Agency Partner Agreement

The Center21 Agency Program allows qualified web design agencies, freelance developers, and digital service providers to provision Center21 CRM accounts for their clients. Agency earns recurring commission on each client subscription for the duration of the client's active subscription.

By registering for the Agency Program, you acknowledge that you have read, understood, and agree to all terms in this Agreement.

2.1 Rate. Agency earns a commission of thirty percent (30%) of the monthly recurring revenue ("MRR") collected from each client account provisioned by the Agency ("Commission Rate"). This rate applies uniformly across all Center21 tiers (Core $997/mo, Growth $1,997/mo, Authority $2,997/mo).

2.2 Calculation. Commission is calculated on the net amount collected after payment processing fees, refunds, and chargebacks. Commission is not earned on failed payments, disputed charges, or promotional credits.

2.3 Payout Schedule. Commissions are paid monthly, on or before the 15th of the following month, via Stripe Connect to the Agency's verified bank account. Minimum payout threshold is $50 USD. Balances below $50 roll over to the next month.

2.4 Clawback. If a client cancels their subscription within 30 days of activation, the commission earned for that client's initial month will be clawed back from the Agency's balance. Clawback applies only to the first billing cycle.

2.5 Rate Changes. Company may modify the Commission Rate with 60 days written notice. Changes do not apply retroactively to existing client accounts provisioned before the effective date of the change.

3.1 Starter (Free). Up to 10 active client accounts. Full API access. Standard Center21 branding on client-facing interfaces. 30% commission.

3.2 Pro (Free). Up to 50 active client accounts. White-label capability — Agency's branding replaces Center21 branding on client dashboards and emails. Full API access. 30% commission.

3.3 Enterprise (Free). Unlimited client accounts. White-label plus custom domain mapping (e.g., crm.youragency.com). Dedicated API support. 30% commission.

3.4 Tier Upgrades. Agency may request a tier upgrade at any time. Upgrades are granted based on account standing and client volume history. No downgrade restrictions.

4.1 Accurate Representation. Agency will accurately represent Center21 capabilities to prospective clients. Agency will not make claims about features, performance guarantees, or service levels that exceed the current published specifications.

4.2 Client Relationship. Agency is responsible for the initial client relationship, onboarding support, and first-line inquiries. Company provides the platform, billing infrastructure, and technical support escalation.

4.3 Prohibited Conduct. Agency will not: (a) resell API access independently of Center21 accounts; (b) create fictitious client accounts to inflate commission; (c) interfere with direct client-Company relationships; (d) reverse-engineer, copy, or create derivative products from Center21 technology.

4.4 Compliance. Agency is responsible for compliance with all applicable laws in their jurisdiction, including but not limited to CAN-SPAM, GDPR, CCPA, and TCPA regarding communications sent through Center21 sequences on behalf of their clients.

5.1 Company IP. All Center21 technology, code, APIs, documentation, branding, and trade names remain the exclusive property of Beltech Corp Holdings. This Agreement grants no ownership or license to Company IP beyond the scope of the Agency Program.

5.2 White-Label License. Pro and Enterprise tier Agencies receive a limited, non-exclusive, revocable license to replace Center21 branding with Agency's own branding on client-facing interfaces. This license terminates immediately upon Agreement termination.

5.3 Client Data. Data generated by Agency's clients within Center21 (contacts, sequences, events) is owned by the respective client. Neither Company nor Agency claims ownership of client-generated data. Both parties act as data processors on behalf of the client (data controller).

6.1 Processing. Company processes personal data on behalf of clients in accordance with our Data Processing Agreement (DPA), available at /dpa. Agency agrees to execute the DPA as a sub-processor where applicable.

6.2 Security. Agency will maintain reasonable security measures to protect API keys, webhook secrets, and any client data accessed through the Agency Program. Agency will report any suspected data breach to Company within 24 hours of discovery.

6.3 Data Portability. Upon client request or account termination, Company will provide data export in standard formats (CSV, JSON) within 30 days. Agency will facilitate client data requests promptly.

7.1 By Agency. Agency may terminate this Agreement at any time by written notice. Existing client accounts continue under direct Company management. Earned but unpaid commissions will be paid in the next scheduled payout.

7.2 By Company. Company may terminate this Agreement with 30 days written notice for any reason, or immediately for material breach including but not limited to: fraudulent activity, prohibited conduct (Section 4.3), or failure to maintain account security.

7.3 Effect of Termination. Upon termination: (a) Agency's API key is revoked; (b) white-label branding is removed from all client accounts within 30 days; (c) existing client subscriptions continue uninterrupted under Company management; (d) Agency forfeits future commissions on client accounts provisioned during the Agency relationship; (e) earned and unpaid commissions are paid within 45 days.

7.4 Survival. Sections 5 (Intellectual Property), 6 (Data Protection), 8 (Limitation of Liability), and 9 (Indemnification) survive termination.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID TO AGENCY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL COMPANY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR REVENUE.

Agency agrees to indemnify, defend, and hold harmless Company from and against any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from: (a) Agency's breach of this Agreement; (b) Agency's misrepresentation of Center21 services; (c) Agency's violation of applicable laws; (d) disputes between Agency and Agency's clients unrelated to Center21 platform performance.

10.1 Governing Law. This Agreement is governed by the laws of the State of Illinois, USA, without regard to conflict of law principles.

10.2 Entire Agreement. This Agreement constitutes the entire understanding between the parties regarding the Agency Program and supersedes all prior negotiations, representations, or agreements.

10.3 Amendments. Company may update this Agreement with 30 days notice. Continued participation in the Agency Program after the effective date constitutes acceptance.

10.4 Independent Contractors. Agency and Company are independent contractors. Nothing in this Agreement creates an employment, partnership, or joint venture relationship.

10.5 Assignment. Agency may not assign this Agreement without Company's written consent. Company may assign freely in connection with a merger, acquisition, or sale of assets.