Kudaro Independent Reseller Agreement

Version 1.3.0

This file is one immutable version of the Kudaro Independent Reseller Agreement. It is never edited after it has been published. Any change at all — a corrected word, a new clause, a lawyer's final language — is a new file with a new version number and a new published record. Section 10 describes what happens to you when that occurs.

The date this version became binding is recorded when it is published and is not written into this file, so that the file's contents are the same bytes on the day it is published and on the day somebody asks what it said.

What changed from version 1.2.0: section 5 changes the period your commission bracket is measured over. It was a calendar month; it is now a month measured from your own first sale. No percentage, no earning threshold and no holding number has changed, and nothing you have already signed is re-rated.

This change can only help you. Under a calendar month, a Reseller who started on the 20th had eleven days to reach a threshold, and the sensible move was to stop selling until the 1st — the rule paid you to wait. Measuring from your own first sale gives every Reseller the same full month, whenever they start.

1. The parties, and what this agreement covers

This agreement is between Kudaro ("Kudaro", "we", "us") and you, the person accepting it (the "Reseller", "you").

It covers one thing: selling Kudaro subscriptions to independent businesses, in person, as an independent contractor, and being paid a commission for doing so.

Accepting this agreement does not create an employment relationship, a partnership, a joint venture, a franchise, or an exclusive arrangement of any kind. It does not entitle you to a minimum income, a quantity of work, or a period of time.

2. You are an independent contractor

You choose when you work, where you work, how many businesses you approach, and how you approach them. You supply your own transport, your own phone, and your own time. Kudaro sets no schedule, assigns no route, and supervises no visit.

You are responsible for your own taxes on anything Kudaro pays you. Kudaro withholds nothing and does not provide employment benefits, insurance, or reimbursement of expenses.

You may not enter into any agreement, make any commitment, incur any obligation, or accept any money on Kudaro's behalf. You are not an agent of Kudaro and may not describe yourself as one.

3. What you sell, and what you may charge

You sell a subscription to Kudaro's tap-to-review service, together with the physical counter placard the service runs on.

Kudaro publishes a minimum price for each plan and each billing interval. You may sell at any price at or above that minimum. You may not sell below it: the minimum is enforced by Kudaro's own systems at the moment of sale and a sale below it is refused outright, not adjusted.

The business pays Kudaro. You never collect money from a business, never handle a card, and never accept cash, cheques, or transfers on Kudaro's behalf. A business that hands you money has not paid for anything.

Some plans exist in the product before the features they name are available to sell. If Kudaro's systems refuse a plan at the moment of sale, that plan is not sellable and no representation may be made about when it will be.

4. Prohibited claims

The following claims are prohibited without exception. They are prohibited whether spoken, written, texted, printed, implied, or repeated from somebody else. This section is the whole of what Kudaro asks of you in exchange for letting you sell without any vetting step, and a breach of it is grounds for immediate deactivation under section 6.

• You must not offer, describe, imply, or hint at review filtering or review gating of any kind, including any arrangement in which a customer's answer to a question decides whether they are sent to a public review page.
• You must not state or imply that Kudaro filters, suppresses, hides, screens, intercepts, delays, or removes negative reviews. Kudaro does none of those things and no configuration of the product does them.
• You must not promise, guarantee, estimate, project, or quote a number of reviews, a star rating, an improvement in a rating, a search ranking, an improvement in a ranking, an amount of traffic, or an amount of revenue.
• You must not state or imply that Kudaro is affiliated with, endorsed by, certified by, partnered with, sponsored by, or acting on behalf of Google, Apple, or any other platform, review site, or map provider.
• You must not promise a territory, an exclusive area, a protected postcode, an assigned account, a guaranteed lead, a referral, or a buyback of anything you have bought. Kudaro provides none of these and will not provide them.
• You must not promise that a business will be credited, attributed, or traceable to you through anything printed on the placard, including the tag described in section 7.
• You must not describe yourself as an employee, agent, or representative of Kudaro, or use a title that suggests you are one.
• You must not misstate the price, the billing interval, the cancellation terms, or what happens to the placard if the business stops paying.

If a business asks you something and you do not know the answer, the correct answer is that you do not know and will find out. An invented answer is a prohibited claim.

5. Commission: the brackets, the lock, and when it is earned

Your commission rate is set by your own sales activity, one month at a time — and your month starts on the day of your first sale. If your first sale is on the 14th, your months run from the 14th to the 13th, every month, for as long as you are a Reseller. It is your own month and nobody else's; it does not reset on the 1st.

If your first sale falls on a day the next month does not have — the 31st, say — that month ends on its own last day, and the month after returns to the 31st. Your day never drifts.

There are three brackets:

You are responsible for the payment processor's fees, which are deducted from your share. Any one-time setup fee you charge under section 3 is credited to your share at every bracket before those fees are deducted and is not part of this schedule.

The month decides, and then the rate is locked. Every business you sign in one of your months is assigned the bracket you finish that month in — reaching a bracket's earning threshold during a month applies it to everything signed in that month. From then on, that business pays commission at that rate for as long as it remains subscribed, permanently. Kudaro never re-rates a signed business, in either direction: not when your bracket rises, not when it falls, and not when this schedule changes. Businesses signed under an earlier version of this agreement keep the rate they were signed at, under this same rule.

Holding a bracket costs less than earning it. A month in which you sign at least the "kept by" number above holds your bracket. The first month in a calendar quarter in which you do not is forgiven automatically. Because your months start on your own day, one of them can begin in one calendar quarter and end in the next; a month belongs to the quarter it STARTS in. Your months are exactly one calendar month apart, so every quarter contains exactly three of them and this forgiveness is available once in each. Any further such month in that quarter moves you down one bracket, from which further months move you down again, and never below Starter. Moving down never changes the rate of anything you have already signed.

Regaining a bracket costs what it cost the first time. After moving down, you return to a bracket by reaching its earning threshold in a month — not its holding number.

Kudaro may lower an earning or holding threshold, which applies to everyone at once and is announced. Kudaro will not raise a threshold except by publishing a new version of this agreement under section 10.

Commission is earned per invoice, and it is earned only if you are in Active standing at the moment that invoice is created. It is not earned on a signature, on a subscription, or on a business. It is earned one invoice at a time, at the signed business's locked rate, for as long as you are in Active standing each time one is created.

Active standing at the moment of invoice creation is a condition of earning that invoice's commission. If your standing has changed before an invoice is created, no commission arises on that invoice. Invoices created while you were in Active standing are unaffected by anything that happens afterwards, except as stated in the next paragraph.

Commission that has already been earned and is awaiting payout is forfeited only on confirmed fraud. Nothing else — inactivity, an unresolved complaint, a disagreement, or the end of this agreement — takes an already-earned amount away from you.

Commission is paid by the payout method Kudaro supports at the time, and every payout is recorded in a ledger you can see. Payouts are deliberately not immediate: an amount is held for a period after the business's payment so that a refund or a chargeback arriving in that period can be recovered from it. Kudaro does not promise a payout date, and any surface that shows you your commission will show you its state and its age rather than a date.

If a business's payment is refunded, disputed, or charged back, the commission on that payment is reversed to the extent it can be recovered. If it cannot be recovered in full, the shortfall is recorded and set against future commission.

6. Standing, suspension, and deactivation

You are in one of three states.

• Active. You may sell, and you earn commission on every invoice created while you are here.
• Suspended. You may not make new sales. Your existing businesses keep working, keep being invoiced, and you keep earning each one's locked rate on those invoices. A suspension follows a single unsubstantiated complaint and clears by itself if no second complaint arrives.
• Deactivated. You may not make new sales, and you stop earning commission on invoices created after the deactivation. Deactivation follows confirmed fraud or two substantiated complaints.

Kudaro may also move you out of Active standing for a long period with no sales.

Deactivation never stops billing for a business you signed. They did nothing wrong, the placard is the product they paid for, and it keeps working exactly as it did.

Your book is never reassigned to another reseller. No other person inherits your businesses, services them, or earns commission on them. Kudaro will not reassign a book under any circumstances, including at your request.

Kudaro decides standing. There is no appeal process in this version of this agreement, and Kudaro is not required to disclose the contents of a complaint or the identity of a complainant.

7. The placard, and the "Powered by Kudaro" tag

Each placard carries a permanently written web address that Kudaro owns and controls. It cannot be rewritten, re-pointed, or re-issued after it is programmed. Where a tap or a scan of that address sends a customer is a decision Kudaro's servers make at the moment of the tap.

Placards also carry a small "Powered by Kudaro" tag with a web address printed on it. That address is identical on every placard in a print run. It carries no reseller identifier, no code, and no parameter of any kind, so nothing that happens through it can be attributed to you, and nothing about it may be promised to a business or to anyone else (section 4).

A placard that is damaged, lost, or mis-scanned cannot be recovered or reprogrammed. It is simply gone.

8. The businesses you sign

The business's subscription, customer record, and payment method belong to Kudaro's own payment account. They are not yours, they do not transfer with you, and they are not an asset you own or may sell.

You must record the business owner's own email address, and you must not substitute your own, a shared address, or an address you control. If a payment later fails, the automated email to that address is the only way anybody reaches the owner, and an address that is not theirs means the business loses its service without ever being told why.

You must not sign a business you own, control, or are employed by, and you must not sign the same business twice. A business that cancels and later returns is the same business: it keeps its original locked rate and its return is not a new signing for section 5's thresholds.

9. Term and termination

This agreement starts when you accept it and continues until either you or Kudaro ends it. Either of us may end it at any time, for any reason or none, with no notice period.

Ending this agreement does not undo commission already earned under section 5, and does not release you from section 4 in respect of anything you said while it was in force.

10. Changes to this agreement

Kudaro never edits a published version of this agreement. A change is published as a new version, as a new file, with a new version number.

When a new version becomes binding, your acceptance of this one stops counting. You will be asked to accept the new version, and Kudaro's payment-account onboarding is refused until you do. That is automatic and applies to every reseller at once.

Kudaro keeps a record of which version you accepted, when, and what the acceptance control said at the time you accepted it.