1. Parties
These Partner Programme Terms ("Terms") form a binding agreement between MyShop Enterprises Pty Ltd (ABN to be confirmed), trading as Fountainhead Consulting ("Fountainhead", "we", "us"), and the agency entity named in the partner application ("Partner", "you").
2. Programme Overview
The Fountainhead Partner Programme enables marketing and digital agencies to offer custom software, AI solutions, and operational platforms to their clients. Fountainhead designs, builds, and deploys these solutions under the Partner's brand. The Partner owns the client relationship.
Two deployment models are available: bolt-on (a single solution deployed across the Partner's client book) and custom build (bespoke solutions scoped per client).
3. Partner Tiers
3.1 Pilot Partner
- Duration: 90 days
- Scope: one platform deployment to one of the Partner's clients
- Pricing: fixed project fee, quoted per engagement
- No ongoing commitment. Either party may exit after 90 days.
3.2 Partner
- Duration: 12-month agreement, renewable
- Minimum commitment: 3 deployments per year
- Pricing: monthly retainer plus per-deployment fees. Retainer credited against deployments.
- Includes deal registration protection and co-branded collateral
3.3 White-Label Partner
- Duration: 24-month agreement
- Minimum commitment: 8 deployments per year
- Includes all Partner tier benefits plus dedicated build capacity and priority roadmap input
- Geographic or vertical exclusivity available
4. Pricing and Payment
- Specific pricing is agreed between the parties during onboarding and documented in a separate Schedule of Fees.
- The Partner sets their own pricing to end-clients. Fountainhead's fee is wholesale; the margin between Fountainhead's fee and the Partner's client price belongs to the Partner.
- Invoices are issued on completion of each deployment milestone or monthly for retainer arrangements.
- Payment terms: 14 days from date of invoice unless otherwise agreed in writing.
- All amounts are in Australian dollars and exclusive of GST unless stated otherwise.
5. Intellectual Property
- Fountainhead retains ownership of all platform code, frameworks, libraries, and reusable components ("Platform IP").
- The Partner receives a non-exclusive, non-transferable licence to use deployed solutions for the duration of the partnership.
- Client-specific content, data, and branding remain the property of the end-client.
- Custom code written exclusively for a Partner's client is assigned to the Partner upon full payment, excluding any Platform IP incorporated within it.
- Neither party may reverse-engineer, decompile, or extract the other party's proprietary technology.
6. Deal Registration and Conflict Resolution
- Partners at Tier 2 and above may register prospective clients. Registered deals are protected for 180 days from registration.
- If a business approaches Fountainhead directly and is already a registered client of a Partner, Fountainhead will route the lead to the Partner.
- Unregistered prospects may be engaged by Fountainhead directly or routed to the most appropriate Partner.
- Vertical or geographic exclusivity is available at Tier 3 only and documented in a separate exclusivity addendum.
7. Confidentiality
Each party agrees to keep confidential all non-public information received from the other party, including pricing, client lists, technical documentation, and business strategies. This obligation survives termination of the partnership for a period of 2 years.
8. Data and Privacy
- Both parties comply with the Australian Privacy Act 1988 and the Australian Privacy Principles.
- End-client data processed by Fountainhead on behalf of the Partner is handled in accordance with a Data Processing Addendum, available on request.
- Fountainhead stores data on infrastructure hosted within reputable cloud providers (currently Vercel and Supabase). Data may be processed in data centres outside Australia; the Partner will be notified of any material change.
9. White-Labelling
All solutions deployed to end-clients are branded as the Partner's own unless the Partner and Fountainhead agree otherwise. Fountainhead will not contact the Partner's end-clients directly without the Partner's prior written consent.
10. Warranties and Liability
- Fountainhead warrants that deployed solutions will materially conform to the agreed scope for a period of 30 days from deployment ("Warranty Period"). Defects reported within the Warranty Period will be rectified at no additional cost.
- Beyond the Warranty Period, ongoing support and maintenance are available under a separate support agreement or on a time-and-materials basis.
- To the maximum extent permitted by law, Fountainhead's total liability under these Terms is limited to the fees paid by the Partner in the 12 months preceding the claim.
- Neither party is liable for indirect, consequential, or incidental damages, including lost profits or lost data.
11. Term and Termination
- The initial term depends on the Partner Tier (90 days, 12 months, or 24 months).
- Either party may terminate with 30 days' written notice if the other party materially breaches these Terms and fails to remedy the breach within 14 days of receiving notice.
- On termination, the Partner's licence to use Platform IP ceases. Solutions already deployed to end-clients will continue to operate for a transition period of 90 days, during which the Partner may arrange alternative hosting or support.
- Termination does not affect any rights or obligations that have accrued before the termination date, including payment obligations.
12. Founding Partner Programme
Fountainhead is currently onboarding a limited number of founding partners. Founding partners receive preferential terms including reduced pricing, direct input into programme development, and priority access to new platform capabilities. Founding partner terms are documented in a separate Founding Partner Addendum and take precedence over these general Terms where they conflict.
13. General
- These Terms are governed by the laws of Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Victoria.
- These Terms, together with any Schedules and Addenda, constitute the entire agreement between the parties on this subject matter.
- Amendments to these Terms must be agreed in writing by both parties.
- If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force.
- Neither party may assign its rights under these Terms without the other party's written consent.