Project Partner Agreement

Version 1.0 – 13 October 2026

ADNYS FZE Project Partner Agreement · Version 1.0 – 13 October 2026

This agreement is between ADNYS FZE, a Free Zone Establishment licensed by the Sharjah Research, Technology and Innovation Park (SRTIP) Free Zone, Sharjah, United Arab Emirates (licence no. 9380, TRN 105077502000001) ("ADNYS"), and the person or business whose details are given on the partner sign-up form ("Partner").

1. What this agreement is for

1. The Partner and ADNYS work together on client projects such as websites, apps, software, ERP (for example Odoo or Zoho), IT consultancy and digital marketing ("Projects"). On each Project the Partner may:
   1. bring the client or project to ADNYS ("Introduction"); and/or
   2. deliver all or part of the work with its own team ("Delivery").
2. Each Project is agreed in a project order sent by ADNYS by email or through ELMS ("Project Order"). A Project Order states the client, the Partner's role (Introduction, Delivery or both), the scope, the project value, the Partner's share, milestones and deadlines. If a Project Order and this agreement differ, the Project Order applies to that Project.
3. Projects are only for work covered by the activities on ADNYS's SRTIP licence (IT consultancy, software and related digital services).
4. The Partner is an independent business, not an employee, agent or legal partner of ADNYS. This is not a joint venture or company. Neither party may sign contracts or make promises on behalf of the other. The arrangement is non-exclusive and ADNYS does not promise any minimum number of Projects.

2. Sign-up and identity checks

1. The Partner must give true and complete information, a valid government ID or trade licence, and a working email and phone number, and keep them up to date.
2. ADNYS may verify the information, ask for more documents or references, and refuse or end the arrangement at its discretion.
3. The Partner confirms they are at least 18 years old, are not on any sanctions list, and are allowed to do this business where they operate.
4. This agreement takes effect when the Partner signs it electronically and ADNYS confirms approval by email.

3. Introductions

1. The Partner registers each new client with ADNYS (by email or through ELMS) before or when introducing it. A client counts as introduced by the Partner if ADNYS was not already in contact with that client in the previous 6 months.
2. ADNYS decides whether to accept a client and prepares the quote. ADNYS is the contracting party, issues all quotes and invoices in its own name, and collects payment by bank transfer or ADNYS Pay.
3. The Partner must not promise prices, discounts, deadlines or features to the client without ADNYS's written approval, and must not take payment from the client for a Project.
4. The Partner's protection for an introduced client lasts 12 months from the first Project Order for that client; further projects for that client in this period also count as introduced, unless the Project Order says otherwise.

4. Delivery

1. When the Partner delivers work, it does so with reasonable skill and care, on time, following ADNYS's instructions and quality standards, with its own staff and equipment. The Partner is responsible for its staff, their pay, visas and permits.
2. The Partner delivers all source code, files, designs and passwords to ADNYS's repository or storage. ADNYS checks each milestone and accepts it or asks for corrections within 7 days. The Partner fixes faults in its work free of charge for 30 days after acceptance.
3. ADNYS stays the client's main contact unless ADNYS agrees otherwise in writing for a Project.

5. Partner share and payment

1. The Partner's share is a percentage of the project value: the amount the client actually pays ADNYS for the Project, excluding VAT, payment processing fees and third-party costs (such as domains, hosting, licences and advertising spend). The default share is stated in the approval email; if none is stated, it is 10%. Each Project Order may set a different share depending on the Partner's role (Introduction, Delivery or both).
2. The share is earned only on amounts the client has actually paid. Shares for payments received in a calendar month are paid by the 15th of the following month, once 14 days have passed after the client's payment (refund hold), with a statement. For Delivery, a milestone's share is also due only after ADNYS accepts that milestone.
3. Payouts are made by bank transfer to an account in the Partner's own name (or its company's name). Payouts below AED 100 are carried forward. Bank charges for international transfers are paid by the Partner. The Partner is responsible for its own taxes; if the Partner is VAT-registered, it sends a tax invoice for its share.
4. If the client gets a refund or a chargeback, the related share is not paid, or is deducted from future payouts. If no future payouts are due, the Partner repays ADNYS within 14 days.

6. Ownership of the work

1. All work created for a Project, including source code, designs, documents and data ("Work Product"), belongs to ADNYS (or to the client, where ADNYS's contract with the client says so) once the Partner's share for it has been paid. The Partner assigns all intellectual property rights in the Work Product accordingly, worldwide, without extra payment, and waives moral rights where the law allows.
2. The Partner keeps ownership of its own tools and know-how that existed before the Project, and gives ADNYS and the client a permanent, free licence to use any of them included in the Work Product.
3. The Partner may show a Project in its portfolio only with ADNYS's written permission.

7. Confidentiality, data and security

1. Each party keeps confidential all information about the other, its clients and Projects, including prices, passwords, data and source code, during this agreement and for 3 years after it ends (and for as long as the law requires for personal data).
2. Both parties handle personal data under UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data and the ADNYS Privacy Policy, and report any security incident to the other within 24 hours.

8. No going around each other

For 12 months after a Project ends, the Partner must not offer or provide services directly to a client that ADNYS introduced to the Partner, and ADNYS must not deal directly with a client the Partner introduced in order to avoid paying the Partner's share, unless the other party agrees in writing.

9. Liability

1. Each party is responsible for losses caused by its own breach of this agreement, infringement of others' rights, or security failures it caused.
2. Except for fraud, wilful misconduct, confidentiality or infringement, each party's total liability for a Project is limited to the Partner's share for that Project.

10. Ending the agreement

1. Either party may end this agreement with 30 days' notice by email. Project Orders already accepted are completed unless both agree otherwise.
2. ADNYS may end it immediately for a serious breach, fraud, a confidentiality or security breach, or if continuing would put ADNYS's licence at risk.
3. After the end, shares for client payments already received, and for accepted work, are still paid under section 5, minus amounts owed to ADNYS.

11. Electronic signature and records

The parties agree that this agreement may be signed electronically under UAE Federal Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services. The Partner's typed full name, ticked confirmation, and the date, time and internet address (IP) recorded at signing make up the Partner's signature. ADNYS keeps a record of the signed version. ADNYS's approval email is its acceptance.

12. Changes

ADNYS may update this agreement by giving 30 days' notice by email. Project Orders already accepted continue under the version in force when they were accepted.

13. Law and disputes

This agreement is governed by the laws of the United Arab Emirates as applied in the Emirate of Sharjah. The courts of Sharjah have jurisdiction over any dispute. The parties will first try to resolve any dispute in good faith by email or meeting.