Professional Partners Agreement

Partnership Prerequisites

Prior to being accepted to the Program, the Partner must:

• Have at least one staff member commit to completing PRENGUIN Professional certification within 30 days.
• Allocate at least one Principal to complete Method Review and Approval for the Automated Design Certification service.
• Set up their PRENGUIN Professional Partner subscription, including entering payment information to establish their Billing Account (collectively, the "Partnership Prerequisites").

PRENGUIN will determine your acceptance into the Program upon completion of the above prerequisites. PRENGUIN reserves the right to accept or decline any organisation or individual as a Partner, even if prerequisites are met, should PRENGUIN assess that you may not meet ongoing requirements.

Program Benefits

Once the Professional Partner subscription has been granted, and until the subscription is terminated, the Partner will receive access to the applicable benefits of the Program, including:

• Subscriptions to PRENGUIN for all company users at the Professional Partner subscription level
• Provision of Automated Design Certification services (Design Certification) for all methods approved under the Method Review and Approval process, and payment of Design Certification Fees for each certification created
• Listed as a provider of Bespoke Design and Inspection services in-app and on our directory website
• A PRENGUIN Professional Partner badge to use on marketing materials

Ongoing Obligations

To maintain status as a Partner, the Partner agrees to:

• Actively promote the PRENGUIN platform to existing and potential clients consistent with your professional and ethical obligations
• Ensure that at least one staff member is up to date with PRENGUIN professional certification at all times
• Act professionally and within the relevant professional Code of Ethics
• Deliver Design Certification services in a timely and professional manner, consistent with industry standards
• Act in good faith in the offering and use of PRENGUIN platform
• Not using or registering PRENGUIN or Constratum Ltd as part of your trade marks, company names, business names or domain names without explicit written permission.

Fee Structure and Payment Terms for Automated Design Certification

• The Partner will be paid a set fee per Design Certification delivered, as agreed upon in writing by both parties.
• Invoices will be issued monthly by the Partner to Constratum Ltd, payable within 30 days of receipt.
• All payments will be made in the currency agreed upon by both parties.
• Failure to deliver Design Certification in accordance with the terms of this agreement may result in a reduction or withholding of fees.

Compliance and Regulatory Requirements

• The Partner agrees to comply with all applicable laws, regulations, and industry standards in the delivery of Design Certification.
• The Partner will obtain and maintain all necessary licences, certifications and insurances required to provide Design Certification under this agreement.
• The Partner agrees to provide evidence of such compliance upon request by Constratum Ltd.

Duration of the Agreement

This Partners Agreement is effective immediately upon both parties signing and will remain in force until:

• It is superseded by an updated agreement published by PRENGUIN and communicated to the Partner via email, at the email address on record.
• The Agreement is terminated by either party for any reason by providing one month's notice in writing to the other party.
• The Agreement is terminated by either party, with immediate effect upon written notice being provided to the other party, for that other party's material breach of any of the terms of this Agreement.

If this Agreement is terminated for any reason, the Partner will no longer be able to participate in, or receive the benefits of, the Program.

Intellectual Property

PRENGUIN retains all ownership and intellectual property rights in the PRENGUIN platform, including any documentation, data, technical information provided under this agreement.

The Partner is granted a non-exclusive, non-transferable, limited licence to use the PRENGUIN platform for the term of this agreement, solely for the purpose of quoting, specifying, designing, certifying, or inspecting Commercial Interiors.

Confidentiality

Each party agrees to keep confidential all Confidential Information received from the other party and to use it strictly for the purposes of this Agreement.

Confidential Information includes any information marked as confidential and any information which should by its nature be understood to be confidential.

The obligations of confidentiality will not apply to information which is publicly available, lawfully obtained from a third party, is already known to the receiving party, or is required to be disclosed by law.

Indemnification

The Partner agrees to indemnify and hold harmless Constratum Ltd against any and all claims, costs, damages, and/or loss that Constratum Ltd may sustain or incur, as a result of any claim by a third party, arising from the Partner's breach of this Agreement, or the Partner's negligence or willful misconduct.

Dispute Resolution

In the event of a dispute, the parties will attempt to resolve the dispute through friendly consultation.

If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation.

If mediation is unavailable or is not successful in resolving the entire dispute, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the governing jurisdiction.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of New Zealand, without regard to conflict of law principles.

Miscellaneous

Relationship of Parties

No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement, and neither party has any authority of any kind to bind the other in any respect whatsoever. The Partner and Constratum Ltd are independent contractors, and neither party shall act or represent itself, directly or by implication, as an agent of the other or in any manner assume or create any obligation on behalf of or in the name of the other.

Force Majeure

Neither party will be liable for any failure or delay in performing an obligation under this Agreement that is due to any unforeseen event beyond its reasonable control, including but not limited to, acts of God, natural disasters, war, strikes or labour disputes, embargoes, government orders or any other force majeure event.

Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

Entire Agreement

This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

Waiver

The failure of either party to enforce any provision of this Agreement will not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.