WHITE LABEL
AGREEMENT

This White Label Partnership Agreement ('Agreement') establishes the terms and conditions under which EnSpirit Technologies ('Provider', 'we', 'us') will provide white-label technology services to Partner Agencies ('Partner', 'you', 'your') in the United Kingdom.

EnSpirit Technologies operates a selective white-label partnership program, maintaining a maximum of 14 active partnerships at any given time to ensure quality, attention, and dedicated support for each partner.

This Agreement governs the relationship between EnSpirit Technologies and Partner Agencies, outlining the framework for service delivery, branding, quality standards, and mutual obligations.

By entering into this Agreement, both parties commit to maintaining the highest standards of service delivery, client satisfaction, and professional conduct.

EnSpirit Technologies maintains a selective partnership model with the following characteristics:

• Maximum Partnership Capacity: EnSpirit Technologies will maintain no more than 14 active white-label partnerships at any time.

• Geographic Focus: This Agreement is specifically designed for UK-based agencies seeking white-label technology services.

• Selective Admission: Partnership applications are subject to review and approval. Not all applicants will be accepted.

• Non-Exclusive Territory: Partners do not receive exclusive territorial rights. Multiple partners may serve clients in the same geographic areas.

• Service Exclusivity: During the term of this Agreement, EnSpirit Technologies agrees not to provide white-label services to direct competitors of the Partner without prior written consent.

• Partnership Tiers: Services are provided according to agreed partnership tiers (Starter, Growth, Enterprise), each with specific service levels, response times, and included features.

EnSpirit Technologies will provide the following white-label services under the Partner's brand:

• Web Development: Custom website design and development, e-commerce solutions, and web applications delivered under Partner branding.

• Mobile App Development: Native and cross-platform mobile application development for iOS and Android platforms.

• Software Development: Custom software solutions, enterprise applications, and system integrations.

• Technical Support: Ongoing technical support, maintenance, and updates for delivered solutions.

• Project Management: Dedicated project management and communication throughout the development lifecycle.

• Quality Assurance: Comprehensive testing, quality assurance, and quality control processes.

All services will be delivered in a manner that allows the Partner to present them as their own work, with no visible indication of EnSpirit Technologies' involvement to end clients.

White Label Branding:

• All deliverables, communications, and client-facing materials will be presented under the Partner's brand identity.

• EnSpirit Technologies will not be identified as the service provider in any client-facing communications unless explicitly agreed in writing.

• Partner is responsible for providing brand guidelines, logos, and any required brand assets for implementation.

• All code, documentation, and deliverables will be branded according to Partner specifications.

Internal Identification:

• EnSpirit Technologies may maintain internal records and project documentation identifying the work as provided under this white-label arrangement.

• Partner acknowledges that EnSpirit Technologies may reference the partnership in marketing materials (with Partner approval) and case studies (anonymized or with explicit consent).

Portfolio and Case Studies:

• EnSpirit Technologies may request permission to feature completed projects in our portfolio, with appropriate attribution or anonymization as agreed.

EnSpirit Technologies commits to maintaining the following quality standards:

• Code Quality: All code will be written following industry best practices, with proper documentation, version control, and maintainability standards.

• Design Standards: All design work will meet modern web standards, be responsive, accessible, and aligned with current best practices.

• Testing: Comprehensive testing including functional, performance, security, and cross-browser/device compatibility testing.

• Delivery Standards: All deliverables will be production-ready, properly documented, and include necessary handover materials.

Service Level Agreements (SLAs):

• Response Times: Response times vary by partnership tier, typically ranging from 4-24 hours for support requests.

• Project Timelines: Project timelines will be agreed upon in individual project proposals and statements of work.

• Quality Assurance: All work undergoes internal QA review before delivery to Partner.

• Revision Policy: Revisions are included as specified in individual project agreements, with additional revisions available at standard rates.

Dedicated Project Management:

• Each partnership is assigned a dedicated account manager who serves as the primary point of contact.

• Project-specific teams are assigned based on project requirements and complexity.

• Regular status updates and progress reports are provided according to agreed communication schedules.

Communication Channels:

• Primary communication occurs through agreed channels (email, project management tools, or communication platforms).

• Response times are defined by partnership tier and project urgency.

• Escalation procedures are established for urgent issues or concerns.

Client Interaction:

• EnSpirit Technologies will interact with end clients only as directed by the Partner and under the Partner's brand identity.

• All client communications are coordinated through the Partner unless otherwise agreed.

• Partner is responsible for managing client relationships, expectations, and approvals.

Custom Development Projects:

• Upon full payment, all intellectual property rights in custom-developed solutions transfer to the Partner (or end client as directed by Partner).

• EnSpirit Technologies retains rights to general methodologies, frameworks, reusable components, and pre-existing code libraries.

• Partner grants EnSpirit Technologies a limited license to use anonymized project examples in portfolio and marketing materials (with approval).

Pre-Existing Materials:

• EnSpirit Technologies retains all rights to pre-existing tools, frameworks, templates, and methodologies used in project delivery.

• Open-source components are used in accordance with their respective licenses.

Third-Party Materials:

• Partner is responsible for ensuring proper licensing for any third-party materials, fonts, images, or content provided for use in projects.

• EnSpirit Technologies will use only properly licensed third-party materials and will inform Partner of any licensing requirements.

Both parties agree to maintain strict confidentiality regarding:

• Client information, business strategies, and proprietary data shared during the partnership.

• Technical specifications, methodologies, and internal processes.

• Financial terms, pricing structures, and commercial arrangements.

• Any information marked as confidential or that would reasonably be considered confidential.

Confidentiality Obligations:

• Confidentiality obligations survive termination of this Agreement.

• Information may be disclosed only to employees, contractors, or advisors who need to know and are bound by similar confidentiality obligations.

• Disclosure may be required by law, court order, or regulatory requirement, in which case reasonable notice will be provided when possible.

Non-Compete:

• During the term of this Agreement and for 12 months thereafter, EnSpirit Technologies agrees not to directly solicit or work with Partner's clients without Partner's written consent.

Pricing Structure:

• Pricing is determined by partnership tier, project scope, and complexity.

• Detailed pricing is provided in individual project proposals and statements of work.

• Partnership tiers include different service levels, response times, and included features.

Payment Terms:

• Payment schedules are specified in individual project agreements, typically including milestone-based payments.

• Invoices are issued according to agreed payment schedules.

• Standard payment terms are net 15 days from invoice date, unless otherwise agreed.

• Late payments may incur interest charges and may result in suspension of services.

Billing to End Clients:

• Partner is responsible for all billing and payment collection from end clients.

• EnSpirit Technologies invoices the Partner, not end clients.

• Partner sets their own pricing and markup for end clients.

Additional Services:

• Services beyond the scope of agreed projects are billed at standard rates or as specified in change orders.

Partner agrees to:

• Provide accurate project requirements, specifications, and client information in a timely manner.

• Obtain necessary approvals, content, assets, and feedback from end clients within agreed timeframes.

• Make payments according to agreed payment schedules.

• Maintain professional standards in client relationships and service delivery.

• Not engage EnSpirit Technologies in any illegal, unethical, or fraudulent activities.

• Provide reasonable access to end clients when necessary for project delivery (coordinated through Partner).

• Respect intellectual property rights and ensure proper licensing for materials provided.

• Maintain confidentiality of EnSpirit Technologies' proprietary information and methodologies.

• Use services only for legitimate business purposes and in accordance with this Agreement.

EnSpirit Technologies will provide regular reporting on:

• Project status and progress for active projects.

• Service delivery metrics, including response times, resolution times, and quality metrics.

• Partnership performance summary (quarterly or as agreed).

Key Performance Indicators (KPIs):

• KPIs are established based on partnership tier and may include:

- Project delivery on-time rate

- Client satisfaction scores

- Code quality metrics

- Support response and resolution times

• Performance reviews are conducted regularly to ensure standards are met and identify improvement opportunities.

Continuous Improvement:

• Both parties commit to continuous improvement and will work together to enhance service delivery and partnership effectiveness.

Termination by Either Party:

• Either party may terminate this Agreement with 90 days' written notice.

• Termination does not affect obligations for projects already in progress, which will be completed according to existing agreements.

Termination for Cause:

• Either party may terminate immediately for material breach, including:

- Non-payment of fees

- Breach of confidentiality

- Illegal or unethical conduct

- Failure to meet quality standards (after reasonable notice and opportunity to cure)

Effect of Termination:

• Upon termination, both parties will complete work in progress and fulfill existing obligations.

• Confidentiality and non-compete obligations survive termination.

• Intellectual property rights transfer as specified in individual project agreements.

• Partner may request project handover materials and documentation for completed projects.

Limitation of Liability:

• EnSpirit Technologies' total liability for any claims shall not exceed the total fees paid by Partner in the 12 months preceding the claim.

• We are not liable for indirect, consequential, or special damages, including lost profits or business opportunities.

• Liability for third-party claims is limited to the extent of our insurance coverage.

Indemnification:

• Partner agrees to indemnify EnSpirit Technologies against claims arising from:

- Partner's breach of this Agreement

- Partner's use of deliverables in violation of law or third-party rights

- Partner's representations to end clients

- Content or materials provided by Partner

• EnSpirit Technologies agrees to indemnify Partner against claims that deliverables infringe third-party intellectual property rights (subject to limitations).

Good Faith Negotiation:

• Both parties commit to resolving disputes through good faith negotiation.

• Disputes should first be escalated to senior management of both parties for resolution.

Mediation:

• If negotiation fails, disputes will be referred to mediation by a mutually agreed mediator.

• Mediation costs will be shared equally unless otherwise agreed.

Jurisdiction and Law:

• This Agreement is governed by the laws of England and Wales.

• Any disputes not resolved through negotiation or mediation shall be subject to the exclusive jurisdiction of the courts of England and Wales.

• Both parties waive any right to trial by jury.

Entire Agreement:

• This Agreement, together with individual project agreements, constitutes the entire agreement between the parties.

• Modifications must be in writing and signed by both parties.

Assignment:

• Neither party may assign this Agreement without the other's prior written consent, except to an affiliate or in connection with a merger or acquisition.

Force Majeure:

• Neither party is liable for delays or failures due to circumstances beyond reasonable control, including natural disasters, war, pandemics, or government actions.

Severability:

• If any provision is found unenforceable, it will be modified to the minimum extent necessary, and the remainder of the Agreement will remain in effect.

Notices:

• Notices must be in writing and delivered to the addresses specified in this Agreement or as updated in writing.

For questions about this White Label Agreement or partnership inquiries, please contact:

EnSpirit Technologies

Email: support@enspirittech.co.uk

Phone: +44 7968533918

Partnership Application:

• Partnership applications are reviewed on a selective basis.

• Not all applicants will be accepted into the program.

• Accepted partners will receive a customized agreement based on their partnership tier and specific requirements.

We are committed to building long-term, mutually beneficial partnerships with UK agencies that share our commitment to quality and excellence.