Partner & Reseller Legal Framework

This Framework describes the general legal and operational principles applicable to referral partners, sales partners, white-label partners and resellers working with Quantum Intelligence Hub Ltd (“QIH”).

1. Scope and order of precedence

This Framework applies to partner activity involving QIH services, including websites, webshops, AI Digital Reception, automation, digital administration, communications infrastructure, cybersecurity-oriented services, research and related professional services.

If this Framework conflicts with a signed Partner or Reseller Agreement, an approved commercial schedule or a specific written offer, the more specific signed or approved document prevails for the subject it governs. Mandatory law always prevails.

2. Independent relationship—no agency

Unless a written agreement expressly states otherwise, each partner acts as an independent business. Nothing creates employment, a partnership in law, joint venture, fiduciary relationship, franchise, commercial agency or authority to bind QIH.

A partner must not sign contracts, incur liabilities, make warranties, receive legal notices or represent that it can commit QIH without prior written authority.

3. Permitted partner activities

Subject to the applicable agreement, a partner may:

• introduce prospective customers and explain approved QIH services;
• use current, authorised sales materials and service descriptions;
• coordinate discovery, onboarding and customer communication;
• resell or deliver approved services under an authorised white-label model;
• provide first-line support where agreed;
• receive commissions or margins confirmed in writing or shown in the authorised panel.

4. Prohibited conduct

A partner must not:

• make false, misleading or unapproved claims about features, performance, availability, compliance or results;
• alter QIH contracts, policies, prices or commitments without authority;
• promise unlimited usage, guaranteed income, guaranteed rankings or uninterrupted service unless expressly approved;
• engage in spam, unlawful outbound marketing, bribery, fraud, sanctions evasion or deceptive sales practices;
• misuse customer data, credentials, payment information or QIH intellectual property;
• collect funds in QIH’s name unless the applicable arrangement expressly permits it.

5. Pricing, quotas and commercial offers

Licences, packages, customer or site allowances, usage quotas, overage charges and additional-service fees are determined by the current partner price list displayed in the authorised panel or by a written special commercial offer agreed between the parties.

A written special price prevails over the general price list for its stated validity period. Partners must not rely on an expired, draft or historical price list. Taxes, telecom charges, payment-provider fees and third-party costs are handled as stated in the applicable offer.

6. Commission, margin and payment rules

Commission or reseller margin is payable only where the eligibility conditions in the applicable commercial arrangement are met. Those conditions may include valid lead registration, customer payment, expiry of a refund or chargeback period, absence of fraud and continuing compliance.

• Commission calculations use the agreed base and exclude taxes, refunds, chargebacks, credits and pass-through costs unless stated otherwise.
• Duplicate or previously known leads may be treated under the applicable lead-registration rules.
• QIH may temporarily withhold a genuinely disputed amount while providing a reason and investigating it in good faith.
• Each party is responsible for its own tax, accounting and reporting obligations.

7. Invoicing and merchant responsibility

QIH invoices the partner for licences, infrastructure and services supplied by QIH; it does not issue invoices “on behalf of” the partner unless a separate, legally compliant invoicing mandate expressly provides otherwise.

Where the partner contracts with and charges its own customer, the partner is responsible for customer invoicing, taxes, consumer information, refunds and related merchant obligations. Where QIH contracts directly with the customer, QIH is responsible for its own invoice and merchant obligations. The checkout and order documents should identify the correct seller before payment.

8. Customer portfolio and non-circumvention

QIH recognises that partners invest time and money in developing their networks. During the applicable agreement and any agreed protection period, QIH will not knowingly solicit, redirect or contract around the partner in relation to a properly registered active or former sub-customer solely to avoid the partner’s agreed commercial entitlement.

This protection does not prevent:

• communications necessary to deliver, secure, support or comply with the service;
• contact requested independently by the customer;
• contact concerning a customer already documented as a QIH relationship before partner registration;
• action required by law, security, non-payment or material breach.

Where a protected customer approaches QIH independently, QIH should take the current contract and licence position into account and inform the partner where lawful and commercially appropriate.

9. Brand use and intellectual property

QIH grants only the limited, revocable and non-transferable brand rights stated in the applicable agreement. Trade marks, logos, software, automations, documentation, designs, prompts, knowledge structures and platform components remain the property of QIH or its licensors.

White-label permission does not transfer ownership of the underlying technology. On suspension or termination, brand use must cease and protected materials must be returned or deleted, except for records lawfully retained.

10. Data protection and confidentiality

Each party must comply with the data-protection and electronic-communications law applicable to the relevant individual, customer and activity. This may include UK GDPR and PECR in the United Kingdom, GDPR and national e-privacy rules in the EEA, and other local laws elsewhere.

The parties must identify their actual roles—independent controllers, joint controllers, or controller and processor. Where QIH processes personal data on the partner’s documented instructions, the parties must enter into an Article 28-compliant data-processing agreement before that processing begins. Sub-processors, international transfers, security, retention and incident notification must be addressed appropriately.

Each party must protect confidential commercial, technical and customer information and use it only for the agreed purpose.

11. Marketing and communications compliance

Incoming calls answered by an AI system, customer-initiated service conversations and non-marketing service notifications are not treated by this Framework as automated outbound marketing campaigns. Different rules apply where an AI or automated system initiates calls or messages for marketing purposes.

The party selecting the audience, purpose, channel and campaign is responsible for establishing the lawful basis, consent or permitted exception, suppression-list checks, caller identification, opt-out process and required records. QIH remains responsible for compliance failures caused by its own platform configuration or instructions.

12. Anti-bribery, fraud, sanctions and due diligence

Partners must comply with applicable anti-bribery, anti-fraud, sanctions, export-control and financial-crime laws, including the UK Bribery Act 2010 where applicable. No commission, gift, facilitation payment or other benefit may be offered to obtain an improper advantage.

QIH may conduct proportionate due diligence concerning identity, ownership, territory, customer, payment and end use. A transaction may be refused, paused or reported where required by law. Each party remains responsible for its own conduct and must promptly disclose a material compliance concern affecting the relationship.

13. Local law, licensing and taxes

The partner is responsible for licences, registrations, tax treatment, employment rules and sales conduct arising from its local business. QIH is responsible for the laws, registrations and taxes applicable to its own establishment and services.

Neither party may transfer its own regulatory duties to the other merely by describing the relationship as reseller, referral, white-label or partner activity.

14. Service development, availability and customer communication

Partners acknowledge that the platform and AI-related services may be continuously developed. Features, interfaces, providers and technical methods may change where reasonably necessary for security, compliance, reliability or improvement.

QIH aims for an average monthly service availability of 99%, excluding agreed exclusions such as planned maintenance, partner or customer systems, force majeure and independent third-party failures. Planned material maintenance should be notified where reasonably practicable. For significant unplanned disruption, QIH should provide a status update and estimated resolution information within a reasonable period.

For prolonged or repeated disruption caused by QIH, the parties may assess a reasonable service credit, extension or other remedy in good faith under the applicable agreement.

15. Suspension and termination

Access or partner rights may be suspended where reasonably necessary for security, suspected fraud, sanctions risk, material non-payment, unlawful activity or a serious contractual breach. Except where urgent action is required, the affected party should receive notice and a reasonable opportunity to remedy a remediable breach.

Termination does not remove accrued payment, commission, confidentiality, data-protection, customer-protection or intellectual-property obligations. Treatment of active customers, pending commissions, data export and migration follows the applicable agreement and mandatory law.

16. Fair allocation of responsibility and indemnity

Each party is responsible in proportion to its own acts, omissions, inaccurate information, unlawful instructions and contractual breaches. Any indemnity applies only to the extent that a third-party claim results from the indemnifying party’s breach, unlawful conduct or materials, and remains subject to prompt notice, reasonable control of the defence and cooperation.

Neither party is responsible for a breach caused solely by the other party or an independent third party. Responsibility for a shared incident must be allocated according to actual fault and legal responsibility.

17. Limitation of liability

Unless the signed agreement provides a different lawful limit, each party’s general aggregate contractual liability may be limited to the total fees paid or payable for the affected services during the 12 months preceding the event giving rise to the claim.

Any exclusion of indirect loss is subject to applicable law and does not exclude liability that cannot lawfully be limited, including fraud, wilful misconduct, death or personal injury caused by negligence. The parties may agree separate treatment for confidentiality, data-protection or intellectual-property claims in the signed agreement.

18. Updates, governing law and contact

Material updates to this Framework apply prospectively from publication and do not retrospectively remove accrued rights or confirmed special commercial terms. Partners should review the current version and the documents in their authorised panel.

Subject to mandatory local rules and any signed agreement, this Framework is governed by the law of England and Wales. Dispute resolution and jurisdiction are governed by the applicable signed agreement.

Quantum Intelligence Hub Ltd
71–75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom
Partners: partners@qihhub.com
Legal: legal@qihhub.com
Privacy: privacy@qihhub.com

Official guidance: ICO—controller and processor contracts · UK sanctions starter guide · Bribery Act guidance