ClosPartner programme terms
Version: 1.0 · Effective date: 4 November 2026
These terms are between Synergy Minds (FZE), Block C VL04-149, Sharjah Research Technology and Innovation Park, Sharjah, United Arab Emirates ("Closentry", "we") and the firm accepted into the Closentry Partner Programme ("Partner", "you"). They apply from the date we confirm your acceptance in writing.
1. The programme
1.1 Partners are ERP implementers, accounting and bookkeeping firms and consultancies that recommend Closentry to their clients and help them set it up.
1.2 We decide who joins. We may decline an application without giving a reason.
1.3 These terms are non-exclusive. We may appoint other partners anywhere, sell directly to anyone, and you may work with other software vendors.
2. Referred clients
2.1 A Referred Client is a business that (a) was not already our customer or in an open sales conversation with us, and (b) is registered to you by one of these, before it first pays for a licence: it buys through your partner link or quotes your partner code, or you register it with us in writing (email is enough) and we confirm.
2.2 A registration lasts 90 days. If the business has not bought a licence by then, it lapses; you may register it again.
2.3 If two partners claim the same client, the first confirmed registration counts. Our decision on attribution, made in good faith on the records we hold, is final.
3. Audit clients and conflicts of interest
3.1 You must not receive commission for a client for which you, or a firm in your network, act as statutory or external auditor, or where receiving it would breach the independence or ethics rules that apply to you (including the IESBA Code and the rules of your regulator). Do not register such clients.
3.2 You must tell each client, before it buys, that you receive a commission from us for recommending Closentry.
4. Commission
4.1 You earn 25% of the net licence fees a Referred Client pays us for Closentry: the first year, every renewal, and added seats and plan upgrades, for as long as the client keeps a paid licence and you remain a partner in good standing.
4.2 Net licence fees means the amounts we actually receive for licences, excluding VAT and other taxes, bank and payment charges, refunds, credits, discounts and fees for services (training, implementation, custom work).
4.3 Commission is not earned on free trials, trial extensions or licences we give free of charge.
4.4 If we refund a fee or a client does not pay, the commission on it is not due; if already paid, we deduct it from your next payments.
4.5 We may change the commission rate for the future with 60 days' written notice. A change does not reduce the rate on licences already paid for.
5. Payment
5.1 Each month we send you a statement of the Referred Clients, the net licence fees received in the previous month and your commission.
5.2 We pay within 30 days of receiving your valid tax invoice, by bank transfer in USD, to the account you give us. Amounts under USD amount carry over to the next month.
5.3 You may query a statement within 60 days of receiving it; after that it is final.
6. What you will do
6.1 Describe Closentry accurately, using our published materials, and make no promises on our behalf about features, prices, results or compliance that our documents do not make.
6.2 Not send unsolicited bulk messages, not bid on "Closentry" or similar terms in paid search, and not register domains, social-media names or companies that include our name.
6.3 Comply with the laws that apply to you, including anti-bribery and data-protection law. Never offer or pay anything of value to a client's employee to influence a purchase.
6.4 Use the client data you receive from us, or share with us, only for the purposes of this programme.
7. What we will do
7.1 License, invoice and support Referred Clients directly under our licence agreement and support policy.
7.2 Give you a demonstration licence for your own staff, for learning and demonstrations, not for client work.
7.3 Provide sales and product materials, trial extension keys where we agree, and a contact for technical questions.
8. Brand
We give you a non-exclusive, revocable right to use the Closentry name and logo only to promote Closentry under these terms, following our brand guidelines. You may describe yourself as a "Closentry Partner" while these terms are in force. Neither party may use the other's name in a way that suggests a closer relationship than this one.
9. Relationship
9.1 You are an independent business. These terms do not create a partnership, joint venture, employment or commercial agency (including under UAE Federal Law No. 3 of 2022 on the Regulation of Commercial Agencies), and must not be registered as one. You have no authority to bind us, to sign contracts or to collect payment for us.
9.2 If you want to resell Closentry (buy licences and sell them on), that needs a separate written reseller agreement.
10. Term and termination
10.1 These terms continue until either party ends them with 30 days' written notice, or at once by notice if the other materially breaches them and does not cure the breach within 14 days of notice.
10.2 We may end your participation at once if you breach section 3 or 6.
10.3 After termination, commission continues on licences paid by Referred Clients during 12 months after the end date, unless we ended the terms under 10.2.
11. Tax
Each party bears its own taxes. Commission is stated excluding VAT. If you are registered for VAT, add VAT to your invoice at the applicable rate; you are responsible for your corporate tax and any other taxes on commission.
12. Confidentiality, liability and law
12.1 Each party keeps the other's non-public information confidential, during these terms and for two years after.
12.2 Neither party is liable to the other for indirect or consequential loss or loss of profit. Our total liability under these terms is limited to the commission paid or payable to you in the 12 months before the claim. Nothing limits liability that cannot be limited by law.
12.3 These terms are governed by the laws of the Emirate of Dubai and the federal laws of the UAE / DIFC / ADGM law, and disputes are resolved by courts / arbitration.
12.4 We may update these terms with 30 days' notice by email; continuing in the programme after that date is acceptance. These terms are the whole agreement about the programme.
Synergy Minds (FZE) · Block C VL04-149, SRTI Park, Sharjah, UAE · partners email