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SFTP.cloud Referral Partner Agreement
Version 1.0, dated 2026-09-25. It binds a Partner from the moment an admin of the Partner accepts it in the Partner Portal, which records the version accepted, by whom and when.
This Referral Partner Agreement (the "Agreement") is between Syncplify Inc. ("Syncplify"), the operator of the SFTP.cloud service, and the legal entity that applied to the SFTP.cloud partner program and accepted this Agreement in the Partner Portal (the "Partner"). It states how the Partner may introduce customers to SFTP.cloud, how the commission on those customers is earned, calculated and paid, and what each party owes the other.
1. Definitions
1.1 The Service means SFTP.cloud, the managed file transfer service Syncplify operates.
1.2 A Customer is a legal entity that holds an SFTP.cloud account with Syncplify under Syncplify's customer terms. Every Customer is a direct customer of Syncplify. The Partner is never the customer of record for any account it introduces.
1.3 A Site is one Customer's instance of the Service. A Customer may hold several.
1.4 The Partner Portal is the web application Syncplify provides to partners, where the Partner applies, accepts this Agreement and the Commission Schedule, manages its users, and reads its ledger, statements, payouts and documents.
1.5 The Referral Code is the code Syncplify issues to the Partner, and any link that prefills it, by which a prospective Customer identifies the Partner at sign up.
1.6 Attribution is Syncplify's record that a Customer was introduced by the Partner, made under clause 4. A Customer is attributed to at most one partner, once.
1.7 The Commission Schedule is the versioned set of figures published in the Partner Portal for referral partners under clause 8: the commission rate, the length of the Commission Window, the attribution lapse period, the maturity period, the payment terms, the minimum payout amounts, the write off floor and the negative balance aging period. The version the Partner has accepted governs the Customers attributed to it while that version was the Partner's accepted version.
1.8 The Commission Window of a Customer is the period, of the length in the Commission Schedule, that opens under clause 5.3 and within which the Customer's payments earn commission.
1.9 The Collected Amount of an invoice is the amount Syncplify actually received for it from the Customer, as reported by Syncplify's payment processor, less any taxes collected with it.
1.10 A Statement is the monthly document Syncplify issues under clause 6 listing the commission that matured, the reversals, the carried balance and the amount payable.
1.11 A Payout is a payment by Syncplify to the Partner of the amount payable under a Statement.
1.12 In Good Standing describes the Partner while this Agreement is in force and the Partner's account in the Partner Portal is active, not suspended under clause 11.3.
2. Appointment and conduct
2.1 Syncplify appoints the Partner, on a non exclusive basis, to introduce prospective Customers to the Service in the territories Syncplify serves under clause 3.2. Syncplify may appoint other partners and may sell directly, anywhere, at any time.
2.2 The Partner is an independent contractor. Nothing in this Agreement creates an agency, partnership, joint venture, franchise or employment relationship. The Partner has no authority to negotiate on Syncplify's behalf, to bind Syncplify, to accept payment for the Service, to vary Syncplify's prices, plans, terms or service levels, or to make any representation or warranty about the Service beyond Syncplify's published materials, and shall not hold itself out as having any such authority.
2.3 The Partner shall describe the Service accurately, using Syncplify's published materials, and shall not make any claim about the Service, its security, its compliance status or its availability that Syncplify has not published.
2.4 The Partner shall not offer any Customer or prospective Customer a rebate, a share of the commission, a gift or any other inducement to sign up through the Partner, unless Syncplify has approved the inducement in writing beforehand.
2.5 The Partner shall not send unsolicited commercial communications to promote the Service in breach of any applicable law, shall not register or use any domain name, social media handle or advertising keyword that contains or is confusingly similar to a Syncplify trademark, and shall not present itself as Syncplify, as part of Syncplify or as Syncplify's exclusive representative.
2.6 Syncplify grants the Partner, for the term of this Agreement, a non exclusive, non transferable, revocable licence to use the SFTP.cloud and Syncplify names and logos solely to identify the Service in the Partner's marketing, in the form Syncplify publishes and subject to Syncplify's brand guidelines. All goodwill accrues to Syncplify.
3. Eligibility, application and Partner users
3.1 The Partner shall be a company or a registered sole trader. Syncplify does not admit private individuals to the program.
3.2 Syncplify serves partners established in the countries listed in the Partner Portal at the time of application. Syncplify may admit a partner from elsewhere by exception, and may change the list for future applications at any time.
3.3 The information the Partner gave in its application (legal and trading names, entity kind, registration number, tax identification number, address, website and contact) is warranted accurate and complete when given. The Partner shall keep it current through the Partner Portal or by notice to Syncplify.
3.4 Admission is at Syncplify's discretion. Before admission, and at intervals afterwards, Syncplify screens the Partner, its owners and its principals against sanctions lists, including the consolidated list maintained by the United States Office of Foreign Assets Control. Syncplify may refuse or end the relationship on the basis of that screening without giving reasons.
3.5 The Partner accesses the Partner Portal only through named user accounts belonging to individuals the Partner authorizes. Each user shall hold their own credentials and a second authentication factor. The Partner shall not share credentials, shall remove users who leave its employment or lose their authorization without delay, and is responsible for every action taken through its users' accounts. The Partner shall notify Syncplify without undue delay, and in any event within twenty four hours, of any suspected compromise of a user account.
3.6 The Partner's users hold one of two roles in the Partner Portal. An administrator may accept this Agreement and the Commission Schedule, manage the Partner's users, read and change the Partner's payout details and read its money and documents. The technical role exists for value added resellers and is not available to a referral partner.
4. Attribution
4.1 A prospective Customer is attributed to the Partner when it enters the Partner's Referral Code on the SFTP.cloud sign up form, or arrives by the Partner's referral link, and completes sign up.
4.2 A Customer that signed up without a code may add the Partner's Referral Code from its own account within fourteen days of sign up, provided no invoice of any of its Sites has yet been paid.
4.3 A Customer is attributed to at most one partner. Once made, an Attribution is not transferred to another partner. Where two partners claim the same Customer, Syncplify decides the Attribution in good faith on its records, and its decision is final.
4.4 No Attribution arises for: an entity that is already a Customer, or that was a Customer within the twelve months before sign up; the Partner itself, its affiliates, its owners, its employees and any entity sharing the Partner's registered email domains; an account Syncplify identifies as created by or for the Partner to generate commission; or an account Syncplify refuses or closes under its customer terms before any invoice is paid.
4.5 An Attribution lapses if no invoice of any Site of the Customer is paid within the attribution lapse period in the Commission Schedule, counted from the Attribution. A lapsed Attribution earns nothing and is not revived.
4.6 Syncplify makes no promise that any prospective Customer will be admitted, will start a trial, will pay, or will remain a Customer. Syncplify may decline, suspend or close any Customer under its customer terms regardless of the Attribution, and no commission is owed on account of such a decision.
5. Commission
5.1 Money received only. Commission is earned only on invoices for the Service that Syncplify has actually collected from an attributed Customer. No commission is earned on a trial, on an account Syncplify provides free of charge or for its own use, on an invoice that is unpaid, or on an amount Syncplify has not received. If Syncplify never receives payment, no commission is ever owed on that invoice.
5.2 The rate. The commission on an eligible invoice is the Collected Amount multiplied by the commission rate of the Commission Schedule version that governs the Attribution, rounded to the cent.
5.3 The Commission Window. A Customer's Commission Window opens at the start of the billing period of the first invoice of any of its Sites that Syncplify collects after the Attribution, and closes when the length in the Commission Schedule has elapsed. Every invoice of every Site of that Customer whose billing period starts inside the Commission Window earns commission when collected, including annual invoices, monthly invoices, upgrades and additional Sites. An invoice whose billing period starts on or after the close of the Commission Window earns nothing, whatever it is for and whenever it is paid. There is one Commission Window per Customer, and it does not reopen.
5.4 Before the Attribution. An invoice collected before the Attribution earns nothing and does not open the Commission Window.
5.5 Standing. Commission accrues only on invoices collected while the Partner is In Good Standing or suspended under clause 11.3. An invoice collected after this Agreement ends earns nothing, even if the Customer's Commission Window is still open.
5.6 Maturity. Commission on an invoice becomes payable only after the maturity period in the Commission Schedule has elapsed since Syncplify collected that invoice, and only if no reversal under clause 5.7 has by then extinguished it. Until it matures the commission is recorded but is not owed.
5.7 Reversals. If Syncplify refunds an invoice in whole or in part, or the Customer's payment is charged back, reversed or otherwise recovered from Syncplify, or the invoice is voided, the commission on that invoice is reversed in the same proportion, whether or not it has matured, been stated or been paid. A chargeback that is opened suspends the commission on that invoice until it is decided; a chargeback Syncplify wins restores it; a chargeback Syncplify loses reverses it.
5.8 Netting and negative balances. Reversals are deducted from the Partner's commission before any Payout. Where reversals exceed the commission available, the resulting negative balance is carried forward and deducted from later Statements. A negative balance that remains after the negative balance aging period in the Commission Schedule, or that stands when this Agreement ends, is forgiven by Syncplify if it does not exceed the write off floor in the Commission Schedule; above that floor the Partner shall repay it within thirty days of Syncplify's invoice.
5.9 Currency. Commission is calculated and paid in United States dollars. Where an invoice was collected in another currency, Syncplify converts the Collected Amount at the rate its payment processor applied and states the result in dollars.
5.10 Records. Syncplify's ledger, as shown in the Partner Portal, is the record of the commission. The Partner may raise a query on a Statement within sixty days of its issue; after that the Statement is final save for a reversal under clause 5.7.
6. Statements, the Partner's invoice and payment
6.1 After the end of each calendar month, Syncplify issues a Statement to the Partner in the Partner Portal and by email, if in that month any commission matured or a balance was carried. A month in which neither occurred produces no Statement.
6.2 The Statement lists each matured commission and each reversal with the Customer's organization name, the Site, the invoice reference, the billing period, the Collected Amount, the rate and the commission; the balance carried in; the resulting balance; the minimum payout applied, if any; and the amount payable. It carries a statement number and identifies the Commission Schedule version applied.
6.3 The Partner shall issue an invoice to Syncplify for the amount payable, quoting the statement number. Syncplify provides a draft invoice with each Statement for the Partner's convenience; the Partner issues the invoice under its own name and its own tax regime, and is responsible for any value added, goods and services, consumption or similar tax on its commission. Syncplify does not pay such a tax in addition to the amount payable unless the law requires the Partner to charge it to Syncplify and the invoice states it separately.
6.4 Syncplify pays the amount payable within the payment terms in the Commission Schedule, counted from the date of the Statement, by bank transfer in United States dollars to the account the Partner has entered in the Partner Portal. The Partner bears any charge levied by its own bank or by an intermediary bank. A payment made to the account on record discharges Syncplify's obligation.
6.5 Where the balance on a Statement is below the minimum payout amount in the Commission Schedule for the Partner's region, nothing is payable under that Statement and the balance is carried forward. The Partner may set a higher minimum for itself in the Partner Portal. In the last calendar month of each year every positive balance is payable regardless of the minimum.
6.6 No Payout is made until the Partner has provided, through the Partner Portal, a valid tax form (a United States Form W-9 for a partner established in the United States, otherwise a Form W-8BEN-E or its successor), a sanctions screening under clause 3.4 is on record and current, and the Partner's payout details are on file. A Statement is issued regardless; the Payout waits until the missing item is supplied. The Partner shall provide a new tax form before the one on file expires and whenever its circumstances change. Syncplify may withhold from any Payout any tax the law requires it to withhold and will provide the corresponding statement of withholding.
6.7 The Partner is responsible for the accuracy of its payout details. Syncplify may hold a Payout while it verifies a change to those details.
6.8 Syncplify keeps the ledger, the Statements and the Payout records for as long as tax and accounting law requires and for the establishment or defence of legal claims, and the Partner agrees that those records are retained after this Agreement ends.
7. The Customer relationship
7.1 Every Customer contracts with Syncplify under Syncplify's customer terms and service level agreement. Syncplify alone invoices the Customer, supports the Customer and decides whether to admit, retain, suspend or close the Customer. Nothing in this Agreement gives the Partner any right in or over a Customer's account, and nothing the Partner does changes a Customer's price, plan, entitlements or trial.
7.2 The Partner has no access to any Customer's account, Sites, users, configuration or data. The Partner Portal shows the Partner, for each attributed Customer, only the Customer's organization name, the date of the Attribution and the state of its Commission Window.
7.3 The Partner shall not represent to any Customer that the Partner provides, operates, secures, supports or is responsible for the Service.
7.4 Syncplify's customer terms permit a Customer to see that it was introduced by the Partner.
8. The Commission Schedule and its versions
8.1 The Commission Schedule is published in the Partner Portal in numbered versions. The Partner accepted the version in force when it accepted this Agreement; that version is reproduced in Exhibit A for convenience, and the copy in the Partner Portal governs.
8.2 Syncplify may publish a new version of the Commission Schedule at any time. A new version binds the Partner only when an administrator of the Partner accepts it in the Partner Portal, and applies only to Customers attributed after that acceptance. A Customer attributed under an earlier version continues to earn under that version for the whole of its Commission Window.
8.3 Syncplify may make the acceptance of the current version a condition of continuing to make new Attributions. Until the Partner accepts, existing Attributions continue to earn under the versions that govern them and Statements and Payouts continue in the ordinary course.
8.4 The acceptance recorded in the Partner Portal (the version, the accepting user, the network address and the time) is conclusive evidence of the Partner's acceptance of that version.
9. Compliance and honest sign ups
9.1 Anti bribery. The Partner shall comply with the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010 and every other anti bribery and anti corruption law that applies to it, and shall not offer, promise, give or authorize anything of value to any person, including any government official, to obtain or retain business or an improper advantage in connection with this Agreement. The Partner shall not pay any part of its commission to any person in breach of this clause.
9.2 Sanctions and export. The Partner warrants that neither it nor any of its owners or principals is a person on a sanctions list of the United States, the European Union, the United Kingdom or the United Nations, or established in a jurisdiction subject to comprehensive sanctions, and shall not introduce to the Service any such person or any use the export laws of the United States prohibit.
9.3 Data protection. The Partner processes the personal data of prospective Customers for its own marketing as an independent controller, in compliance with the data protection law that applies to it, and shall not provide personal data to Syncplify other than what the prospective Customer itself enters on the sign up form. Syncplify processes the Partner's users' personal data to operate the Partner Portal under its privacy notice.
9.4 Honest sign ups. The Partner shall not create, procure or encourage sign ups that are not by genuine businesses for their own use, shall not use the Service's free trial to obtain the Service for itself or its affiliates through introduced accounts, and shall not attempt to circumvent Syncplify's measures that keep its trial honest. Syncplify may treat any sign up it identifies as contrary to this clause as unattributed, reverse any commission on it, and suspend or end this Agreement for cause.
9.5 Syncplify may set, for the Partner, a limit on the number of trials it may generate in a month and may exclude trials from accounts the Partner introduces; the Partner Portal shows the settings in force.
10. Confidentiality
10.1 Each party shall keep confidential the other's non public business, technical and financial information disclosed under this Agreement, including the Statements and the identity of the attributed Customers, shall use it only to perform this Agreement, and shall protect it with at least the care it gives its own confidential information. The obligation does not apply to information that is public through no fault of the receiving party, was lawfully known to it beforehand, is independently developed, or must be disclosed by law, in which case the receiving party gives what notice the law allows. The obligation survives for three years after this Agreement ends, and indefinitely for trade secrets.
11. Term, suspension and termination
11.1 This Agreement takes effect when the Partner accepts it in the Partner Portal and continues until terminated under this section.
11.2 Either party may terminate this Agreement for convenience on thirty days' written notice.
11.3 Syncplify may suspend the Partner's account, with notice stating the reason, while it investigates a suspected breach of this Agreement, a sanctions concern, a suspected compromise of a Partner user account, or a pattern of sign ups contrary to clause 9.4. During a suspension the Partner cannot make new Attributions and no Payout is made; commission continues to accrue and Statements continue to issue, and if the suspension is lifted the withheld Payouts are made in the ordinary course.
11.4 Either party may terminate this Agreement immediately by written notice if the other party commits a material breach that is not remedied within fifteen days of notice, or a breach that cannot be remedied, becomes insolvent, or ceases business. Syncplify may terminate immediately for cause, without a remedy period, on the Partner's breach of clause 2.2, 2.4, 3.5, 9.1, 9.2 or 9.4, or on a sanctions match under clause 3.4.
11.5 Effect of termination. From the effective date: the Referral Code stops working and no new Attribution arises; no commission accrues on any invoice collected afterwards; Statements continue to issue for commission that had matured or had been carried, and, subject to clause 11.6, the amounts payable under them are paid in the ordinary course, with the final balance paid in full regardless of the minimum payout; the licence under clause 2.6 ends and the Partner ceases to use Syncplify's names and marks; and the Partner's users lose access to the Partner Portal except to read Statements, for which Syncplify will provide copies on request for one year.
11.6 Forfeiture on termination for cause. Where Syncplify terminates for cause under clause 11.4, commission that has matured but has not yet appeared on an issued Statement is forfeited, and no further commission is owed. Amounts on Statements already issued remain payable, subject to reversals under clause 5.7 and to Syncplify's right of set off for any loss the cause of termination caused.
11.7 Termination does not affect any Customer. Every Customer's account, billing, Sites and users continue with Syncplify unchanged.
11.8 Clauses 5.7, 5.8, 5.10, 6.8, 7, 10, 11.5 to 11.8, 12, 13 and 14 survive termination.
12. Data, security and records
12.1 Syncplify holds, about the Partner: the application information, the Partner's users and their sign in material, the accepted versions of this Agreement and the Commission Schedule, the tax forms, the payout details, the sanctions screening records, the ledger, the Statements, the Payouts, and a record of activity in the Partner Portal. Payout details are encrypted at rest and are shown in the Partner Portal only in redacted form.
12.2 After this Agreement ends Syncplify retains the ledger, Statements, Payout records, tax forms and screening records for as long as tax, accounting and sanctions law requires, and retains the record of activity as tamper evident business records. Syncplify deletes the Partner's users' sign in material within a reasonable time after termination and the payout details once the final Payout is made and the period in which it could be reversed has passed.
12.3 Syncplify records the actions taken in the Partner Portal, including acceptances, changes to payout details, uploads of tax forms and changes to the Partner's users, and may rely on that record.
13. Warranties, liability and indemnity
13.1 Each party warrants that it has the power to enter into this Agreement and that doing so does not breach any obligation it owes to another.
13.2 The Service is provided to Customers under Syncplify's customer terms, and nothing in this Agreement is a warranty to the Partner about the Service, its availability or its fitness for any purpose. Except as this Agreement expressly states, Syncplify disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose and non infringement.
13.3 Neither party is liable to the other under or in connection with this Agreement for any indirect, incidental, special, consequential or punitive loss, or for any loss of profit, revenue, business or goodwill, however arising. Syncplify's total liability to the Partner under or in connection with this Agreement, in contract, tort or otherwise, does not exceed the commission paid to the Partner in the twelve months before the event giving rise to the claim. Nothing in this clause limits liability that cannot be limited by law, or the Partner's liability under clause 13.4.
13.4 The Partner shall indemnify Syncplify against every loss, liability, cost and expense, including reasonable legal fees, arising from a claim by a third party caused by the Partner's breach of clause 2, 3.5, 9 or 10, or by any representation the Partner made about the Service that Syncplify had not published.
14. General
14.1 Notices. Notices to the Partner are given in the Partner Portal and by email to the Partner's administrators; notices to Syncplify are given by email to the address stated in the Partner Portal, with a copy by post to Syncplify's registered address for a notice of breach or termination.
14.2 Assignment. The Partner shall not assign or transfer this Agreement or any right under it, including the right to a Payout, without Syncplify's prior written consent. Syncplify may assign this Agreement to an affiliate or to a successor to the Service on notice.
14.3 Amendment. Syncplify may amend this Agreement by publishing a new version in the Partner Portal; the amendment binds the Partner when an administrator accepts it there, and clause 8 governs changes to the Commission Schedule. No other amendment is effective unless in writing and signed by both parties.
14.4 Entire agreement. This Agreement, the Commission Schedule version the Partner has accepted and Syncplify's brand guidelines are the entire agreement between the parties about its subject matter and supersede every earlier discussion and document. Neither party relies on any statement not set out in them.
14.5 Severability and waiver. If any provision is held unenforceable it is modified to the minimum extent needed and the rest stands. A failure to enforce a provision is not a waiver of it.
14.6 Governing law and disputes. This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules. The state and federal courts located in Santa Clara County, California have exclusive jurisdiction over any dispute arising from it, save that either party may seek injunctive relief in any competent court to protect its confidential information or intellectual property.
14.7 Language and counterparts. This Agreement is made in English. Acceptance in the Partner Portal has the same effect as a signed original.
Exhibit A: Commission Schedule for referral partners, as accepted
The version of the Commission Schedule the Partner accepted in the Partner Portal governs. The figures below are those published with version 1.0 of this Agreement, reproduced for convenience.
| Figure | Value |
|---|---|
| Commission rate | 15 percent of the Collected Amount |
| Commission Window | 12 months from the start of the first collected invoice's billing period |
| Attribution lapse | 6 months without a collected invoice |
| Maturity before payout | 60 days after collection |
| Payment terms | 30 days from the Statement |
| Minimum payout, partner established in the United States | 100 United States dollars |
| Minimum payout, partner established elsewhere | 250 United States dollars |
| Annual sweep | every positive balance paid in December regardless of the minimum |
| Write off floor for a negative balance | 250 United States dollars |
| Negative balance aging | 12 months |
| Currency | United States dollars, by bank transfer |