Minimum Seller Agreement

⚠️ DRAFT, NOT LAWYER-REVIEWED. A nøktern "cover-our-bases" draft written by an AI agent (WS-5,

work order 2026-07-10) as a basis for legal review. Must be quality-checked by a lawyer/accountant

before go-live. Source: docs/legal/SELLER_AGREEMENT_MINIMUM_DRAFT_2026-07-10.md.

1. Parties and purpose

This agreement is between Nextivo (company reg. no. [FILL IN], "Nextivo", "we") and you as a registered seller/agent ("Seller", "you"). It governs the Seller's referral of Nextivo's subscription service to customers in exchange for commission.

2. Seller status — independent contractor

The Seller acts as an independent business and invoices Nextivo for earned commission. The Seller is not an employee; this agreement creates no employment, agency or partnership relationship in the legal sense. The Seller is responsible for their own tax, VAT and any public reporting obligations. If the Seller is VAT-registered, VAT is added to the commission invoice.

3. Territory

The Seller is assigned a country (ISO code) and optionally a free-text region. Territory is non-exclusive unless otherwise agreed in writing; multiple sellers may operate in the same country. Nextivo may adjust, assign or withdraw territory at any time.

4. Commission

• Rate: 20 % of the net subscription revenue Nextivo actually receives from a customer the Seller

referred. Nextivo may set a per-customer cap.

• Period: commission accrues for up to 24 months from the customer's first payment, while the

customer has an active paying subscription and the Seller has active status (§7).

• Customer ownership: a customer is attributed to the Seller whose referral code the customer used

first. One referral per customer; later sellers earn no commission on the same customer.

• No commission on amounts not actually collected, refunded, or charged back (dispute).

5. Payout — after the refund/dispute window

• Commission accrues when the customer's payment is completed but becomes **payable 90 calendar

days** after the payment, to cover refund and dispute risk.

• Payout is made monthly in arrears and includes only commission where (a) the underlying payment is

at least 90 days old and (b) the payment has not been refunded or reversed.

• Clawback: if a payment is refunded or reversed after commission has been paid, the paid amount

is offset against the Seller's future commission, or invoiced to the Seller if no future commission exists.

• Payout is made to the payout method/account the Seller has registered. The Seller is responsible for

the accuracy of those details.

6. Changes to the agreement

Nextivo may change this agreement, commission rates, caps, periods and terms without prior notice. The current version is published in the service. For material changes the Seller may be asked to accept a new version. Continued use of the seller program after a new version is published constitutes acceptance of that version. Changes are not retroactive to commission already accrued under the then-applicable rates.

7. Active status and minimum sales

To keep active seller status the Seller must achieve at least 5 sales per 6-month period (adjustable by Nextivo). Failure may cause status to lapse or the Seller to be deactivated. Nextivo may deactivate a Seller for breach, abuse, or at its discretion.

8. Termination

Either party may terminate in writing with [e.g. 30 days'] notice. On termination the right to future commission on new sales ends. Commission accrued within the up-to-24-month period for customers referred before termination is paid per §5 (including the 90-day window and clawback), unless terminated for the Seller's breach.

9. Marketing and conduct

The Seller shall act honestly, not misrepresent the service, and comply with applicable marketing and privacy law. The Seller may not use Nextivo's trademarks beyond what is permitted in writing, and may not spam or use deceptive recruitment.

10. Privacy and data processing

The Seller processes customers' personal data only as necessary for the referral, and in accordance with privacy law (GDPR) and Nextivo's privacy policy.

11. Limitation of liability and availability

The service is provided "as is", with no guarantee of uninterrupted availability. Nextivo's total liability to the Seller is limited to commission earned in the last 6 months. Nextivo is not liable for indirect loss, lost profit or consequential damages.

12. Governing law and venue

This agreement is governed by Norwegian law. Venue is Norway.