Welcome to the Rocketspark Partner Program. The Partner Program enables approved Rocketspark Limited ("us", "we") Partners to create and maintain websites for others using the Rocketspark Studio and to on sell these services to their clients. Rocketspark Partners (“Partners") can earn commission by referring  clients to Rocketspark via your Rocketspark Studio.

By joining the Partner Program you agree to be bound by the following terms and conditions ("Terms").

1. Become our Partner

1.1 Once accepted as a Partner, we give you non-exclusive authorisation to:

(a) market and promote monthly and annual plans for our products (these include the standard elements provided by Rocketspark and priced at www.rocketspark.com/pricing);

(b) create websites on behalf of your clients using the Rocketspark platform;

(c) offer digital marketing services to your Rocketspark clients;

(d) be the site administrator to maintain your client's websites via the Rocketspark Studio; and

(e) use our trademarks strictly in your capacity as a Partner (and in this respect we grant you a limited, revocable, non-exclusive and non-transferable license to use and display our trademarks).  

f) All Partner created sites will by default have a Rocketspark attribution link in the footer showing that the site was created using Rocketspark. The exact text of this link will be determined by Rocketspark and may change from time to time and will explain that the website was made with Rocketspark. The percentage of Rocketspark attribution links you remove from client sites will be a factor in how many referrals Rocketspark makes to you.   

1.2 If you become an Active Partner (as defined in clause 7.2 below) you will become eligible to receive referrals from Rocketspark while you remain an Active Partner.

1.3 We reserve the right to decline any Partner application. 

1.4 Providing a high quality service is important to us. To help you maintain our standards, we will assess your competence with the Rocketspark platform and provide you with training.

2. New Sites

2.1 You are able to earn Commission for as long as you are an Active Partner when you set up a new website on the Rocketspark platform, where the site:

(a) is a new to Rocketspark website (that is, the same site or a predecessor site for the same purpose and client was not previously on the Rocketspark platform); and

(b) the client has paid for the use of a Rocketspark monthly or annual website plan at full retail price as listed on our website;

(each a "New Site")

2.2 If the client  switches from one partner to another, upon approval from the client, the site will be transferred to the Rocketspark Studio of the new Partner and will not be included in the Commission of the new Partner and removed from the Rocketspark Studio of the previous Partner.     

3. New Sites

3.1 There are no restrictions on the number of New Sites a Partner may setup, although to be eligible for Commission you will need to ensure you remain an Active Partner as per clause 7.2 below.

3.2 At Rocketspark, we value doing good and helping others. Special pricing for non-profit organisations is available for any non-profit New Sites on a case-by-case basis.

3.3 If a New Site ceases to be an active Rocketspark subscriber, such New Site will cease to count towards your Partner tier count from the date they terminate their subscription. 

4. Client support

4.1 Your New Sites will be identified as such in your Rocketspark Studio partner platform.

4.2 You will be registered as a site administrator for your clients’ websites. Your Rocketspark Studio will provide you with a separate login and password to access and modify your clients’ websites.

4.3 You must offer appropriate guidance to your clients re their New Sites to ensure that your clients gain value from their websites.

4.4 We will provide help desk support to your clients for issues relating to website functionality in accordance with our standard terms and conditions for using Rocketspark.

4.5 Any opportunities for additional design or digital marketing services we receive from your clients will be referred to you as appropriate.

5. Rates for building websites

5.1 As a Partner you will be able to create and maintain websites on behalf of your clients using the Rocketspark platform.

5.2 You may charge your clients  for these services directly at a reasonable rate determined by you. You will provide these services to clients under a separate contract between you and the client (in addition to the contract between Rocketspark and the client in respect of the Rocketspark Platform). You are responsible for ensuring the terms of your contract with the client are: (i) consistent with these Terms and the Rocketspark Terms of Service; and (ii) for managing any disputes between you and your client in respect of your fees.  

5.3 The client is always responsible for paying recurring Rocketspark subscriptions such as website plans, domain names, email accounts and maintenance plans for historical custom work in respect of websites you create with them.  In special circumstances and with prior permission from Rocketspark the client may nominate a Rocketspark partner to receive the bill on their behalf (without relieving the client’s liability to pay) and permit the Partner to on charge the client as a disbursement to other work.  If we do agree this for any of your clients, you will become jointly and severally liable with the client to pay Rocketspark’s fees for that website.   

5.4 Billing on behalf of the client is also subject to the following criteria:

A valid, contactable billing email address must be is provided for each site; and

Rocketspark’s invoices for these sites must be paid on time and the client’s email address and contact details are entered as the website owner. If the above criteria are not met, Rocketspark may end your ability to manage billing on behalf of your clients and/or may suspend or terminate your participation in the Partner Programme in accordance with clause 11.3.

6. Custom development services

6.1 We may agree to provide custom development services to implement on your or your client’s sites.

6.2 The price and availability of custom development services is found in your Rocketspark Studio price list (as updated by us from time to time).

6.3 A deposit of 50% of the cost of custom development services may be requested for higher value services.

6.4 Final payment for the custom development services is due upon completion. We reserve the right to put the applicable site offline if final payment for the services is not made on time.

6.5 Rocketspark will own all intellectual property related to custom development work unless agreed otherwise in writing with you and the client.

7. Commission

7.1 For as long as you remain an Active Partner as per 7.2 below and comply with these Terms, you will be eligible to earn commission for New Sites at the rate of your partner tier as set out in Schedule A ("Commission").

7.2 An Active Partner is a Partner that over a rolling 12 month period (calculated daily based on the preceding 12 months):

(a) has added at least two New Sites that have contributed to their Partner tier count; and 

(b) where those two New Sites remain current active paying Rocketspark subscribers at the date of the calculation. 

Only Active Partners meeting the above criteria will be eligible for payment of Commission (including in respect of New Sites added in previous years). 

7.3 The following are not included in the determination of your Active Partner status and do not contribute to determination of your Partner tier: 

(a) any sites that are discounted by more than 60%;

(b) sites that replace an existing Rocketspark website (including for example, a redesign) where the replaced site is shut down within a reasonable period after the new site goes live; or

(c) sites that are not genuine sites created for real world use by an actual client.  

Rocketspark may remove any sites identified that meet the above criteria and/or otherwise do not meet the requirements for a New Site or are otherwise in breach of these Terms. If we do identify any such sites, the Commission you are eligible to receive will be adjusted accordingly. Such adjustment may include all previous Commission (or Partner tier benefits) earned in connection with such a site and may result in a retrospective reduction in Commission. 

7.4 We will use reasonable efforts to provide an indication of your Commission payable from New Sites. Only once your Commission earned balance has reached $100 or £100 you can invoice us for the amount owing. On receiving your invoice, we will review your entitlement in accordance with these Terms and where applicable we will pay the Commission to you. The balance displayed in Rocketspark studio from time to time may not always be up to date or accurately reflect your entitlement.

7.5 We reserve the right to request further information from you to verify that any of your New Sites comply with these Terms and meet the eligibility requirements for Active Partner status or inclusion in Partner tier calculation. We may disqualify and disregard any New Site that we have reasonable grounds to believe does not meet the criteria for a New Site or was otherwise attained through fraudulent, illegal, questionable or other methods that may be in breach of these Terms.  

7.6 The currency of the Commission will be the same as the currency that your New Site uses to pay for its Rocketspark products.

7.7 The Commission is to be invoiced to us inclusive of all applicable taxes and duties.  We may alter the levels of Commission payable at any time by following the process set out in clause 13.3 below.

7.8 We will pay the Commission to your nominated bank account on the 20th of the following month of the invoice date.

7.9 Commission will be calculated on the paid invoice value of the monthly and annual website plans.  Commission will not be paid on discounted monthly or annual website plans or additional services such as domain names, email accounts, custom development or other services.

7.10 If a client requests not to be associated with you as a Partner we will remove them from your Rocketspark Studio and no further Commission will be calculated on their payment plan.  

7.11 Commission will not be paid if there are any unpaid invoices where the Partner is responsible for the payment.

7.12 Commission owed can not be set off against or used in lieu of payment for services or outstanding invoices or bad debts.

7.13 If at any time you don’t maintain your status as an Active Partner you will receive an email advising you of your inactive status and you will have a 30 day period to invoice Rocketspark for any accumulated Commission balance.

7.14 Any previously earned Commission not invoiced to us within this time period will be  reset to 0. You will not be entitled to earn any further Commission on your New Sites unless and until you meet the criteria for an Active Partner status again. 

7.15 If you regain your Active Partner Status you will be able to begin earning Commission for all previous New Sites added that remain eligible for Commission in your Rocketspark Studio.  

8. Your obligations

8.1 As a Partner, you are required to:

(a) act in an orderly and businesslike manner and to comply with all relevant laws and regulations;

(b) hold any:

     (i) goodwill generated for our business under the Partner Program; and

     (ii) intellectual property created in relation to the Partner Program or our business, as bare trustee for us;

(c) notify us of any suspected infringement of our intellectual property and take such reasonable action as we may direct, at our expense, in relation to such infringement; 

(d) ensure that a good quality of service is provided to clients. We may introduce competency tests to ensure that you are maintaining good standards;

(e) if you manage Rocketspark billing on behalf of your clients, pay Rocketspark invoices on time so that your client’s site is not put offline; 

(f) advise your clients that you have administrative access to their website via Rocketspark Studio; and

(g) not mislead Rocketspark as to the identity of any of your clients, carry out work on any sites that are for fraudulent, misleading or improper purposes, or set up sites for the purpose of manipulating your Active Partner status of Partner Commission tier.

8.2 You must not:

(a) use any of our intellectual property except for the purpose of (and in accordance with) these Partner Terms, nor cause or permit anything which may damage or endanger our intellectual property or our title to it (including assisting or allowing others to do the same);

(b) divulge or communicate to any third party, or use or exploit for any purpose whatsoever, any confidential knowledge or information, or any other financial or business information, relating to Rocketspark (including any trade secrets) which you may receive or obtain as a result of or in connection with this agreement, without our prior written consent. This includes, but is not limited to, the Rocketspark development roadmap and Rocketspark pricing;

(c) represent that you are acting on behalf of Rocketspark or commit us to any contractual obligation without our prior written consent;

(d) market our products via facsimile, telemarketing, spyware, malware, viruses or other forms of marketing that could potentially harm our business, or as may be communicated by us from time to time;

(e) make any representations or give any warranties on our behalf to any third parties (except to the extent we may consent to in writing);

(f) solicit Rocketspark's clients;

(g) solicit other Rocketspark partners’ clients; or

(h) charge unreasonable pricing or fees for any services involving Rocketspark software,

including for the building or maintenance of websites on the Rocketspark platform. 

9. Our obligations

9.1 To enable you to fulfill your role as our Partner, we will;

(a) provide you and your team with training material;

(b) enable you to add your logo to the footer of websites if you classify as a Bronze, Silver, Gold

or Platinum Partner in accordance with Schedule A; and

(c) enable you to create 60 day free trial sites for demonstration purposes;

10. Domain name ownership and administration

10.1 You must ensure you and your clients  adhere to the domain name policies of the various domain authorities.

10.2 You must ensure your client  is listed as the domain name registrant. Ownership of such domains will be retained at all times by your client.

10.3 If the domain is registered by Rocketspark we will be the technical and billing contact listed on the domain and we will be responsible for any domain administration.

11. The term of our relationship

11.1 You may terminate your participation in the Partner Program for your convenience at any time by providing Rocketspark with 30 days written notice.

11.2 Rocketspark may terminate these Terms and your participation in the Partner Programme for its convenience by providing you with 3 months written notice.

11.3 Your breach of these Terms may result in your immediate suspension or termination from the Partner Programme. In particular, we may terminate your participation in the Partner Program immediately should we have reasonable grounds to believe that you are in breach of these Terms, that the standing or reputation of our business or products is at risk. We may, at our absolute discretion, provide you with one "notice to improve" before terminating your participation in the Partner Program. If we become aware of any circumstances which might give rise to a right to terminate these Terms and your participation in the Partner Programme, we may by notice in writing suspend your account while we investigate the matter and make further enquiries.  

11.4 Once your participation in the Partner Program ends:

(a) Your New Sites become Rocketspark's direct clients and you will not be entitled to any further Commission other than those owing to you at the date of termination; and

(b) you must:

     (i) remove any and all of our intellectual property from your website, business premises, stationery and other property within 7 days;

     (ii) cease using our intellectual property; and

     (iii) return to us any property (including intellectual property) which we have supplied to you, together with any records relating to your role as Partner that we may reasonably request.

12. Liability

12.1 Despite any other clause in these Terms, our maximum total liability to you in connection with these Terms (whether such liability arises in contract, tort (including negligence) breach of statutory duty or otherwise) is limited to the greater of: (i) $500; or (ii) the total aggregate value of Commission paid or payable to you in the 12 months preceding the first event giving rise to liability. This limitation of liability will apply between you and Rocketspark in place of the liability cap in clause 14.6 of the Terms of Service. 

12.2 We do not make any expressed or implied warranties with respect to the Partner Program or our products and any use of our products by you or your New Sites is subject to our terms of service as set out here –https://www.rocketspark.com/terms-and-conditions/ ("Terms of Service").  

12.3 You indemnify us and keep us indemnified from and against any and all loss, damage or liability (whether criminal or civil) suffered (including any legal fees and costs incurred by us) resulting from any act or omission made by you as our Partner or any breach by you of these Terms.

13. Other terms and further information

13.1 Your role as Partner is as our independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, franchise, sales representative, or employment relationship between us.

13.2 You may not assign this agreement or otherwise transfer your role as Partner, or any of your rights and obligations under these Terms without our prior written consent.

13.3 Rocketspark may amend these Terms from time to time by emailing you with the revised terms to the email address registered on your account. For any amendments that are materially detrimental to you: (i) we will provide you at least 14 days notice in writing of the change; and (ii) if you do not agree to the amended terms, you may terminate these Terms by notice in writing to us prior to the change coming into effect. You will not be charged an early termination fee in these circumstances and if you terminate will be permitted to invoice us for the current balance of your Commission for a period of 30 days after termination. 

13.4 Our failure to exercise a right we may have under these Terms does not mean we are waiving that right.

13.5 We appreciate any feedback on service enhancements for Rocketspark but this will not give you any rights to any intellectual property that may be generated. Rocketspark's Terms of Service are incorporated into and supplement these Terms. If there is any inconsistency between these Terms and the Terms of Service, these Terms will prevail.

13.6 These terms and conditions are governed by New Zealand law. Each party submits to the jurisdiction of the New Zealand courts.

13.7 By accepting Rocketspark's partner terms, you also agree to Rocketspark's Privacy Policy, Acceptable Use Policy and agree to comply with our General Terms of Service (excluding clauses 3 & 13) when you create websites in your design studio.

Schedule A