary by country and supplier.
9.4 An Access Number is linked to the Customer Account and follows it upon an approved change between Partners or a transition to a direct customer relationship with Verbu. The Partner may not withhold or dispose of the number upon termination.
9.5 On termination of the Customer Account, the right of use lapses. Verbu may reuse the number after a reasonable quarantine period and in accordance with applicable rules and supplier terms.
10. Brand and joint marketing
10.1 Co-branded marketing is permitted in accordance with the Brand Guidelines. White-labeling is not permitted unless expressly agreed in the Enrollment Confirmation or a written addendum.
10.2 A Partner enrolled in Module F may, within 60 days, establish visible mention of Verbu and the cooperation on its public website in accordance with the Brand Guidelines.
10.3 The right to increased Module F discounts, the designation "Authorised Verbu Partner" and any listing on Verbu's partner page may, in Appendix A, be made conditional on the mention under §10.2 being established and maintained. If such a requirement is not met, Verbu may, after 14 days' written demand, suspend the conditional benefits until the requirement is met.
10.4 The standard discount under Module F and the commission under Module H are not conditional on public mention of Verbu.
11. Registration of sales opportunities and lead protection
11.1 The Partner may register a sales opportunity via the Partner Portal or another supported registration method. The registration must as a minimum contain:
(a) the End Customer's Business ID, if available, (b) company name and relevant contact details, and (c) the Partner's confirmation of actual contact with the sales opportunity regarding the Service.
11.2 Verbu may reject the registration with written reasons within 15 days, including if the sales opportunity is already registered, is already an End Customer, cannot be sufficiently identified or does not meet §11.1. If the registration is not rejected within the deadline, it is deemed approved.
11.3 An approved registration is protected during the Protection Period set out in Appendix A.
11.4 Under Module F, the protection means that:
(a) Verbu does not actively and proactively market the Service directly to the registered sales opportunity, and (b) another Partner cannot register the same sales opportunity.
If the sales opportunity itself approaches Verbu, Verbu may serve it, but shall inform the Partner without undue delay.
11.5 Under Module H, the protection means that a sales opportunity that becomes an End Customer during the Protection Period is attributed as an H-Account to the registering Referral Partner, irrespective of which supported sales channel led to the agreement.
11.6 In the case of coinciding registrations, the earliest still valid registration takes precedence, including across Modules. An active manual registration takes precedence over passively collected technical attribution.
11.7 A registration may be renewed if the Partner documents genuine sales activity during the Protection Period. Renewal is not automatic.
11.8 Under Module H, Verbu makes at least one manual registration method available. The technical implementation, including automatic mechanisms, matching keys and error handling, is described in the Attribution Specification. Changes take effect prospectively only and may not impair the Protection Period of a Registered Referral that already exists.
11.9 An objection to an attribution decision must be raised in writing no later than 30 days after the decision first appeared in the Partner Portal or on a Settlement Statement.
12. Intellectual property rights
12.1 Verbu grants the Partner a limited, non-exclusive, revocable, non-transferable licence to use Verbu's name, trademarks and approved materials for the purposes of the Agreement and in accordance with the Brand Guidelines. All goodwill accrues to Verbu. The licence terminates automatically upon termination of the relevant Module.
12.2 The Partner may not, without Verbu's written approval, register or use domain names, company names, social media profiles, trademarks or paid search keywords that contain "Verbu" or confusingly similar signs. The Brand Guidelines may grant a general permission for specified uses.
12.3 The Partner grants Verbu a non-exclusive, royalty-free and revocable licence to use the Partner's name and logo to refer to the actual partner cooperation. Verbu may only refer to the Partner as an "Authorised Verbu Partner" if the conditions for that status are met.
13. Tiers and Qualifying Volume
13.1 The Partner's Tier is determined on the basis of the total list value before partner discount of the Net Revenue on the Partner's Activated F-Accounts and H-Accounts for which Verbu has received payment, over the most recent rolling 12 months.
13.2 The Tier sets the Partner's discount rate under Module F and commission rate under Module H in accordance with Appendix A.
13.3 Qualifying Volume is calculated monthly. An upgrade applies from the 1st of the month after the threshold is reached.
13.4 New Partners start at Bronze. During the first 12 months, Verbu may annualise Qualifying Volume based on actual active months.
13.5 A downgrade can take place no earlier than after six months and only if Qualifying Volume falls below the threshold of the current Tier at two consecutive quarterly assessments. The Partner is moved, on 30 days' notice, to the Tier supported by the actual rolling 12-month volume.
13.6 Tier changes take effect prospectively only and do not change discounts already invoiced or commission already earned.
14. Data protection
14.1 Verbu processes the End Customer's data in the Service in the role and on the terms set out in Verbu's agreement and data processing agreement with the End Customer.
14.2 For the business contact data that Verbu and the Partner process for partner administration, sales, referral, commissioning and support, each party is an independent controller of its own processing.
14.3 If the Partner discloses contact details of a sales opportunity to Verbu, the Partner warrants that it has a valid basis for the disclosure and for any marketing approach the Partner has itself made. Verbu is independently responsible for its own basis and its information obligations in respect of subsequent processing and marketing.
14.4 The Partner is independently responsible for its own CRM, sales and marketing processing.
14.5 The parties shall notify each other without undue delay of personal data breaches that may reasonably affect the other party's processing of shared business contact data.
14.6 Verbu makes relevant information about data processing, sub-processors, retention periods and data location available in accordance with Verbu's current documentation.
14.7 A Referral Partner does not have access to the configuration, call content, transcripts or other End Customer data of H-Accounts beyond the limited account and commission information necessary for settlement.
15. Confidentiality
15.1 Each party shall keep the other party's non-public commercial, technical, legal and financial information confidential and use it only for performance of the Agreement.
15.2 The confidentiality obligation does not apply to information that the recipient can document:
(a) was publicly available without any breach, (b) was already lawfully known, (c) has been independently developed without use of the confidential information, or (d) has been lawfully received from a third party without any confidentiality obligation.
15.3 Disclosure required by law is permitted to the extent necessary. The disclosing party shall, where lawfully possible, give the other party prior notice.
15.4 The obligation survives termination of the Agreement.
16. Warranties and disclaimers
16.1 Each party warrants that it has the authority to enter into the Agreement.
16.2 The Service is delivered to the End Customer on the warranties, service levels and disclaimers set out in Verbu's Terms. Verbu gives the Partner no further warranties unless they are expressly set out in the Agreement or a written addendum.
17. Liability
17.1 Each party's total liability under the Agreement is limited to the higher of:
(a) the amounts paid or due between the parties under the Agreement in the 12 months preceding the event giving rise to liability, and (b) DKK 100,000.
17.2 The limitation of liability does not apply in the case of fraud, wilful breach, gross negligence, breach of confidentiality, infringement of the other party's intellectual property rights, or to the extent §18.4 expressly provides for unlimited liability.
17.3 Neither party is liable for indirect losses, operating losses, lost profits, loss of goodwill or consequential damages, to the extent such a limitation is permitted under Danish law.
17.4 The limitations in this §17 do not limit the Partner's obligation to pay invoices or to repay commission received without entitlement.
18. Indemnification
18.1 Indemnification under this provision covers only claims brought by third parties.
18.2 The Partner shall indemnify Verbu against third-party claims arising from:
(a) the Partner's own customer terms, pricing, invoicing or services, (b) the Partner's marketing claims or unlawful lead generation, (c) the Partner's processing of End Customer data, or (d) the Partner's breach of §§6, 9.2, 14.3 or the corresponding Module obligations.
18.3 Verbu shall indemnify the Partner against third-party claims that Verbu's own proprietary parts of the Service infringe third-party intellectual property rights in the EU/EEA. The indemnification does not cover claims caused by third-party components, the Partner's own materials, combinations not approved by Verbu, or use in breach of the documentation.
18.4 Indemnification under §§18.2-18.3 is subject to the limitation of liability in §17.1. The Partner's liability for fraud, wilful breach or documented unlawful lead generation is, however, unlimited.
18.5 The indemnified party shall:
(a) notify the indemnifying party without undue delay, (b) leave control of the defence and settlement to the indemnifying party, (c) provide reasonable assistance at the indemnifying party's expense, and (d) refrain from making admissions or entering into settlements without written consent.
A settlement may not impose liability, payment, admissions or lasting obligations on the indemnified party without its consent, which may not be withheld without reasonable cause.
19. Term, termination and suspension
19.1 The Agreement runs for an indefinite period.
19.2 Each party may terminate the Agreement without cause on three months' written notice expiring at the end of a calendar month.
19.3 If the Partner is enrolled in both Modules, each Module may be terminated separately on the same notice. Part I and the remaining Module continue unchanged.
19.4 Each party may terminate the Agreement or a Module with immediate effect in the event of a material breach that is not remedied within 30 days of a written demand. No cure period is required if the breach cannot be remedied, or in the case of fraud, wilful unlawful conduct, sanctions exposure, insolvency or serious breaches of the acceptable use rules.
19.5 If, for 12 consecutive months, the Partner has neither Activated a Customer Account nor made a Registered Referral under a Module, Verbu may terminate that Module on 30 days' written notice.
19.6 Verbu may suspend the Partner's access to the Partner Portal or conditional partner benefits in the event of non-payment, security risk, unlawful conduct or material breach, to the extent and in accordance with the procedure set out in the Agreement.
19.7 Existing Customer Accounts and earned discount or commission are handled on termination in accordance with the relevant Module. Termination in itself does not deprive the Partner of commission or discount already finally earned.
20. Changes
20.1 Verbu may change the Agreement, Modules and appendices by active written notice to the Partner's registered contact.
20.2 Minor, administrative and non-material changes take effect on the date stated.
20.3 In the case of material changes, the Partner has 30 days from the notice to object in writing. If the Partner does not object, the change is deemed accepted. If the Partner objects in time, the Partner may terminate the affected Module or the Agreement, and the previous terms apply until the termination takes effect.
20.4 Changes to a Module the Partner is not enrolled in do not require notice to the Partner.
20.5 Changes concerning sub-processors and the End Customer's data processing agreement follow the procedure in Verbu's agreement with the End Customer and are not governed by §20.3.
21. Compliance
21.1 Each party complies with applicable rules on anti-corruption, sanctions, export control and anti-money laundering to the extent the rules apply to that party or to the cooperation.
22. Assignment
22.1 The Partner may not assign the Agreement or a Module without Verbu's prior written consent.
22.2 Verbu may assign the Agreement to a group company or in connection with a merger, restructuring, investment or sale of all or a material part of Verbu's business or assets, provided that the acquirer assumes Verbu's relevant obligations.
23. Force majeure
23.1 Neither party is liable for failure to perform or for delay caused by circumstances outside that party's reasonable control, for as long as the circumstance persists and the party seeks to limit its effect.
23.2 Payment obligations for services already delivered are not suspended by force majeure.
24. Entire agreement and order of precedence
24.1 The Agreement constitutes the entire agreement on the partner relationship and replaces earlier oral and written agreements on the same subject.
24.2 In the event of inconsistency, the following order of precedence applies:
- The Enrollment Confirmation and specially agreed terms in writing.
- The relevant Module.
- Part I.
- Appendices A and B.
- Operational specifications, including the Attribution Specification and the Brand Guidelines.
24.3 Verbu's Terms take precedence over the Agreement as regards the End Customer's use and the technical delivery of the Service. They do not govern the Partner's own prices or commercial relationship with the End Customer under Module F.
24.4 Operational specifications cannot change discount rates, commission rates, Protection Periods, payment deadlines or termination rights without notice under §20.
25. Governing law and disputes
25.1 The Agreement is governed by Danish law, without regard to conflict of law rules.
25.2 Disputes that cannot be resolved by negotiation shall be decided by the Court of Odense as the court of first instance, with Danish as the language of the proceedings.
26. Survival
26.1 Provisions that by their nature ought to survive, including §§8, 9.4, 12, 14, 15, 17, 18, 24, 25 as well as the Modules' termination and settlement provisions, survive termination.
27. Contact and notices
27.1 Legal notices to Verbu are sent to legal@verbu.com.
27.2 Notices to the Partner are sent to the registered contact stated in the Enrollment Confirmation or the Partner Portal. The Partner is responsible for keeping the contact details up to date.
MODULE F - RESELLER
Module F applies only to Partners enrolled in Module F and only to F-Accounts.
F.1 The Reseller's role and the End Customer relationship
F.1.1 The Reseller resells the Service in its own name and for its own account.
F.1.2 The Reseller:
(a) enters into its own commercial agreement with the End Customer, (b) freely sets its resale prices, (c) invoices and collects payment from the End Customer, and (d) bears the credit risk in relation to the End Customer.
F.1.3 Verbu operates the platform and governs the End Customer's access to use, acceptable use, security and data processing through Verbu's Terms. Verbu's Terms do not govern the Reseller's resale price or invoicing.
F.1.4 Claims regarding price, payment, discount or refund under the Reseller's customer agreement are directed to the Reseller. Claims regarding the platform's availability, defects or performance are handled in accordance with Verbu's Terms and the support allocation in Appendix B.
F.1.5 The Reseller may not give the End Customer warranties, service levels, uptime commitments, compliance commitments or functionality promises regarding the Service that Verbu has not approved in writing.
F.1.6 The Reseller may resell only the Service's actual subscription plans. The Reseller may bundle its own services around the Service, provided it is clearly stated which services the Reseller itself delivers and is responsible for.
F.2 The End Customer's acceptance of Verbu's Terms
F.2.1 Activation requires that the End Customer directly accepts Verbu's Terms and, where relevant, enters into Verbu's data processing agreement through the onboarding flow made available by Verbu.
F.2.2 The Reseller may not:
(a) accept Verbu's Terms on the End Customer's behalf, (b) circumvent or automate the End Customer's acceptance, or (c) represent that the Reseller's own terms replace Verbu's Terms for the use of the Service.
F.2.3 The Reseller shall provide correct contact details for the End Customer and shall ensure that the End Customer completes the acceptance as part of onboarding.
F.2.4 Verbu informs the End Customer that Verbu delivers the Service and of a direct route of contact to Verbu. The Reseller may not cut off or mislead the End Customer about this supplier relationship.
F.2.5 Verbu gives the Reseller at least 30 days' prior notice of material changes to the Terms that existing End Customers must accept, unless a shorter period is necessary for legal, security or supplier-related reasons.
F.3 The Reseller's access to End Customer data
F.3.1 The Reseller may obtain access to configuration, call metadata and transcripts on its F-Accounts to the extent the End Customer has enabled or approved the access.
F.3.2 The End Customer must be able to see and administer the Reseller's users who have access to the End Customer's account, including removing access.
F.3.3 Where the Reseller processes information solely on the End Customer's documented instructions, the Reseller processes the information as an independent processor directly for the End Customer. The Reseller warrants:
(a) that it has entered into the necessary data processing agreement with the End Customer, (b) that it has informed the End Customer of the scope of the access, (c) that it follows the End Customer's instructions and applicable data protection law, and (d) that it has appropriate technical and organisational security measures.
F.3.4 The data protection role follows the actual processing. If the Reseller uses information for its own purposes, the Reseller is itself responsible for determining and meeting its role and its basis for processing.
F.3.5 The Reseller is not Verbu's sub-processor and may not present itself as such.
F.3.6 The access lapses upon the End Customer's revocation, upon the Customer Account's transition to another Reseller or to a direct customer relationship, and upon termination of the Reseller's right to administer the account.
F.3.7 The Reseller may not use End Customer data for marketing, product development, cross-account analysis or other purposes of its own without an independent lawful basis and clear information to the End Customer.
F.4 Demo Accounts and Activation
F.4.1 The Reseller may create Demo Accounts within the limits and fair use rules in Appendix A. A Demo Account may not be used as an ordinary production solution.
F.4.2 If production use is established, Verbu may require the Reseller, within five working days, to Activate the account correctly or to cease the use. If this does not happen, Verbu may suspend the Demo Account.
F.4.3 A Demo Account cannot be converted into a paying Customer Account without the End Customer's acceptance under F.2. If the account is Activated following a demand regarding production use, consideration may be calculated from the date of the demand.
F.4.4 A Customer Account is Activated when the Reseller has confirmed Activation and the End Customer has accepted Verbu's Terms. The account is attributed at Activation as an F-Account.
F.4.5 The Reseller may deactivate a new Customer Account within seven days of Activation without subscription cost, once per End Customer. Documented consumption and separate third-party costs may still be invoiced.
F.5 Prices, invoicing and payment
F.5.1 Verbu sells the Service to the Reseller at the wholesale prices in Appendix A. The discount is applied to the Net Revenue. Verbu may publish indicative list prices but does not set or restrict the Reseller's resale prices.
F.5.2 As a starting point, Verbu issues one combined monthly invoice per Reseller, covering:
(a) subscription for the current month in advance, (b) pro rata subscription for accounts Activated in the preceding month, and (c) consumption-based items for the preceding month in arrears.
F.5.3 Payment terms are net eight days from the invoice date.
F.5.4 Credits are issued as a separate credit note or as a clearly identified negative item on a subsequent invoice that meets applicable documentation requirements and refers to the original invoice line.
F.5.5 Ordinary deactivation of a Customer Account takes effect at the end of the current month, unless otherwise provided in Appendix A. No refunds are given for partial months, except under F.4.5.
F.5.6 Invoice specification per End Customer is made available in the Partner Portal or in writing.
F.5.7 Objections to an invoice must be raised in writing no later than 30 days after the invoice date. Undisputed amounts fall due irrespective of a partial objection.
F.5.8 In the event of late payment, Verbu may, following a written demand with a 14-day cure period:
(a) suspend the creation and Activation of new F-Accounts, (b) restrict the Reseller's access to the Partner Portal, and (c) offer affected End Customers a transition to another authorised reseller or to a direct customer relationship with Verbu.
F.5.9 Verbu does not suspend the Service for an End Customer who accepts a transition under F.5.8. If the End Customer refuses a transition and the payment remains outstanding 30 days after the demand, Verbu may suspend the affected Customer Accounts after a further 14 days' direct notice to the End Customer.
F.5.10 If the Reseller does not cooperate loyally in a necessary transition under F.5.8, Verbu may contact the End Customers directly and carry out the transition without the Reseller's involvement. This does not limit Verbu's payment claim against the Reseller.
F.5.11 Verbu may change wholesale prices on 90 days' written notice. A price increase does not apply to F-Accounts already Activated until 12 months after the notice, unless the price change is due to new or increased public duties, legal requirements or documented third-party costs outside Verbu's reasonable control.
F.5.12 The Reseller invoices the End Customer in its own name and is responsible for its own VAT and duty treatment. Cross-border supplies are handled in accordance with applicable rules.
F.6 Support
F.6.1 The Reseller provides first-line support to its End Customers. Verbu provides second-line and third-line platform support in accordance with the allocation of responsibility in Appendix B.
F.6.2 The Reseller is responsible for support of its own products, integrations and services, unless otherwise agreed in writing.
F.7 Customer protection
F.7.1 During the term of the Agreement, Verbu does not actively market direct subscriptions to End Customers on the Partner's F-Accounts. This does not limit Verbu's ability to:
(a) respond to enquiries initiated by the End Customer, (b) provide support and legal or security information, or (c) handle breach and transition under F.5 or F.8.
F.7.2 The customer protection lapses upon the Customer Account's transition and immediately upon termination based on the Reseller's material breach, fraud, insolvency or sanctions circumstances.
F.8 Transition on termination of Module F
F.8.1 End Customers' access to the Service is not interrupted solely as a result of the termination of Module F or of the Agreement.
F.8.2 On termination, affected End Customers may:
(a) transition to a direct customer relationship with Verbu, or (b) be moved to another authorised reseller.
Where practically possible, the End Customer makes the choice itself.
F.8.3 The Reseller shall cooperate loyally in the transition, including transferring necessary account, contact and billing information in good time. Access Numbers follow the Customer Account.
F.8.4 In the case of ordinary termination, the Reseller may continue to invoice and serve existing F-Accounts for a maximum of 12 months from the date of termination (the "Transition Period"). No new F-Accounts may be Activated after the date of termination.
F.8.5 During the Transition Period, F.1-F.7 and Appendices A and B continue to apply solely to the existing F-Accounts. The Partner's Tier and discount rate are frozen at the Tier that applied at the date of termination. Verbu may still implement general price changes under F.5.11.
F.8.6 The Reseller may not give End Customers commitment or termination terms that presuppose that Verbu delivers through the Reseller beyond the Transition Period. Verbu is not bound by such commitments.
F.8.7 In the event of material breach, fraud, insolvency, sanctions circumstances, permanent cessation of business or persistent non-payment, Verbu may initiate a transition without the Transition Period and may:
(a) contact the End Customers directly, (b) close the Reseller's access to the Partner Portal and End Customer data, and (c) redirect Access Numbers to the continuing operation.
F.8.8 From the individual End Customer's transition, Verbu or the new reseller invoices the End Customer going forward. Prepayments to the former Reseller for periods after the transition are a matter between the End Customer and the Reseller or its estate. Verbu does not invoice the End Customer twice for the same direct delivery period.
F.8.9 An F-Account that transitions to a direct customer relationship with Verbu does not automatically become an H-Account and does not trigger commission.
F.8.10 The Reseller's access under F.3 lapses upon the transition of the individual account.
MODULE H - REFERRAL
Module H applies only to Partners enrolled in Module H and only to H-Accounts.
H.1 The referral model and the Partner's role
H.1.1 The Referral Partner identifies and refers potential End Customers to Verbu in return for commission.
H.1.2 Verbu decides freely whether it wishes to enter into an agreement with a referred sales opportunity. Verbu enters into the agreement, sets the price, invoices the End Customer and provides onboarding and support.
H.1.3 The Referral Partner has no authority, on Verbu's behalf, to:
(a) negotiate or change prices and terms, (b) enter into agreements or give warranties, or (c) receive payment.
H.1.4 The Referral Partner is not obliged to maintain any particular level of activity. Commission is consideration for specific referrals and does not constitute payment for ongoing representation.
H.1.5 The Referral Partner may deliver its own services to the End Customer in its own name and for its own account. Verbu is not responsible for those services.
H.2 Referral and attribution
H.2.1 The right to commission requires that the sales opportunity is a Registered Referral under §11.
H.2.2 Verbu makes at least one manual registration method available. The Referral Partner bears the risk of missing automatic attribution if the sales opportunity is not also registered manually, and the missing attribution is due to cookies, browser settings, the End Customer's choices or other circumstances outside Verbu's reasonable control.
H.2.3 Attribution follows the principles in §11. The technical implementation is set out in the Attribution Specification.
H.2.4 The Referral Partner warrants that every Registered Referral and any prior contact has been obtained and processed lawfully, and shall be able to document the relevant basis at Verbu's request.
H.3 Account information and support
H.3.1 Verbu makes information about account status, subscription plan and commission basis per H-Account available to the extent necessary for settlement.
H.3.2 The Referral Partner has no support obligation regarding the Service. Its own services under H.1.5 are supported by the Referral Partner itself.
H.4 Commission
H.4.1 The Referral Partner earns commission on the Net Revenue on its H-Accounts at the rate resulting from the Partner's Tier and Appendix A.
H.4.2 Commission is calculated solely on amounts that Verbu has actually received from the End Customer. Unpaid, credited, reversed or refunded amounts do not trigger commission.
H.4.3 If commission has already been paid on an amount that is subsequently credited, reversed or refunded, the commission is set off against the next Settlement Statement. A negative balance is carried forward.
H.4.4 Commission runs for as long as the H-Account is active and paying and Module H is in force, and during the termination tail resulting from H.6.
H.4.5 Changes in the End Customer's plan, consumption, discounts or credits are reflected correspondingly in the commission basis.
H.4.6 Tier changes take effect prospectively only.
H.5 Settlement Statement and payment
H.5.1 Commission is calculated quarterly on the basis of payments Verbu has received in the three calendar months of the quarter.
H.5.2 No later than the 1st of the second month after the end of the quarter, Verbu makes a Settlement Statement available in the Partner Portal or in writing:
| Quarter | Earning period | Settlement Statement no later than |
|---|---|---|
| Q1 | January-March | 1 May |
| Q2 | April-June | 1 August |
| Q3 | July-September | 1 November |
| Q4 | October-December | 1 February |
H.5.3 The Settlement Statement specifies, per H-Account, commission-eligible Net Revenue, rate, credits, set-offs and total balance.
H.5.4 The Referral Partner issues an invoice to Verbu in accordance with the Settlement Statement and applicable invoicing requirements. Payment is made net 14 days from Verbu's receipt of a complete invoice.
H.5.5 If the balance is below DKK 750, it is carried forward to the next quarter. The final balance on termination may be invoiced irrespective of the amount.
H.5.6 An objection to the Settlement Statement must be raised in writing no later than 30 days after its date. Undisputed amounts may be invoiced and paid irrespective of a partial objection.
H.5.7 An invoice must be issued no later than 12 months after the date of the relevant Settlement Statement. After that, the claim lapses, unless the delay is attributable to Verbu.
H.5.8 The Referral Partner is responsible for correct VAT, bank and company details.
H.5.9 Verbu may withhold the disputed amount if there is a reasoned suspicion of fraud or unlawful lead generation, or if the Referral Partner owes Verbu amounts that are due and undisputed under Module F.
H.6 Termination and commission tail
H.6.1 The End Customer's access to the Service is not affected by the termination of Module H or of the Agreement. H-Accounts remain direct customer relationships with Verbu.
H.6.2 On ordinary termination, commission continues on existing active and paying H-Accounts for 12 months from the date of termination. The Partner's Tier and commission rate are frozen at the Tier that applied at termination.
H.6.3 If a Protection Period is still running at termination, and the sales opportunity becomes an End Customer before the Protection Period expires, commission is earned for 12 months from the Activation of that H-Account.
H.6.4 The commission tail lapses upon termination based on the Referral Partner's fraud, wilful infliction of harm, sanctions circumstances or documented unlawful lead generation. Other material breach does not automatically cause commission already earned to lapse.
H.6.5 Settlement Statements are prepared quarterly during the commission tail. After termination, no commission can be earned on new End Customers other than those covered by H.6.3.
APPENDIX A - COMMERCIAL TERMS
A.1 Tiers, discount and commission
| Tier | Qualifying Volume, rolling 12 months | Discount on F-Accounts | Commission on H-Accounts |
|---|---|---|---|
| Bronze | under DKK 37,500 | 20 % | 15 % |
| Silver | DKK 37,500-74,999 | 25 % | 20 % |
| Gold | DKK 75,000-299,999 | 30 % | 25 % |
| Platinum | DKK 300,000-969,999 | 35 % | 30 % |
| Diamond | DKK 970,000 and above | 40 % | 35 % |
Qualifying Volume is calculated in accordance with Part I §13. The rates stated apply to Net Revenue as defined in Part I §2.
A.2 Module F - invoicing and Activation
- Payment to Verbu: net eight days.
- Subscription is invoiced in advance; consumption-based items are invoiced in arrears.
- Cancellation after Activation: seven days, once per End Customer, see F.4.5.
- Protection Period for a Registered Sales Opportunity: 90 days.
- Transition Period on ordinary termination: maximum 12 months.
A.3 Demo Accounts
- Indicative limit: 30 inbound calls per Demo Account.
- Only test numbers provided or approved by Verbu.
- No ordinary production telephony.
- Verbu may introduce reasonable limits on number, duration and consumption in the event of misuse, unusual consumption, security risk or disproportionate costs.
A.4 Module H - commission and settlement
- Protection Period for a Registered Referral: six months.
- Commission is calculated on payments actually received.
- Settlement: quarterly.
- Settlement Statement: no later than the 1st of the second month after the end of the quarter.
- Payment: net 14 days from receipt of a complete invoice.
- Invoicing threshold: DKK 750.
- Objection deadline: 30 days.
- Invoicing deadline: 12 months.
- Commission tail on ordinary termination: 12 months from termination, see H.6.
APPENDIX B - SUPPORT AND RESPONSIBILITY MATRIX
Verbu provides support on a reasonable efforts basis. During normal working hours, Verbu aims for the following first response on escalations:
- P1 - critical: within four hours.
- P2 - significant: within one working day.
- P3 - other: within three working days.
No guaranteed resolution time or service credits are provided unless otherwise agreed in writing. Uptime and availability follow Verbu's Terms.
| Area | Module F - Reseller | Module F - Verbu | Module H - Referral Partner | Module H - Verbu |
|---|---|---|---|---|
| Sales and presentation | Responsible | Materials and training | Referral | Materials and sales dialogue |
| Agreement with End Customer | Own commercial agreement | Verbu's Terms | None | Direct agreement |
| Onboarding and configuration | First-line | Escalation and platform | None | Responsible |
| Invoicing the End Customer | Responsible | None | None | Responsible |
| Invoicing queries | Responsible | Wholesale invoice | None | Responsible |
| Basic troubleshooting | First-line | Escalation | None | Responsible |
| Platform defects and availability | Triage | Second-line and third-line | None | Responsible |
| Integrations | Triage of Verbu integrations; responsible for its own | Verbu platform and approved integrations | Responsible for its own services | Verbu platform and approved integrations |
| Credit risk | Responsible | None | None | Responsible |
| End Customer data | In accordance with F.3 and the agreement with the customer | In accordance with Verbu's Terms and DPA | No access | In accordance with Verbu's Terms and DPA |
APPENDIX C - ENROLLMENT CONFIRMATION
Enrollment in a Module under the Verbu Partner Agreement version 2.4
| Field | Value |
|---|---|
| Partner, legal name | [•] |
| Business ID / CVR no. | [•] |
| Address | [•] |
| Module | ☐ Module F - Reseller ☐ Module H - Referral |
| Module version | 2.4 |
| Applicable version of Part I | 2.4 |
| Effective date | [•] |
| Registered contact, name and email | [•] |
| VAT number | [•] |
| Bank account for commission, Module H only | [•] |
| White-label approved | ☐ No ☐ Yes, as described below |
| Any special terms | [•] |
By signature or electronic acceptance, the Partner accedes to the stated Module as part of the Verbu Partner Agreement version 2.4. Part I and any other Modules enrolled in continue unchanged.
Date: [•]
For the Partner: Name: [•] Title: [•] Signature: [•]
For Verbu ApS: Name: [•] Title: [•] Signature: [•]