DRAFT: NOT LEGALLY BINDING. This document is a working draft and must be reviewed by legal counsel before use. Text in [square brackets] marks open decisions.

Verbu ApS CVR no. 45855309 · Nymarksvej 57, 5800 Nyborg, Denmark Last Updated: 3.7.2026

This Partner Program Agreement (the "Agreement") is entered into between Verbu ApS, CVR no. 45855309, Nymarksvej 57, 5800 Nyborg, Denmark ("Verbu"), and the company accepting this Agreement as part of its partner application (the "Partner").

The Danish version of this Agreement is a courtesy translation. [PLACEHOLDER: counsel to confirm which language version is binding.]

1. Definitions

"Program" means the Verbu Partner Program as described in this Agreement and the Tier Schedule.

"Refer Model" means the partner model where the Partner introduces potential customers to Verbu, Verbu contracts with, invoices, onboards and supports the customer directly, and the Partner earns a commission.

"Resell Model" means the partner model where the Partner purchases subscriptions from Verbu at a wholesale discount, resells them in its own name and for its own account, sets its own end-customer prices, invoices its customers itself and provides first-line support.

"End Customer" means a business customer using the Verbu service through the Program, under either model. The Program is available to businesses only; supply to consumers is excluded.

"Net Revenue" means the subscription and usage fees actually received by Verbu that are attributable to an End Customer, net of discounts, VAT and other taxes, refunds and credit notes.

"Qualified Referral" means a referral meeting the conditions in Section 4.1.

"Wholesale Price" means Verbu's applicable list price less the Partner's tier discount under the Tier Schedule.

"Call Data" means audio, transcriptions, call metadata and analysis data processed by the service for an End Customer.

"AI Disclosure Features" means the features Verbu provides to inform callers that they are interacting with an AI system, including configurable entry announcements and machine-readable marking of synthetic audio.

"Tier Schedule" means the commission and discount tiers published at verbu.com/partners, as amended in accordance with Section 18.

2. Enrollment, Eligibility and Tiers

2.1 The Partner applies through Verbu's partner sign-up, providing accurate company information (for Danish companies: CVR number and company name). Verbu decides on admission at its discretion; the Program is only available after Verbu's written or in-product approval.

2.2 The Partner's tier (Bronze, Silver, Gold, Platinum, Diamond) is determined by the rolling 12-month Net Revenue attributable to the Partner's End Customers, as set out in the Tier Schedule. Tier upgrades apply immediately; tiers are otherwise recalculated at each monthly statement run. Verbu may assign a higher tier at its discretion.

2.3 Changes to the Tier Schedule apply prospectively only, with at least 30 days' notice, and follow the change mechanism in Section 18.

3. Appointment and Scope of Authority

3.1 Refer Model. Verbu appoints the Partner as a non-exclusive introducer. The Partner registers referrals through the partner dashboard. The Partner has no authority to negotiate prices or terms, to conclude contracts, to make representations or warranties on Verbu's behalf, or to collect payment for Verbu. All contracts are concluded directly between Verbu and the End Customer. The parties intend that the Partner does not act as a commercial agent (handelsagent) within the meaning of the Danish Commercial Agents Act.

3.2 Resell Model. Verbu grants the Partner a non-exclusive right to purchase subscriptions at the Wholesale Price and to resell them in the Partner's own name and for the Partner's own account. The Partner determines its end-customer pricing freely. The Partner receives no licence to the platform itself and no right to sublicense; each End Customer receives its rights of use directly from Verbu upon accepting Verbu's Terms of Service and Data Processing Agreement.

3.3 The Partner elects the Refer Model or the Resell Model at enrollment. The election applies to all of the Partner's End Customers. A change of model requires Verbu's written consent.

4. Refer Model: Referrals, Attribution and Commission

4.1 A referral is a Qualified Referral if: (a) the referred company is not an existing Verbu customer and has not been in active purchase discussions with Verbu within the 90 days before registration; (b) the referral is not already attributed to another partner; and (c) the referred company becomes a paying customer within [90] days of registration.

4.2 The Partner earns a commission equal to the Partner's tier percentage of Net Revenue from each Qualified Referral. Commission accrues monthly for as long as this Agreement is in force and the End Customer maintains a paid subscription, subject to Section 17.4.

4.3 Verbu provides a monthly commission statement in the partner dashboard. Accrued commission is paid on the Partner's request once the balance reaches at least DKK [500], by self-billing invoice (afregningsbilag, which the Partner hereby agrees to) or against the Partner's invoice. For partners in other EU countries, reverse charge applies where relevant. [PLACEHOLDER: payout cadence and mechanics to be confirmed with accountant.]

4.4 Commission is reduced or clawed back to the extent the underlying fees are refunded, credited or charged back, or remain unpaid by the End Customer.

5. Resell Model: Ordering, Discount and Invoicing

5.1 The Partner orders by creating End Customer workspaces in the partner dashboard and assigning a plan. New End Customer workspaces include a trial allowance of 25 conversations; Verbu's charges for that End Customer begin when the allowance is used.

5.2 Verbu invoices the Partner monthly at the Wholesale Price, itemised per End Customer (plans, add-ons and usage). Payment terms are [14] days from invoice date. Late payment accrues interest under the Danish Interest Act (renteloven).

5.3 Non-payment by an End Customer to the Partner does not relieve the Partner of its payment obligations to Verbu.

5.4 The Partner may bundle its own services (implementation, configuration, support) with the resold subscriptions and invoice them together at prices of its choosing.

5.5 If the Partner is in payment default, Verbu may, after notice and a [14]-day cure period, suspend the creation of new End Customer workspaces and, as a last resort, suspend affected subscriptions. Verbu will give affected End Customers a reasonable opportunity to continue their subscription directly with Verbu.

6. Support and Responsibilities

6.1 Refer Model: Verbu performs onboarding and provides all support to the End Customer.

6.2 Resell Model: the Partner provides first-line support (intake, triage and configuration help). Verbu provides second-line support to the Partner. Verbu does not contact the Partner's End Customers directly except as agreed or where required by law or security.

6.3 The Partner must escalate to Verbu without undue delay: security incidents, suspected personal data breaches, suspected malfunction of the AI system (including material hallucination reports) and any issue affecting emergency or time-critical calls.

7. End-Customer Terms

7.1 Every End Customer must accept Verbu's Terms of Service and Data Processing Agreement directly with Verbu, in-product, before its workspace is activated. The Partner must not misrepresent the service, must not give warranties or commitments on Verbu's behalf, and must not obscure or alter Verbu's terms.

7.2 The Partner must pass on to its End Customers the core acceptable-use rules of the service, including: no unsolicited cold-calling campaigns; outbound use only in accordance with applicable marketing law; End Customers in regulated professions verify for themselves that their use is permissible.

8. Voice AI Compliance (EU AI Act and Call Recording)

8.1 Under Regulation (EU) 2024/1689 (the AI Act), Verbu is the provider and the End Customer is the deployer of the AI system. Verbu provides AI Disclosure Features so callers can be informed that they are interacting with an AI system (Article 50(1)) and so synthetic audio is marked machine-readable (Article 50(2)).

8.2 The Partner must not disable, and must not encourage End Customers to disable, the AI Disclosure Features, and must make End Customers aware of their deployer duties.

8.3 Recording and transcription: the End Customer is the data controller and is responsible for the legal basis and for informing call participants (Articles 13/14 GDPR) before recording or transcription, using the announcement tooling Verbu provides. [PLACEHOLDER: counsel to add the relevant Danish statutory citations.]

8.4 The service must not be used for decisions based solely on automated processing that produce legal effects for individuals (Article 22 GDPR).

9. Data Protection

9.1 For lead and registration data exchanged under this Agreement, the parties act as independent data controllers. The Partner DPA in Schedule B applies. [PLACEHOLDER: Partner DPA to be drafted; requires DPO/counsel review.]

9.2 In the Resell Model, the Partner accesses End Customer workspaces (including Call Data) only within the product, under the End Customer's authority and instructions, and only as needed for first-line support.

9.3 Verbu processes service data in the EU and does not use personal data from the service to train AI models. Verbu's data retention terms toward End Customers are set out in the Verbu Terms of Service and DPA.

10. Marketing, Trademarks and Co-Branding

10.1 Each party grants the other a non-exclusive, revocable licence to use its name and logo solely to market the Program, in accordance with the granting party's brand guidelines. [PLACEHOLDER: link to Verbu brand guidelines.] All goodwill inures to the trademark owner.

10.2 Co-branded campaigns require Verbu's prior approval. The Partner must not make earnings claims or guarantees about the service, and must comply with the Danish Marketing Practices Act (markedsføringsloven) and GDPR in its outreach.

11. Confidentiality

11.1 Each party must keep the other party's confidential information secret, use it only for the Program, and protect it with at least reasonable care. The obligation lasts 3 years after termination; for trade secrets (as defined in the EU Trade Secrets Directive), for as long as the information remains a trade secret.

12. Compliance with Laws

12.1 The Partner complies with applicable law, including anti-bribery rules and EU and UN sanctions and export-control rules, and does not offer, promise or grant improper advantages in connection with the Program.

12.2 On request, the Partner discloses subcontractors who perform its obligations under this Agreement.

13. Intellectual Property and Feedback

13.1 Verbu retains all rights to the platform, the service and related IP. No rights are granted except as expressly stated in this Agreement.

13.2 If the Partner provides feedback or suggestions, Verbu may use them without restriction or compensation, under a non-exclusive, perpetual licence.

14. Warranties and Disclaimers

14.1 Each party warrants that it is duly incorporated and authorised to enter into this Agreement.

14.2 The Partner warrants that contact data it shares with Verbu has been collected lawfully and may be shared for the Program's purposes.

14.3 Verbu does not guarantee any volume of customers, revenue or commission. AI output is probabilistic; Verbu does not guarantee the accuracy of individual responses. Service levels and service warranties toward End Customers are governed exclusively by the Verbu Terms of Service.

15. Indemnification

15.1 The Partner indemnifies Verbu against third-party claims arising from: the Partner's misrepresentation of the service; the Partner's unlawful marketing; the Partner's breach of Section 9 or 14.2; and, in the Resell Model, disputes concerning the Partner's own prices, invoices or services.

15.2 Verbu indemnifies the Partner against third-party claims that the Verbu brand materials or platform, used as permitted, infringe third-party IP rights.

15.3 The indemnified party must notify promptly, allow the indemnifying party to control the defence, and reasonably cooperate.

16. Limitation of Liability

16.1 Neither party is liable for indirect losses, including lost profits, loss of goodwill or loss of data.

16.2 Each party's total liability under this Agreement is capped at the amounts paid or payable between the parties under this Agreement in the 12 months preceding the event giving rise to liability.

16.3 The limitations do not apply to liability for intent or gross negligence, death or personal injury, product liability, or a party's liability to data subjects under Article 82 GDPR (where the internal allocation under Article 82(5) remains unaffected).

17. Term, Termination and Transition

17.1 This Agreement runs indefinitely. Either party may terminate with 3 months' written notice to the end of a month.

17.2 Either party may terminate for cause without notice, including on material breach not cured within 30 days of written notice, insolvency, or the Partner's serious or repeated breach of Sections 7, 8, 10 or 12.

17.3 On termination the Partner ceases to present itself as a Verbu partner and each party returns or deletes the other's confidential information.

17.4 Refer Model: commission on existing Qualified Referrals continues for [12 months] after termination and then lapses. [PLACEHOLDER: decision, 12-month tail vs. customer-lifetime; must match public Program marketing.]

17.5 Resell Model: End Customer subscriptions continue unaffected, as End Customers contract directly with Verbu. For 90 days after termination the parties cooperate on transition; thereafter billing migrates to Verbu directly or to another partner. During transition, neither party actively solicits the other's relationship with the affected End Customers. [PLACEHOLDER: confirm mutual non-solicit.]

17.6 During the term and for 12 months after, neither party actively solicits the other's employees. [PLACEHOLDER: counsel to sanity-check scope and remedy under Danish law.]

17.7 Sections 9, 11, 13, 15, 16, 17.4–17.7 and 19 survive termination.

18. Changes to this Agreement and the Program

18.1 Verbu may change this Agreement and the Tier Schedule by written notice at least 6 weeks before the change takes effect. If the Partner does not object in writing before the effective date, the change is deemed accepted; Verbu will point this out in the notice. If the Partner objects, the previous terms continue to apply, and each party may terminate the Agreement with 1 month's notice to the end of a month.

18.2 Changes that materially reduce the Partner's economics (including tier percentages) apply prospectively only and never to commission or discounts already accrued.

19. General Provisions

19.1 The parties are independent contractors. The Partner is not Verbu's commercial agent, employee or franchisee and has no authority to bind Verbu.

19.2 Neither party may assign this Agreement without the other's consent, except that Verbu may assign it within its group or in connection with a merger or sale of business.

19.3 Notices go to the contact details registered in the partner dashboard, and to Verbu at [PLACEHOLDER: partners@verbu.com].

19.4 If a provision is invalid, the remainder stays in force; the parties replace the invalid provision with a valid one closest to its purpose.

19.5 This Agreement, including its Schedules, is the entire agreement about the Program and supersedes prior discussions.

19.6 This Agreement is governed by Danish law, excluding its conflict-of-law rules. Mandatory rules of the country where the Partner is domiciled and directly applicable EU law (including GDPR and the AI Act) remain unaffected. Venue is [PLACEHOLDER: the City Court of Copenhagen / the Danish Maritime and Commercial High Court].

Schedules

Schedule A (Tier Schedule): the commission and discount tiers published at verbu.com/partners (changes per Section 18).
Schedule B (Partner DPA): [PLACEHOLDER: to be drafted; DPO/counsel review required.]
Schedule C (Brand Guidelines): [PLACEHOLDER: link.]
Schedule D (Support Matrix): the responsibilities summarised in Section 6.