Partner terms and legal guardrails

A partner agreement sets what each side gives and gets: how the partner is paid, whose deal is whose, who pays for joint marketing, how data moves and how either side can stop. The money comes first.

For commission, tiers usually work better than a flat rate. Teams' tiers, per partner per year of referred revenue: 10 % up to 1,000,000 UAH, 12 % on the part from 1,000,000 to 3,000,000, 15 % on anything above.

The key word is part. Each rate applies only to its own slice of revenue, like income-tax brackets. A partner that refers 2,000,000 UAH earns 10 % × 1,000,000 = 100,000 plus 12 % × 1,000,000 = 120,000: 220,000 UAH, 11 % overall.

The common slip is to treat a tier as a jump that re-prices everything: 12 % on the full 2,000,000 gives 240,000 and makes crossing a threshold suddenly expensive for Teams.

The HR consultancy asked for a flat 15 % on everything it refers. Compare the two on a realistic year in which it refers 3,600,000 UAH.

Tiers: 10 % × 1,000,000 = 100,000; 12 % × 2,000,000 = 240,000; 15 % × 600,000 = 90,000. Total 430,000 UAH, an effective rate of about 11.94 %. A flat 15 % on the same revenue would be 540,000.

Tiers are not a trick to pay less. The partner still earns the top rate on the deals that push it past 3,000,000, so the rate rises with what it actually brings. What tiers avoid is paying the top rate on the first, easiest revenue, which a partner might bring anyway. Growth earns more; the first hryvnias don't cost the top rate.

When you present tiers, show the partner its own numbers at a few volumes. A table of "if you refer X, you earn Y" is easier to agree to than a formula.

Channel conflict is when a partner and your own team chase the same client, or a partner introduces a company you were already talking to. Without a rule, both expect credit, the client gets two calls, and the partnership sours.

Deal registration prevents most of it:

1. The partner registers a company before working on it.
2. Teams checks its pipeline and answers quickly. If the company is already there, Teams says so the same week, with the date of first contact.
3. If it isn't, the deal is the partner's for a set period, say 90 days, and Teams doesn't sell around the partner meanwhile.
4. When the period ends with nothing happening, the registration lapses and the company is open again.

Write the other conflict rules down too: who serves the client after signing and who settles a dispute. A registration with no end blocks a company for everyone; paying two people for one deal is exactly what the rule exists to stop.

Partners often ask for help with marketing: the logistics association wants Teams to co-fund a webinar for its members. The tool for that is a partner marketing fund: a budget the partner earns, set as a share of the revenue it brings, that can be spent only on agreed activities, such as events and webinars, and is paid against receipts.

Why not just raise the commission and let the partner spend it as it likes? Because the two buy different things. A fund buys marketing that reaches Teams' buyers, and Teams can see it happen: the webinar runs, the members attend, the receipt arrives. A higher commission buys nothing in particular; it may end up in the partner's general budget.

Keep the fund tied to results (earned from revenue the partner brought) and to evidence (receipts). A fund paid up front with no receipts is a cash bonus with a different name.

Each main term of a partner agreement answers a question that otherwise turns into an argument later.

• How much? Tiered commission pays a higher rate only on the revenue above each threshold.
• Whose deal? Deal registration settles it before anyone works on the company.
• Who pays for marketing? A partner marketing fund covers agreed joint activities, against receipts.
• How do we stop? A review date and an exit clause let either side end a partnership that isn't working, for example after six months with a month's notice.

The last one is easy to forget because nobody starts a partnership planning to end it. But a partnership you can't end is a risk you can't manage: if the partner brings nothing, or starts competing, you need a clean way out.

Rules agreed early are cheap. The same rules negotiated during a dispute cost time, money and usually the relationship.

Some terms that look sensible to a supplier cross a legal line. Leo wanted resellers barred from selling below 800 and from taking clients in each other's regions. Both are risky.

• Resale price maintenance. Under EU and Ukrainian competition law, a supplier generally may not fix a reseller's price or set a minimum one. The reseller sets its own price. You may recommend a price, as long as nothing pushes the reseller to follow it: losing a commission tier for selling below 800 turns the recommendation back into a fixed price.
• Passive sales. In some setups, for example when an area is given exclusively to another partner, you may limit a reseller's active selling there. But you can't forbid passive sales: if a client finds a reseller on its own and asks to buy, the reseller must be free to sell.

These are guardrails, not legal advice. The rules have exceptions, so a lawyer reviews every partner agreement before anyone signs.

Some partners sell something like your product too. The training agency, for instance, has its own English trainers and sells to the same HR managers as Teams. With such a partner, two topics stay off the table: your prices and who takes which clients.

Agreeing on either is an agreement between competitors, which competition law generally forbids even when it is informal, friendly or meant only to "avoid stepping on each other's toes". Swapping price lists or dividing clients by size or region falls into the same zone.

What you can do: agree the terms of the partnership itself (commission, deal registration for referred deals, a marketing fund) and keep each side's own pricing and own selling to itself. If a conversation drifts towards "you take the big companies, we take the small ones", stop it and say why.

As with all guardrails in this lesson, this is not legal advice: the agreement and any unusual arrangement go to a lawyer.

Partners hold contacts, and it is tempting to share them. The association offered its full member list with every HR contact, which looks great for outreach. But those people never agreed to hear from Teams. Sharing their personal data needs a lawful basis, usually their consent in this situation.

The better route is also the more effective one: the association tells members about Klasna, and those interested ask to be introduced. An introduction someone asked for converts better than a cold email to a list.

Write three data rules into the agreement: pass on only what a registered deal needs; say what each side does with the data; delete it when it's no longer needed. Personal phone numbers collected "just in case" fail all three.

How it fits together: tiers set the money, registration settles whose deal it is, the fund pays for joint marketing, and the guardrails on prices, clients and data keep the agreement legal. The case puts all of it to work on the agency's demand for exclusivity.