# Partner terms and legal guardrails > Tiered commission, deal registration, a partner marketing fund and conflict rules, plus the lines you don't cross: no fixed resale prices, no ban on passive sales, consent before sharing client data. - Course: [B2B Marketing and Sales: Win Your First Company Customers](https://productovi.com/courses/b2b-marketing-and-sales.md) - Module: Partners and channels - Lesson 27/32, ~23 min - Source: https://productovi.com/courses/b2b-marketing-and-sales/terms-and-guardrails ## Commission in tiers **Marta:** The HR consultancy wants terms in writing. They asked for a flat 15% on everything they refer. **Alex Tutor:** A **partner agreement** sets what each side gives and gets. For commission, tiers work better than a flat rate: a base rate on the first revenue, a higher rate on what comes on top. Growth earns more; the first hryvnias don't cost the top rate. **Marta:** Our tiers, per partner per year of referred revenue: 10% up to 1,000,000, 12% on the part from 1,000,000 to 3,000,000, 15% on anything above. **Sofia:** If they refer 3,600,000: 100,000 + 240,000 + 90,000 = 430,000, about 11.94%. A flat 15% would be 540,000. **Alex Tutor:** And they still reach 15% on the deals that push them past 3,000,000. The rate rises with what they actually bring. > **Exercise:** Commission tiers: 10% on referred revenue up to 1,000,000 UAH a year, 12% on the part from 1,000,000 to 3,000,000, 15% above. A partner refers 2,000,000 UAH in a year. What's its commission? **Alex Tutor:** Now the consultancy's own case: a year in which it refers 3,600,000. > **Exercise:** Commission tiers: 10 % up to 1,000,000 UAH of referred revenue a year, 12 % on the part from 1,000,000 to 3,000,000, 15 % above. The HR consultancy refers 3,600,000 UAH in a year. What is its commission? ## Whose deal is it? **Sofia:** What if they introduce a company we were already talking to? **Alex Tutor:** That's **channel conflict**, and **deal registration** prevents most of it. The partner registers a company before working on it; if it isn't already in our pipeline, the deal is theirs for a set period, say 90 days, and we won't sell around them. **Marta:** And if it's already ours, we say so the same week, with the date we first spoke to them. No double commission, no surprises. **Alex Tutor:** Write the conflict rules down too: who serves a client after signing, what happens when a registration expires, who decides a dispute. Rules agreed early are cheap; arguments later are not. > **Exercise:** Which belong in a fair deal-registration rule? Select all that apply. ## A fund for joint marketing **Marta:** The association also wants us to help pay for a webinar for its members. **Alex Tutor:** That's what a partner marketing fund is for: a budget the partner earns, set as a share of the revenue it brings, spent only on agreed activities like events and webinars, with receipts. It's not a cash bonus. **Sofia:** Why not just pay a higher commission and let them spend it as they like? **Alex Tutor:** Because a fund buys marketing that reaches our buyers, and we can see it happen. A higher commission buys nothing in particular. **Alex Tutor:** The association's webinar request: how should Teams pay for it? > **Exercise:** The logistics association asks Teams to help pay for a webinar for its members. Which arrangement fits best? > **Exercise:** Match each term of a partner agreement with what it does. ## Lines you don't cross **Leo:** For resellers, let's write that they can't sell below 800 and can't take clients from each other's regions. Then nobody undercuts anybody. **Alex Tutor:** Both cross a legal line. Under EU and Ukrainian competition law, a supplier generally may not fix or set a minimum price for its resellers: that's **resale price maintenance**. A reseller sets its own price. You can recommend one, with no pressure behind it. **Alex Tutor:** On regions: in some setups, for example when an area is given exclusively to another partner, you may limit active selling there. But you can't forbid **passive sales**: if a client finds a partner and asks to buy, the partner must be free to sell. **Marta:** And with a partner who also sells its own English, we never discuss our prices or who takes which clients. That's an agreement between competitors. **Alex Tutor:** These are guardrails, not legal advice. The exact rules have exceptions, so a lawyer reviews every partner agreement before anyone signs. > **Exercise:** Which clause for a reseller agreement stays inside the guardrails? **Alex Tutor:** One more line, about partners who also sell their own English. > **Exercise:** **True or false:** with a partner that also sells its own English courses, it's fine to agree informally who takes which clients, so the two of you don't compete. ## Client data between partners **Sofia:** The association offered to send us its full member list with every HR contact. Great for outreach, right? **Alex Tutor:** Those people didn't agree to hear from us. Sharing their personal data needs a **lawful basis**, usually their consent here. Better: the association tells members about us, and those interested ask to be introduced. **Marta:** And in the agreement: pass on only what a deal needs, say what each side does with it, and delete it when it's no longer needed. **Alex Tutor:** An introduction someone asked for also converts better than a cold email to a list. Respecting consent and selling well point the same way here. > **Exercise:** Which ways of handling client data with a partner are acceptable? Select all that apply. ## The term sheet **Marta:** Draft the main terms for the HR consultancy, our first referral partner. The lawyer will turn them into the agreement. **Sofia:** Commission tiers, registration, conflicts, the fund, data. Anything else? **Alex Tutor:** A review date and a way out for both sides. A partnership you can't end is a risk you can't manage. **Leo:** And nothing about their prices or regions, I get it now. > **Exercise:** Draft the main terms for the HR consultancy's referral agreement (5–7 short lines): commission, deal registration, conflicts, marketing, data, review and exit. The consultancy asked for a flat 15%; Teams' tiers are 10% of referred revenue up to 1,000,000 UAH a year, 12% on the part from 1,000,000 to 3,000,000 and 15% above. > **Key ideas** > > - Tiered commission rewards growth: 10% up to 1,000,000, 12% to 3,000,000, 15% above. On 3,600,000 referred, that's 430,000 (11.94%) instead of a flat 15%'s 540,000. > - Deal registration: the partner registers a company first; if it isn't already in your pipeline, it's theirs for a set period. Write conflict rules down early. > - A partner marketing fund pays for agreed joint marketing with receipts, not a cash bonus. > - Guardrails (not legal advice; a lawyer reviews every agreement): never fix or set a minimum resale price; a recommendation is fine without pressure. In some setups you may limit active selling into another partner's area, but never ban passive sales. Never discuss prices or client splits with a partner that competes with you. > - Client data moves only with a lawful basis, usually consent, and only what the deal needs. **Alex Tutor:** Next, the case: the training agency asks for exclusivity and a fixed price. You'll answer with all five candidates' numbers and these guardrails. - Previous lesson: [Choosing partners with weighted criteria](https://productovi.com/courses/b2b-marketing-and-sales/choosing-partners.md) - Next lesson: [Case: a training agency asks for exclusivity](https://productovi.com/courses/b2b-marketing-and-sales/agency-asks-for-exclusivity-case.md) --- Productovi Learning. Free, no sign-up needed to read.