Program Overview
This MSP Partner Agreement ("Agreement") governs your participation in the Privci Managed Service Provider Partner Program ("Program"). By enrolling in the Program, you agree to be bound by these terms and conditions.
Key Points
- Non‑Exclusive Relationship: This Agreement does not create an exclusive relationship between the parties.
- Independent Contractor: Partner is an independent contractor, not an agent, employee, or legal representative of Privci.
- Compliance with Laws: Both parties agree to comply with all applicable laws and regulations.
- Program Changes: Privci reserves the right to modify the Program and this Agreement with notice to Partners.
The Program is designed to enable Managed Service Providers to resell Privci's Human Vulnerability Scanner and associated security services to their clients. Partners receive access to the MSP Portal, multi‑tenant management tools, and technical support as outlined in this Agreement.
Definitions
For the purposes of this Agreement, the following terms shall have the meanings set forth below:
Active Seat
A unique user account that has been provisioned access to the Privci Platform and is not in a suspended or terminated state.
Client
An end‑customer organisation that purchases Privci services through an authorised Partner.
MSP Portal
The web‑based interface provided by Privci to Partners for managing Client instances, reporting, and billing.
Partner Tier
The specific pricing and benefit level assigned to a Partner based on seat commitment (Starter, Professional, or Enterprise).
Privci Platform
The suite of software services offered by Privci, including the Human Vulnerability Scanner, Awareness Engine, Change Engine, and related components.
Resale Price
The price at which the Partner sells Privci services to Clients, which must be at or above the Minimum Advertised Price (MAP).
Partner Responsibilities
As a Privci MSP Partner, you agree to fulfill the following responsibilities:
Client Management
Partners are responsible for onboarding, managing, and supporting their Clients' use of the Privci Platform. This includes initial setup, user training, and ongoing technical support.
Sales & Marketing
Partners agree to actively market and sell Privci services to their client base in accordance with Privci's brand guidelines and Minimum Advertised Price (MAP) policy.
Billing & Collection
Partners are responsible for billing their Clients directly and collecting payment. Partners remain liable for all fees owed to Privci regardless of Client payment status.
Compliance & Security
Partners must ensure their Clients comply with Privci's Acceptable Use Policy and maintain appropriate security measures for accessing the MSP Portal and Client data.
Prohibited Activities
Partners must not:
- Reverse engineer, decompile, or disassemble any Privci software
- Use the Privci Platform to violate any laws or third‑party rights
- Make false or misleading claims about Privci services or capabilities
- Circumvent the MSP Portal or create Client accounts outside the designated Partner workflow
- Resell Privci services to other resellers or distributors without prior written consent
Privci Responsibilities
Privci agrees to provide the following to authorised MSP Partners:
MSP Portal Access
Provision and maintain the MSP Portal for multi‑tenant Client management, reporting, and billing administration.
Technical Support
Provide technical support to Partners in accordance with the support level specified by their Partner Tier (email, priority, or dedicated support).
Documentation & Training
Provide access to product documentation, sales enablement materials, and partner training resources.
Platform Availability
Maintain the Privci Platform with uptime of at least 99.5% (excluding scheduled maintenance and force majeure events).
Service Level Agreement
Privci provides the following service level commitments:
- Uptime: 99.5% platform availability (monthly)
- Support Response:
• Email: 24 business hours (Starter Tier)
• Priority: 12 business hours (Professional Tier)
• Dedicated: 4 business hours (Enterprise Tier) - Data Security: Industry‑standard encryption, access controls, and data protection measures
- Backup & Recovery: Daily backups with 30‑day retention
Revenue Sharing & Payment Terms
The following terms govern revenue sharing, pricing, and payment between Privci and Partner:
Pricing Structure
| Partner Tier | Minimum Seat Commitment | Cost per Seat (Monthly) | Minimum Advertised Price |
|---|---|---|---|
| Starter | 100 seats | £2.00 (or local equivalent) | £4.00 |
| Professional | 500 seats | £1.25 (or local equivalent) | £4.00 |
| Enterprise | 2,000 seats | £0.90 (or local equivalent) | £4.00 |
Payment Terms
- Billing Cycle: Partners are billed monthly or yearly in advance for the minimum seat commitment of their Tier
- Overage Charges: Seats above the minimum commitment are billed monthly or yearly at the same per‑seat rate
- Payment Method: Credit card or bank transfer (invoice available for Enterprise Tier)
- Currency: All fees are charged in GBP; international Partners may see equivalent charges in local currency
- Taxes: Partners are responsible for all applicable taxes, except taxes on Privci's net income
Important Payment Notes
- Partners are responsible for all payment processing fees
- Late payments may result in suspension of MSP Portal access
- Seat counts are calculated based on the highest number of Active Seats during the billing period
- Downgrading Tiers may involve early termination fees for remaining commitment period
Confidentiality
Both parties agree to maintain the confidentiality of proprietary information received from the other party that is marked as confidential or would normally be considered confidential under the circumstances.
Confidential Information Includes:
- Product roadmaps and development plans
- Pricing and discount structures
- Technical architecture and APIs
- Customer lists and contact information
- Marketing strategies and campaign plans
- Financial information and projections
- Security protocols and vulnerability information
- Any information marked "Confidential"
Exclusions:
Confidential Information does not include information that: (a) is or becomes publicly known without breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is independently developed without reference to Confidential Information; or (d) is rightfully obtained from a third party without restriction.
Data Protection & GDPR
Both parties agree to comply with applicable data protection laws, including GDPR. Partners act as Data Processors for their Clients' data, while Privci acts as a Sub‑processor. Partners are responsible for ensuring proper data processing agreements are in place with their Clients.
Term & Termination
Agreement Term
This Agreement begins on the Effective Date (when Partner enrollment is completed) and continues for an initial term of 12 months ("Initial Term"). After the Initial Term, the Agreement automatically renews for successive 12‑month periods unless either party provides written notice of non‑renewal at least 30 days prior to the end of the current term.
Termination Rights
Termination for Cause
Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure within 30 days; (b) becomes insolvent; or (c) ceases business operations.
Termination for Convenience
Either party may terminate this Agreement for any reason by providing 90 days' written notice. Early termination may involve fees for remaining commitment period.
Effects of Termination
Upon termination:
- All rights and licenses granted under this Agreement immediately cease
- Partner must cease all use of the Privci Platform and MSP Portal
- Partner must return or destroy all Confidential Information
- Any outstanding fees become immediately due and payable
- Privci will provide Partner with a 30‑day transition period for Client data extraction (for termination without cause)
Limitation of Liability
EXCEPT FOR (A) INDEMNIFICATION OBLIGATIONS, (B) BREACH OF CONFIDENTIALITY, OR (C) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE TOTAL AMOUNT PAID BY PARTNER TO PRIVCI UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE CLAIM.
No Consequential Damages
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Indemnification
Partner agrees to indemnify, defend, and hold harmless Privci from any claims, damages, or losses arising from: (a) Partner's breach of this Agreement; (b) Partner's negligence or willful misconduct; or (c) claims made by Partner's Clients related to the Privci services.
Disclaimer of Warranties
THE PRIVCI PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. PRIVCI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT.
General Provisions
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles.
Dispute Resolution
Any disputes arising under this Agreement shall first be subject to good‑faith negotiations between the parties. If unresolved within 30 days, disputes shall be submitted to binding arbitration in London, UK.
Assignment
Partner may not assign this Agreement without Privci's prior written consent. Privci may assign this Agreement in connection with a merger, acquisition, or sale of assets.
Amendments
Privci may modify this Agreement from time to time. Material changes will be communicated to Partners via email with 30 days' notice. Continued use of the Program constitutes acceptance of modified terms.
Force Majeure
Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, or internet service disruptions.
Entire Agreement
This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, whether written or oral, relating to the subject matter herein.
Notices
All notices under this Agreement shall be in writing and sent to:
To Privci:
Privci Ltd
85 Great Portland Street, First Floor,
London W1W 7LT, UK
Email: legal@privci.com
To Partner:
Address and email provided during enrollment