Reseller Program Terms and Conditions
Introduction
Welcome to the MaestroLabs Reseller Program! These Terms and Conditions govern the participation of approved resellers in promoting, referring, purchasing, and/or reselling MaestroLabs products, including MailMaestro and TeamsMaestro. Please read these terms carefully to ensure a smooth and mutually beneficial collaboration.
1. Reseller Registration and Approval
1.1 To become a reseller partner, you must register through our reseller program process and provide accurate information regarding your business, geography, client base, supported platforms, and sales model.
1.2 Each application will be reviewed by Maestro Labs. Approval is at Maestro Labs' sole discretion and may depend on factors such as target market, industry focus, distributor relationships, Microsoft 365 alignment, and the reseller's ability to responsibly support customers.
1.3 Upon approval, Maestro Labs may assign a reseller code, quotation process, purchasing route, or other deal-registration or attribution mechanism, and will confirm the applicable commercial terms in writing.
1.4 Approval into the program does not grant exclusivity, guaranteed margins, minimum territory rights, or any right to act as an agent of Maestro Labs unless expressly agreed in writing
2. Program Scope and Appointment
2.1 Subject to these Terms and any additional written commercial agreement, Maestro Labs grants the reseller a non-exclusive, non-transferable, revocable right to market and resell approved Maestro Labs products to approved customers in approved regions.
2.2 The reseller may operate either (a) as a purchasing reseller, buying licenses on behalf of clients and administering them, or (b) as a referral or client-managed reseller, where clients purchase directly using the reseller's assigned code or other approved attribution method.
2.3 Maestro Labs may work directly with the reseller or alongside distributors and ecosystem partners, including channel distributors or other approved intermediaries, depending on region, currency, customer segment, and deal structure.
2.4 Maestro Labs may add, modify, suspend, or discontinue products, product tiers, channel routes, or regions at any time. The reseller will only market products currently approved by Maestro Labs for the reseller's channel and geography.
3. Commercial Terms and Revenue Share
3.1 Reseller margins, discounts, incentives, and revenue share arrangements are negotiated individually and may vary by geography, customer profile, business model, currency, distributor involvement, and total license volume.
(a) As a general commercial benchmark, opportunities beginning at 50 licenses may qualify for a 15% revenue share or equivalent reseller margin, unless otherwise agreed in writing.
(b) If Maestro Labs offers short, time-limited end-customer promotions, the reseller's negotiated margin will continue to apply only to qualifying transactions and only in accordance with the agreed commercial terms.
(c) Enterprise or custom-branded deployments may be subject to additional requirements, security review, custom commercial terms, and minimum seat commitments. Unless otherwise agreed, enterprise deployments may require a minimum of 25 seats.
3.2 Revenue share, discounts, and payouts are calculated solely on net revenue actually received by Maestro Labs for qualifying sales, excluding taxes, credits, chargebacks, refunds, promotional overages, distributor fees, bad debt, and other amounts not finally retained by Maestro Labs.
3.3 Any customer who cancels, is refunded, or fails to remain in good standing within the first 30 days of the order will not be considered a qualifying reseller-generated customer for commission or payout purposes unless Maestro Labs expressly agrees otherwise in writing.
3.4 No commission, margin, or revenue share is earned on self-dealing, unauthorized discounts, unsupported geographies, non-approved routes to market, or transactions that Maestro Labs determines were not materially influenced by the reseller.
4. Ordering, Licensing, and Customer Management
4.1 The reseller may place orders either directly with Maestro Labs, through an approved distributor, or through a client-managed purchase flow, as confirmed by Maestro Labs for the applicable deal.
4.2 Where the reseller purchases on behalf of customers, the reseller is responsible for ensuring that licenses are assigned only to authorized users and organizations, and that a valid client-domain email address is used where required for license validation and management.
4.3 There is currently no centralized reseller portal covering all customers. Each client account may require separate access using the corresponding client credentials or an admin access arrangement approved by Maestro Labs.
4.4 For TeamsMaestro, license tiers and minimums may differ by product plan. Unless otherwise stated in writing, customers may begin with TeamsMaestro Pro and later upgrade to TeamsMaestro for Teams, and upgrading to a Teams account may require a minimum of 2 licenses.
5. Access to Maestro Labs Products
5.1 Approved resellers may receive complimentary internal access to Maestro Labs products, including MailMaestro Pro and TeamsMaestro Pro, for evaluation, internal enablement, demonstrations, and support readiness.
5.2 Internal access is typically provided for 3 months, with the possibility of extension based on engagement, active opportunities, or other factors determined by Maestro Labs.
5.3 The number of complimentary licenses, the length of access, and any admin or demo rights are granted at Maestro Labs' discretion and may be adjusted, suspended, or revoked at any time.
6. Enablement, Marketing, and Sales Support
6.1 Maestro Labs may provide product materials, enablement sessions, webinars, demonstrations, security information, and occasional co-marketing support to help the reseller present approved Maestro Labs solutions to customers.
6.2 The reseller will use commercially reasonable efforts to understand the products before promoting them and will only make statements regarding features, integrations, security posture, pricing, and roadmap that are accurate and current.
6.3 The reseller may not create or publish misleading, off-brand, unlawful, or unapproved claims regarding Maestro Labs products, including claims regarding product capability, government suitability, security certification, or regulatory compliance that have not been expressly confirmed by Maestro Labs.
6.4 Any use of Maestro Labs trademarks, logos, screenshots, or marketing assets must comply with Maestro Labs brand guidelines and may be revoked at any time.
7. Security, Compliance, and Customer Suitability
7.1 The reseller acknowledges that some customer opportunities may involve elevated security, procurement, or compliance requirements, including public sector or government-adjacent projects. In such cases, Maestro Labs may require additional diligence, product scoping, custom contractual terms, or specific product plans.
7.2 The reseller shall promptly disclose to Maestro Labs any material customer security, data handling, or compliance requirements that could affect product suitability, sales process, onboarding, or commercial commitments.
7.3 The reseller shall comply with all applicable laws, export controls, sanctions rules, anti-bribery laws, privacy obligations, and procurement restrictions in each territory where it markets or supports Maestro Labs products.
8. Referral Tracking and Attribution
8.1 Maestro Labs may use reseller codes, deal registration, manual attribution, approved distributor records, quotation references, or other reasonable methods to determine whether a sale is attributable to the reseller.
8.2 Maestro Labs' determination of attribution, overlap, conflict resolution, and channel credit will be final unless otherwise required by law or expressly agreed in writing.
8.3 The reseller must not attempt to manipulate attribution through misleading discounting, self-referrals, unauthorized code publication, false customer designation, or any fraudulent or deceptive conduct.
9. Payouts and Invoicing
9.1 Qualified reseller payouts, where applicable, will be made monthly or at such other cadence as confirmed in writing by Maestro Labs, provided the applicable minimum payout threshold has been met.
9.2 Unless otherwise agreed, the minimum payout threshold is USD 100.
9.3 Payouts may be processed by bank transfer, Wise, distributor credit note, or other agreed method. Maestro Labs may require invoices, supporting documentation, tax forms, and payout instructions before releasing payment.
9.4 Maestro Labs may offset any overpayment, clawback, refund, disputed amount, or unpaid reseller obligation against future payouts.
10. Confidentiality and Use of Information
10.1 Each Party shall keep confidential all non-public business, product, pricing, technical, security, customer, and commercial information disclosed by the other Party and shall use such information only for the performance of the reseller relationship.
10.2 The reseller shall not disclose non-public product information, pricing terms, customer information, or roadmap details to third parties except as required for a permitted sale and subject to appropriate confidentiality obligations.
10.3 Upon termination or request, each Party shall cease using the other Party's confidential information and, upon request, return or destroy it, except to the extent retention is required by law or reasonable archival practice.
11. Governing Law
11.1 This Agreement shall be governed by and construed in accordance with the laws of Singapore.
11.2 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (SIAC Rules) for the time being in force, which rules are deemed to be incorporated by reference in this clause.
(a) The seat of arbitration shall be in Singapore.
(b) The Tribunal shall consist of one arbitrator, whose appointment shall be agreed by the Parties.
(c) The language of the arbitration shall be English.
(d) The law for the arbitration agreement shall be Singapore law
12. Tax Liability
12.1 The Parties declare that it is their intention that the Reseller Partner shall have the status of a self-employed person acting as an independent contractor and shall not be entitled to any employment, pension, bonus or other fringe benefits from the Company and it is agreed that the Reseller Partner shall be responsible for all income tax liabilities and contributions to the Central Provident Fund or similar contributions in respect of the Fees and the Reseller Partner agrees to indemnify the Company against all demands for any income tax, penalties and interest made against it in respect of the Services hereunder and against its costs of dealing with such demands.
13. Non-Employment
13.1 During the Service Term, the relationship between the reseller and Maestro Labs shall be that between independent contracting parties. No relationship of employment, agency, joint venture, fiduciary duty, or partnership is intended to be created between the Parties or their respective employees or agents.
13.2 For the avoidance of doubt, in providing the Services, the reseller acknowledges and undertakes as follows:
(a) in carrying out the Services, the reseller shall not, under any circumstances except as separately agreed in writing with Maestro Labs, introduce or represent itself or its personnel as an employee, officer, servant, or agent of Maestro Labs;
(b) the reseller shall at all times act lawfully, honestly, and with complete good faith, and do nothing that could harm the reputation of Maestro Labs or any reseller of Maestro Labs; and
(c) the reseller shall at all times comply with all applicable laws and regulations in Singapore and elsewhere.
14. Representations and Warranties
14.1 Each Party represents and warrants to the other Party that:
(a) it has the power to enter into, exercise its rights and perform and comply with its obligations under this Agreement;
(b) its entry into, exercise of its rights and/or performance of or compliance with its obligations under this Agreement do not and will not violate, or exceed any power or restriction granted or imposed by (i) any law, regulation, authorization, directive or order (whether or not having the force of law) to which it is subject, or (ii) any agreement to which it is a party or which is binding on it or its assets.
15. Limitation of Liability
15.1 No Party shall be held liable to the other for loss of profit, loss of anticipated profit or any other indirect or consequential losses suffered by any one Party herein.
15.2 In any event, all exclusions, limitations of liability and indemnities set out in this Agreement shall exclude or limit such liability in contract, tort and otherwise, such as statutory liabilities AND shall further survive the expiry or termination of this Agreement, insofar as it relates to liabilities which arise and indemnities which are invoked as a result of incidents which had incurred prior to the termination of this Agreement.
16. Indemnity
16.1 The Reseller Partner shall indemnify and hold harmless the Company and its employees, officers and agents, against any and all damage, loss, claims, liabilities, expenses, demands or proceedings (including without limitation reasonable expenses of investigation and legal fees and disbursements incurred on a solicitor and client basis in connection with any action, suit or proceeding) arising out of or in connection with:
(a) the provision of the Services by the Reseller Partner;
(b) all acts and omissions by the Reseller Partner in the performance of this Agreement; and
(c) the exercise of the Company’s rights and obligations under the Agreement.
17. Term and Termination
17.1 Either party may terminate the partnership at any time, with or without cause.
(a) either Party may terminate this Agreement by providing not less than one (1) month of prior notice in writing to the other Party;
(b) by the Company immediately upon the occurrence of any of the following events:
(i) the Reseller Partner having been declared bankrupt or its equivalent in Singapore or any other jurisdiction;
(ii) misconduct, fraud or conviction of any serious offence or violation of Laws or regulations in Singapore or elsewhere on the part of the Reseller Partner; or
(iii) the Reseller Partner being prohibited or restricted in terms of the business and commercial activities that he can undertake such that the Reseller Partner is no longer able to fulfil, observe or perform (or continue to fulfil, observe or perform) his/its obligations and undertakings (including but not limited to the Services).
17.2 In case of termination, any outstanding commissions will be paid out in the next payment cycle.
18. General
18.1 Entire Agreement. This Agreement contains the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes and cancels any and all oral and written agreements, representations, arrangements or understanding, whether in writing or not, between the Parties relating to the subject matter hereof.
18.2 No Waiver. The failure of a Party at any time to require observance or performance by the other Party of any of the provisions of this Agreement shall in no way affect such party's right to require such observance of performance at any time thereafter, nor shall any waiver or breach by a party be a waiver of any subsequent breach of such provision. The rights and remedies provided in this Agreement are cumulative and in addition to any rights or remedies otherwise provided by law.
18.3 Severability. If any provision of this Agreement shall be determined to be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of all remaining provisions contained herein shall not in any way be affected or impaired thereby; and the invalid, illegal or unenforceable provisions shall be interpreted and applied to produce the closest legal, economic and commercial result intended by the Parties.
18.4 Cost. For the avoidance of doubt, each Party shall bear its own legal expenses and all other costs and expenses incidental to the preparation of this Agreement.
18.5 Binding Agreement and Non-Assignment. This Agreement shall be binding on and shall enure for the benefit of each party's successors and assigns. Neither party may assign or transfer any of its rights, benefits or obligations under this Agreement without the prior written consent of the other party.
By participating in the Maestro Labs Reseller Program, you agree to these terms and conditions. Maestro Labs reserves the right to modify or terminate the reseller program at any time. Resellers will be notified of any changes in advance.
If you have any questions or concerns, please contact us at hello@maestrolabs.com.
Thank you for being a valued member of the Maestro Labs Reseller Program!