This Master Partner Agreement (“Agreement“) is entered into between Simetrik Inc, a company headquartered in 2261 Market Street #4030 San Francisco, CA 94114 US (“Simetrik“), a SaaS provider of reconciliation and financial data solutions, and the Partner (“Partner“) identified in the applicable Partner Order Form. This Agreement governs Partner‘s participation in Simetrik‘s Partner Program and addresses different types of Partner activities. Part A applies to all Partners. Part B applies to Co-Selling Partners. Part C applies to Referral Partners. Part D applies to Influenced Leads Partners. Part E applies to Implementation Partners. Part F applies to Reseller Partners. If you do not participate in partner activities described in Parts B, C, D, E or F, then these parts of the Agreement do not apply to you.
Terms Applicable to All Partners
Partnership Types and Scope
1.1. Partnership Models. Partner may engage under one or more models, as specified in the Partner Order Form:
Co-Selling Partner: Collaborates with Simetrik to identify and close sales opportunities.
Referral Partner: Refers leads and potential customers to Simetrik.
Influenced Leads Partner: Helps Simetrik unblock or accelerate an active sales opportunity.
Implementation Partner: Provides professional services to implement Simetrik‘s SaaS Platform for Customers.
Reseller Partner: Authorized to resell Simetrik’s SaaS Platform to customers.
1.2. Non-Exclusivity. Partnership is non-exclusive. Simetrik may enter similar agreements with other partners or sell directly to Customers.
1.3. Partner Program Participation. Partner agrees to comply with the terms and conditions of Simetrik’s Partner Program, as updated from time to time at Simetrik’s discretion (including training, obligations, or benefits). Simetrik will provide notice of material updates, and Partner remains responsible for remaining informed and compliant.
Definitions
Customer(s): Any legal entity that has an active subscription with Simetrik to use the SaaS Platform.
Personal Data: Any information that identifies or can be used to identify an individual, as defined by applicable data protection laws (such as GDPR, LGPD, and CCPA).
Order Form: Document setting commercial terms executed by Partner, incorporated into this Agreement.
Partner Program Guide: Program rules and requirements, updated periodically.
SaaS Platform: Simetrik’s subscription-based reconciliation and financial data platform.
Partner Responsibilities
3.1. Compliance and Conduct.Partner will:
Comply with all applicable laws and regulations;
Complete Simetrik’s due diligence process to Simetrik’s satisfaction and prior to engaging in any commercial activities;
Follow Simetrik’s onboarding, training, and certification processes;
Use the designated Partner Relationship Management (PRM) platform for deal registration;
Protect all non-public Simetrik or Simetrik’s Customers information;
Not copy, resemble or mirror the look and feel of Simetrik’s websites, trademarks or services or otherwise misrepresent Partner’s affiliation with Simetrik;
Not use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to Simetrik;
Not try to disrupt Simetrik’s relationship with any Customer or encourage them to stop using Simetrik or switch to another provider. This applies even if the Partner works with other companies in the same industry.
Not use any access to Simetrik’s leads or Customers to promote competing products or services, or to influence the Customer’s decision in a way that harms Simetrik’s business.
3.2. Subcontracting. Partner may not subcontract services for core activities related to the partnership without Simetrik’s prior written consent.
3.3. Marketing and Branding. Partner may use Simetrik’s trademarks and materials only per Simetrik’s brand guidelines.
3.4. Restrictions. Partner shall not:
Make commitments or warranties on Simetrik’s behalf;
Represent itself as an agent or employee of Simetrik;
Modify, reverse engineer, or attempt to access Simetrik’s proprietary SaaS Platform.
3.5. Lead Registration and Approval.Partner must register each potential lead (“Lead”) via the designated Partner Relationship Management (PRM) platform or by submitting the information required by Simetrik, including but not limited to:
Company name and country,
Industry and estimated annual revenue (USD),
Key contact details (full name, email) and role,
Identified business need or opportunity for Simetrik’s services,
Customer relationship context.
3.5.1. Simetrik reserves full discretion to approve or reject any Lead, and Partner shall not initiate commercial outreach or engagement without such approval.
3.6. Additional obligations may be provided for by Parts B-E, according to the partnership type.
Commercial Terms
4.1. Order Forms. All commercial terms (fees, commissions, territories) are specified in the executed Partner Order Form.
4.2. Payments. Payment terms, commissions, and applicable discounts are defined in Parts B, C, D and E of this Agreement and the Partner Order Form. Simetrik may use one of its affiliates to process payments to the Partner, including to comply with local tax, currency, or financial regulations, or to make payments in local currency. This will not affect Simetrik’s overall obligations under this Agreement.
4.3. Revenue Share Characterization. All commissions are considered revenue share. They:
Must be invoiced independently and not deducted from Simetrik’s fees to the Customer;
May not be treated as discounts, credits, or offsets against any amounts owed by the Customer; and
Apply only to net SaaS Platform subscription (excludes taxes, services, etc).
4.4. Taxes. Partner is responsible for applicable taxes that arise from or as a result of any activities under this Agreement.
4.5. All payments are subject to fraud checks, risk assessments, and anti-money laundering procedures. Simetrik may temporarily withhold payments while these checks are ongoing. Simetrik may also withhold payments if the Partner does not provide the information needed to complete the payment process.
Intellectual Property
5.1. Ownership. Each party retains ownership of its intellectual property. No transfer of IP occurs under this Agreement.
5.2. Limited License. Simetrik grants Partner a limited, revocable license to use marketing, sales, and training materials solely for authorized partnership activities.
5.3. No Transfer of SaaS Rights. Partner does not receive rights to operate or host the SaaS Platform.
Confidentiality
6.1. Confidential Information. Confidential Information includes any non-public information disclosed by either party.
6.2. Obligations. Parties will:
Keep Confidential Information confidential;
Use it only for partnership purposes;
Disclose only to employees or affiliates with a need to know and similar confidentiality obligations.
6.3. Exclusions. Confidentiality obligations do not apply to information that:
Is or is made public without breach;
Was known before disclosure;
Is independently developed; or
Is required to be disclosed by law.
6.4. The confidentiality obligation shall remain in full force and effect during the term of the Agreement and for an additional five (5) years after its termination.
Data Protection and Security
7.1. Compliance and Roles. Each party must comply with all applicable data protection and privacy laws, including the GDPR, LGPD, CCPA, and similar regulations. Depending on the context, the parties may act as independent controllers, or one party may process Personal Data on behalf of the other or its clients.
7.2. Security and Data Handling. Each party agrees to:
Maintain appropriate technical and organizational security measures to protect Personal Data, aligned with industry standards such as ISO 27001, ISO 27701, ISO 27018, or equivalent, and ensure protection of data both in transit and at rest;
Limit access to Personal Data to personnel or contractors who need it to perform their duties and ensure they are bound by confidentiality and receive proper training;
Only keep Personal Data for as long as needed to fulfill the Agreement or comply with the law, and delete or return it when no longer required or upon written request by the other party, unless otherwise required by law;
Notify the other party without undue delay of any confirmed or suspected data breach and take immediate steps to contain and remedy it, and provide a brief summary of the incident, including impact and corrective actions taken, if requested;
Cooperate in responding to data subject requests, regulator inquiries, or legal demands, and inform the other party promptly if such a request is received;
Inform the other party in advance (unless prohibited by law) if Personal Data must be disclosed due to a court order or government request;
Ensure that any subcontractors or service providers with access to Personal Data are subject to equivalent security obligations and data protection agreements.
7.3. Certification and Audits. If the Partner does not hold a valid certification (e.g., ISO 27001, ISO 27701, ISO 27018, or similar), Simetrik may require a third-party audit of the Partner’s security practices during the term of the Agreement and for up to three (3) months after termination. The audit will be limited to verifying compliance with this clause.
Compliance with Laws and Ethical Standards
8.1. The Partner must comply with all applicable anti-corruption, anti-bribery, anti-money laundering, export control, and sanctions laws, including but not limited to:
The U.S. Foreign Corrupt Practices Act (FCPA),
The UK Bribery Act,
The Office of Foreign Assets Control (OFAC) regulations,
Any applicable local anti-corruption and AML legislation.
8.2. The Partner represents that neither it nor its directors, officers, employees, or shareholders (5% or more ownership) appear on any government sanctions list. The Partner agrees not to offer or provide any benefit to any government official in connection with this Agreement.
8.3. The Partner declares that it has read and understood the applicable regulations on anti-money laundering, counter-terrorism financing, corruption, and transnational bribery, as well as Simetrik’s Code of Ethics, available at: https://www.simetrik.com/legal/code-of-ethics-third-parties.
8.4. Audit Rights. Upon reasonable prior notice, Simetrik may audit the Partner’s compliance with its obligations under this Agreement, including review of books, records, and relevant personnel. Audits may be conducted by Simetrik or a designated third party.
8.5. Any violations to this section may lead to immediate termination without compensation.
Term and Termination
9.1. Term. This Agreement becomes effective on the start date agreed upon in the Partner Order Form for a period of 12 months (“Term”). Unless otherwise mentioned in the Partner Order Form, the Agreement shall automatically renew for additional periods equal to the initial Term, unless either party notifies the other of non-renewal at least 30 days prior to the end of the current term.
9.2. Termination for Convenience. Either party may terminate with 30 days’ written notice.
9.3. Termination for Cause. Immediate termination may occur if either party:
Materially breaches the Agreement and fails to cure it within 30 days;
Becomes insolvent or files for bankruptcy.
Is found to have breached anti-corruption, data privacy, or security obligations;
Is linked to sanctioned entities or individuals.
9.4. Post-Termination Obligations. Upon termination:
Partner ceases use of Simetrik materials and marks;
each party will return to the other party, or destroy (and provide certification of such destruction), all property of the other party in its possession or control (including all Confidential Information);
The parties will agree on how to handle any active sales opportunities. If they don’t reach an agreement, the Partner may still receive a proportional commission—but only if the deal is closed within 6 (six) months after termination and the Partner played a meaningful role before termination, as determined in good faith by Simetrik in its sole discretion.;
Any unpaid amounts earned before termination must still be paid;
Any rights or obligations that existed before termination will continue to apply.
9.5. The provisions of this Agreement that by their nature should survive termination (including confidentiality, IP ownership, limitations of liability, indemnification, and payment obligations) shall survive termination or expiration.
Warranties and Disclaimers
10.1. Both parties confirm that:
Signing this Agreement does not breach any other contract they have with third parties related to similar business or partnership activities; and
They have shared complete and accurate information about their company and compliance status, as needed to start this partnership.
Limitation of Liability
11.1. To the fullest extent permitted by law:
Neither party is liable for indirect, incidental, special, consequential or punitive damages.
Aggregate liability is limited to amounts paid or payable under applicable Order Forms in the prior 12 months, excluding indemnity obligation from section 12, Partner’s breach of confidentiality or misuse of Simetrik’s intellectual property, or gross negligence or wilful misconduct.
Indemnities
12.1. The Partner will defend, indemnify, and hold Simetrik harmless from any third-party claim, loss, or damage arising out of:
Breach of this Agreement,
Negligent or willful misconduct by the Partner or its personnel,
Violations of law in connection with the Partner‘s activities under this Agreement,
Partner’s relationship with any Customer,
any claim made by its employees, contractors, or agents, including but not limited to claims for employment benefits, compensation, or labor-related liabilities.
Governing Law and Jurisdiction
13.1. This Agreement is governed by the laws of the State of California, without regard to its conflict of law rules.
13.2. Any disputes related to this Agreement will be resolved in the state or federal courts located in San Francisco, California. Each party agrees to the exclusive jurisdiction of those courts and waives any objection based on venue or forum.
General Provisions
14.1. Amendments.Simetrik may update this Agreement with prior notice. Continued participation indicates acceptance of changes. Material changes to Parts B–E (Partner-specific schedules) will be notified separately and will not apply retroactively to previously approved Leads or ongoing commissions.
14.2. Entire Agreement. This Agreement and Partner Order Forms represent the entire agreement.
14.3. Assignment. Neither party may assign this Agreement without prior written consent, except in case of corporate restructuring.
14.4. Independent Contractors & No Authority. Each party is an independent contractor. Nothing in this Agreement creates a joint venture, agency, employment, or fiduciary relationship. The Partner may not represent or bind Simetrik in any way, unless expressly authorized in writing.
14.5. No Employment Relationship. The parties acknowledge and agree that nothing herein shall be construed to create an employment relationship between one party and the employees, agents, or contractors of the other. Each party shall remain solely responsible for the employment obligations, salaries, benefits, taxes, and any other claims or liabilities arising from its own personnel.
14.6. Force Majeure. Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor strikes, or failure of utilities or internet services.
14.7. In case of inconsistencies between translated versions of this Agreement, the English version shall prevail.
Additional Terms Applicable to Co-Selling Partners
1. Partner Definition
A Co-Selling Partner is a partner who identifies a lead and collaborates jointly with Simetrik throughout the sales cycle. If the opportunity is won, the Partner receives a commission for their support.
Simetrik grants the Partner a non-exclusive, non-transferable, and revocable right to support Simetrik-led sales processes for Simetrik’s SaaS Platform subscription services. No intellectual property rights in Simetrik’s products or services are granted to the Partner.
2. Commission
If a Partner Lead is converted into a paying client, the Partner will receive a commission based on the Revenue Share Table shown in section 5 of this Part B and according to the conditions below:
Eligibility: Commissions are only payable for opportunities that are (i) pre-approved in writing by Simetrik, and (ii) directly sourced and supported by the Partner as described in the Revenue Share Table.
Payment Timing: Commissions will be paid based on actual payments received from the Customer. If the Customer pays monthly, Simetrik will pay the Partner’s commission monthly, following the same schedule. If the Customer pays annually or upfront, Simetrik may pay the full commission on the corresponding amount.
Invoicing: Once a payment from the Customer is received, Simetrik will notify the Partner of the commission amount due. The Partner must issue a valid invoice for the corresponding amount, and Simetrik will process payment within 60 calendar days.
One-Time Commission per Deal: Unless otherwise agreed in writing, commission applies once per contracted subscription term (initial or upsell), and is not recurring beyond the original deal term.
Early Termination or Refunds: If the Customer terminates its subscription early or receives a refund, Simetrik will not owe commission for any unearned portion. If the commission was already paid in full, Simetrik may deduct or claw back the proportional amount from future payments.
3. Partner Obligations
The Partner must:
Complete all required training according to the deadline stipulated for each onboarding module.
Use Simetrik‘s name and branding only in compliance with Simetrik’s brand guidelines.
Use any commercial materials and tools provided by Simetrik exclusively during the contract term; all such materials remain Simetrik‘s property.
Register each Lead by completing the Lead Registration Form in the designated PRM tool.
Schedule and attend all meetings with the Lead and Simetrik, actively participating in the sales process.
Convert the Lead into an opportunity within 60 days of approval for enterprise and 30 days for SMB; otherwise, Simetrik may disqualify or reassign the Lead.
Provide key sales insights, such as budget, proposal feedback, decision-making context, and contracting progress.
Issue an invoice to Simetrik for their earned commission, which Simetrik will pay within 60 days after receiving payment from the Customer.
If the Partner fails to activate an opportunity within 60 calendar days of opportunity registration, Simetrik may release it and assign it to another Partner or its internal sales team. The Partner will not be entitled to a commission in such cases.
4. Simetrik Rights and Responsibilities
Simetrik may:
Sign contracts directly with Customers.
Assign sales ownership to other partners, including implementation roles, depending on the Partner’s certification status.
Approve or reject the Partner’s participation in each Lead opportunity.
Designate a commercial lead to oversee each sales process and notify the Partner of any changes in Simetrik’s Ideal Customer Profile (ICP).
Invoice Customers directly.
Deliver post-sale services including customer success, education, and support.
Require reimbursement of prepaid commissions if a Customer terminates early (in the event the commission has already been paid to the Partner for the entire term of the Customer agreement).
5. Revenue Share Table
Scenario
Commission
Details
New Co-Selling Deal
20% of the SaaS Platform subscription amount for the earlier of: (i) initial term of the agreement or (ii) up to the first three years of the agreement.
Partner identifies the Lead, participates in full sales cycle
Co-Selling Upsell
20% of the additional SaaS Platform subscription amount hired by Customer for the earlier of: (i) initial term of the additional use case or (ii) up to the first three years of the additional use case.
Partner identifies additional use case within an existing Simetrik Customer (this should not be an opportunity already identified and mapped out by Simetrik)
Renewal
15% of the SaaS Platform subscription amount for the first year of the renewal term.
The Partner, through their relationship with the Customer, actively contributed to the successful renewal of the agreement.
Additional Terms Applicable to Referral Partners
1. Partner Definition
A Referral Partner identifies a potential Lead and introduces them to Simetrik, who manages the full sales cycle. The Partner earns a commission if the deal is closed.
2. Commission
If a referred Lead converts into a paying Customer, the Partner will receive a commission according to the Revenue Share Table shown in section 5 of this Part C and according to the conditions below:
Eligibility: The Partner is eligible for commission only on leads that have been submitted and accepted by Simetrik in writing before any prior contact has been made by Simetrik or another partner. Simetrik reserves the right to approve or reject any lead or opportunity.
Payment Timing: Commissions will be paid based on actual payments received from the Customer. If the Customer pays monthly, Simetrik will pay the Partner’s commission monthly, following the same schedule. If the Customer pays annually or upfront, Simetrik may pay the full commission on the corresponding amount.
Invoicing: Once a payment from the Customer is received, Simetrik will notify the Partner of the commission amount due. The Partner must issue a valid invoice for the corresponding amount, and Simetrik will process payment within 60 calendar days.
One-Time Commission per Deal: Unless otherwise agreed in writing, the commission is a one-time payment based on the customer’s initial subscription term and does not apply to renewals, expansions, or upsells.
Early Termination or Refunds: If the Customer terminates its subscription early or receives a refund, Simetrik will not owe commission for any unearned portion. If the commission was already paid in full, Simetrik may deduct or claw back the proportional amount from future payments.
3. Partner Obligations
The Partner must:
Submit the Lead via the designated PRM platform.
Schedule a meeting between Simetrik and the Lead within 60 days for enterprise and 30 days for SMB of Lead approval. Otherwise, the Lead may be reassigned.
Follow Simetrik’s Partner Program guidelines and brand standards.
Only use Simetrik’s commercial tools during the Agreement term.
Obtain Simetrik’s approval for all new referrals.
Invoice Simetrik for commission once the Customer has paid. Payment will be made within 60 days of Customer payment.
4. Simetrik Rights and Responsibilities
Simetrik may:
Approve or reject any referral at its discretion.
Manage the entire sales cycle directly.
Invoice the Customer and provide all post-sale services.
Work with other partners or approach different contacts at the same Lead.
Require reimbursement of prepaid commissions if a Customer terminates early (in the event the commission has already been paid to the Partner for the entire term of the Customer agreement).
5. Revenue Share Table
Scenario
Commission
Details
Referral Deal
8% of the SaaS Platform subscription amount for the first 12 months of the Customer agreement
One-time commission for the first 12 months of the subscription. No ongoing support required from Partner.
Additional Terms Applicable to Influenced Leads Partners
1. Partner Definition
An Influenced Lead Partner identifies a contact or relationship that helps Simetrik unblock or accelerate an active sales opportunity. If the opportunity is won and the Partner’s contribution is validated, the Partner earns a commission.
2. Commission
If the deal is won, the Partner will receive a commission according to the Revenue Share Table shown in section 5 of this Part D and according to the conditions below:
Eligibility: The Partner is eligible for commission only on leads that have been submitted and accepted by Simetrik in writing. Simetrik reserves the right to approve or reject any lead or opportunity.
Payment Timing: Commissions will be paid based on actual payments received from the Customer. If the Customer pays monthly, Simetrik will pay the Partner’s commission monthly, following the same schedule. If the Customer pays annually or upfront, Simetrik may pay the full commission on the corresponding amount.
Invoicing: Once a payment from the Customer is received, Simetrik will notify the Partner of the commission amount due. The Partner must issue a valid invoice for the corresponding amount, and Simetrik will process payment within 60 calendar days.
One-Time Commission per Deal: Unless otherwise agreed in writing, the commission is a one-time payment based on the customer’s initial subscription term and does not apply to renewals, expansions, or upsells.
Early Termination or Refunds: If the Customer terminates its subscription early or receives a refund, Simetrik will not owe commission for any unearned portion. If the commission was already paid in full, Simetrik may deduct or claw back the proportional amount from future payments.
3. Partner Obligations
The Partner must:
Be an approved Co-Selling or Referral Partner.
Submit a Lead via the designated PRM tool.
Schedule a meeting between Simetrik and the Lead and stay engaged in the sales process.
Comply with Simetrik’s branding and Partner Program guidelines.
Only use Simetrik’s tools and content during the agreement term.
Obtain Simetrik’s approval for each Lead.
Invoice Simetrik once the Customer has paid. Payment will be made within 60 days of Customer payment.
4. Simetrik Rights and Responsibilities
Simetrik may:
Integrate the Partner into the active sales process, which remains Simetrik-led.
Approve or reject the Partner’s participation in the influenced opportunity.
Invoice and service the Customer directly.
Request reimbursement if the Customer terminates early.
Work with other Partners or approach different contacts at the same client.
5. Revenue Share Table
Scenario
Commission
Details
Influenced Lead
8% of the first 12 months of SaaS Platform subscription amounts.
Simetrik validates the Partner’s influence and leads the full sales process.
Additional Terms Applicable to Implementation Partners
1. Partner Definition
An Implementation Partner is authorized by Simetrik to provide professional services to clients for the successful deployment and configuration of the SaaS Platform. The Implementation Partner is an independent contractor responsible for contracting directly with Customers and delivering services in accordance with Simetrik’s methodology and training.
2. Scope of Authorization
Simetrik authorizes the Partner to:
Offer and perform implementation services for Customers, at its own cost and risk.
Contract directly with Customers for such services, using templates and methodologies aligned with and validated by Simetrik.
Assign certified personnel in the roles of Delivery Lead, Project Manager (PM), and Implementation Specialist (IS).
Collaborate with Simetrik-designated resources, including Senior Implementation Specialist (SIS) and Integrations Engineer (IE). The SIS hours will be billed to the Partner and the IE directly to Customers.
This authorization does not grant the Partner any rights to the SaaS Platform or Simetrik’s intellectual property, nor does it imply any representation, agency, or employment relationship with Simetrik.
3. Partner Obligations
The Partner must:
Complete Simetrik’s onboarding and certification process for each role involved in Customer projects.
Present all implementation proposals to Customers using the Solution Design Document (SDD) and Scope of Work (SOW) template approved by Simetrik.
Clearly inform Customers that Simetrik only provides the subscription service and post-implementation support; and that all implementation services are delivered independently by the Partner.
Ensure that only Simetrik-certified personnel are assigned to implementation roles.
Submit all deliverables and documentation in alignment with the Simetrik Applied Methodology, including technical configurations, workflows, and timelines.
Include SIS and IE estimates in project plans and coordinate their allocation with Simetrik.
Invoice Customers directly for services and pay Simetrik for its contribution per the agreed SOW milestones.
Support Customers throughout the project and ensure a successful handoff to Simetrik’s Customer Success team.
4. Simetrik Rights and Responsibilities
Simetrik will:
Provide required training, tools, and templates to enable the Partner to deliver services.
Certify Partner personnel in designated roles.
Allocate SIS and IE resources to projects upon request and billing agreement.
Maintain direct responsibility for Customer Success services after implementation.
Monitor project delivery and may intervene if service issues arise, including reassigning projects or applying recovery costs.
5. Methodology and Delivery
Implementation projects must follow the Simetrik Applied Methodology, which consists of eight phases:
Project Initiation
Customer Training (led by Simetrik)
Process Understanding
Solution Design
Implementation
Guided Configuration Plan
Configuration Support
Post-Implementation Success (transition to Simetrik Customer Success team)
More information on the phases available in Exhibit C to this Part E.
6. Roles and Responsibilities
Partner Roles: Implementation Lead, PM, and IS (certified by Simetrik; provided by the Partner).
Simetrik Roles: SIS and IE (provided by Simetrik; charged to the Partner and invoiced to Customer).
Each role has defined experience and responsibility criteria, including technical competencies, leadership, customer communication, and delivery accountability. Role descriptions are available in Exhibit A to this Part E.
7. Intellectual Property
All rights in Simetrik‘s SaaS Platform, methodologies, and tools remain solely with Simetrik. Any custom development or improvements made by the Partner in connection with a project will be deemed “work made for hire” and the intellectual property will belong exclusively to Simetrik. The Partner agrees to irrevocably assign such rights to Simetrik.
8. Quality and Oversight
Simetrik reserves the right to:
Conduct audits, surveys, and client feedback assessments.
Assign internal resources to monitor delivery quality.
Intervene or reassign a project if the Partner’s performance jeopardizes Customer satisfaction or Customer agreement continuity.
Responsibility for Implementation Quality and Customer Success – The Partner will sign a separate agreement directly with the Customer to deliver implementation services for Simetrik’s SaaS Platform. Because the quality of implementation can affect how the Customer uses and values Simetrik, Simetrik reserves the right to monitor how those services are delivered.
If the Partner:
seriously breaches its agreement with the Customer,
causes that agreement to end early due to its own actions or failures, or
negatively affects Simetrik’s relationship with the Customer or the Customer’s use of Simetrik,
then Simetrik may:
step in by assigning another Partner or an internal Simetrik team to continue the project with the Customer, and
charge the Partner for the costs we incur in doing so, up to the full amount the Partner originally quoted the Customer for that project.
Before Simetrik takes these steps, it will notify the Partner in writing and give them ten (10) business days to fix the issue, unless the situation requires urgent action to protect the customer relationship.
If this happens, Simetrik may also review the Partner’s participation in other projects or in the Simetrik Partner Program.
9. Limitations
The Partner may not subcontract, assign, or transfer any implementation obligations or services without Simetrik’s prior written approval.
Simetrik is not responsible for collections or client payments related to the Partner’s services.
The Partner may not offer implementation services without Simetrik’s prior approval and validation for each project.
10. Exhibits
This Part E counts with the following Exhibits:
Exhibit A – Role Responsibilities by Project Phase and Description
Exhibit B – Integration Methods and Requirements
Exhibit C – Simetrik Applied Methodology Phases
Exhibit A – Role Responsibilities by Project Phase and Description
This table outlines the delivery, execution, and accountability responsibilities for each phase of a Simetrik implementation project, in accordance with the Simetrik Applied Methodology:
Phase
Implementation Lead
Execution Responsible
Accountable Party
1. Initiation
Implementation Lead (Partner)
PM (Partner)
PM (Partner)
2. Customer Training
Simetrik
Simetrik
Simetrik
3. Process Understanding
PM (Partner)
IS (Partner)
Implementation Lead (Partner)
4. Solution Design
PM (Partner)
IS (Partner), SIS (Simetrik)
Implementation Lead (Partner), SIS (Simetrik)
5. Implementation
PM (Partner)
IS (Partner), IE (Simetrik)
Implementation Lead (Partner), SIS (Simetrik)
6. Guided Configuration Plan
PM (Partner)
PM (Partner)
Implementation Lead (Partner)
7. Configuration Support
PM (Partner)
IS (Partner), IE (Simetrik)
Implementation Lead (Partner), SIS (Simetrik)
8. Post-Implementation Success
Implementation Lead (Partner), PM (Partner)
Simetrik
Simetrik
Role Descriptions:
Implementation Lead
Objective: The Implementation Lead is responsible for direct client engagement, participating in pre-sales shadowing sessions, validating the Solution Design Document (SDD), and preparing service estimates. During the implementation, the Implementation Lead monitors execution and ensures project quality and progress.
Key Responsibilities:
Join client meetings during the pre-sales phase.
Review and validate the SDD to ensure alignment with client expectations.
Prepare service estimates and participate in drafting the Scope of Work (SOW).
Facilitate training for the Partner team assigned to the project.
Monitor progress and ensure successful delivery.
Maintain direct communication with Simetrik’s team.
Recommended Minimum Experience and Skills:
Degree in Finance, Engineering, or related fields.
5+ years in project leadership roles.
Intermediate to advanced Excel (required).
SQL knowledge (optional).
Reconciliation experience (optional).
Skills:
Leadership
Analytical thinking
Problem-solving
Strong client relationship management
High proactivity
Implementation Specialist
Objective: Responsible for configuring use cases in Simetrik with knowledge of operational, financial, and accounting reconciliation processes. Ensures scalable implementation quality that meets Customer needs.
Key Responsibilities:
Configure use cases efficiently and scalably.
Deliver project scope within agreed timelines.
Stabilize implementation logic.
Document the configuration process.
Deliver completed configurations to the client’s end users.
Recommended Minimum Experience and Skills:
Degree in Finance, Engineering, or related fields.
At least 2 years of relevant experience.
Intermediate to advanced Excel (required).
SQL knowledge (optional).
Reconciliation experience (optional).
Skills:
Analytical thinking
Problem-solving
Client interaction
High proactivity
Project Manager (PM)
Objective: Expert in managing implementation projects. Responsible for planning, budgeting, monitoring, and reporting, following agile project management methodologies.
Key Responsibilities:
Ensure implementation goals are achieved as contractually defined.
Build effective work plans based on capacity and delivery timelines.
Identify and mitigate risks that could affect the project plan.
Establish contingency plans to avoid project delays.
Align and engage stakeholders throughout the project.
Provide clear performance reporting.
Recommended Minimum Experience and Skills:
Degree in Finance, Engineering, or related fields.
At least 3 years managing software implementation projects.
Additional Requirement: The Partner is responsible for assigning appropriately skilled and language-proficient personnel to each project. Simetrik will inform the Partner of the preferred working language for each Customer.
Exhibit B – Integration Methods and Requirements
This table describes the standard integration methods supported by Simetrik and the technical requirements for each:
Integration Method
Required Credentials / Inputs
Examples or Notes
S3
Bucket, Secret Key, Access Key (shared via LastPass)
File path, file names, sample file
SFTP
Username, Password, Host, Port (shared via LastPass)
File path, format, sample file
API / Web Service
Token or username/password, endpoint, method (GET/POST), documentation
Required fields defined in API spec
Web Scraping
Username, password, portal URL (shared via LastPass)
Navigation path, download steps, sample file
Webhook
To be defined in coordination with the client’s IT team
Case-by-case configuration
Snowflake (Output)
Managed directly by Simetrik
Data is pushed to GCS or AWS S3 depending on client preferences
Simetrik‘s implementation process consists of eight defined phases to ensure standardized, high-quality delivery. The Partner must follow these phases in all implementation projects.
1. Initiation
Align expectations on scope and objectives.
Schedule initial planning and alignment sessions with the Customer.
2. Hand-off & Pre-Kickoff
Receive commercial hand-off from Simetrik’s sales team.
Gather inputs such as MEDDPICC and minimum delivery requirements.
3. Kick-off
Introduce project team and delivery methodology.
Present implementation plan and training schedule.
Identify responsibilities, milestones, blockers, and follow-up rhythms.
Schedule technical (Coach), functional (Champion/PM), and strategic (Economic Buyer) sessions.
Confirm timeline and deliverables.
5. Customer Training (led by Simetrik)
Simetrik delivers initial product training to all end users.
Included in the Simetrik subscription.
6. Process Understanding (AS IS)
Review current reconciliation processes and data flows.
Gather business rules and integration requirements.
Conduct joint discovery sessions with Customer and Simetrik.
7. Solution Design
Design control workflows and configurations aligned to business goals.
Define data architecture, required capabilities, and measurable outcomes.
Produce the Solution Design Document (SDD), which forms the baseline for the SOW.
8. Implementation
Execute technical configurations and integrations.
Perform QA testing, production deployment, and stabilization.
Document configurations and hand off to the Customer.
9. Guided Configuration Plan
Extend solution coverage across additional use cases.
Facilitate client ownership of processes and configurations.
10. Configuration Support
Support users in becoming self-sufficient.
Conduct shadowing sessions to reinforce adoption.
Ensure full handoff to Customer Success.
11. Post-Implementation Success
Transition to Simetrik’s Customer Success team.
The CSM ensures ongoing satisfaction, provides support, and identifies expansion opportunities.
Additional Terms Applicable to Reseller Partners
1. Partner Definition
A Reseller Partner is authorized by Simetrik to resell subscriptions to Simetrik’s SaaS Platform to third-party clients (“End Clients”). The Reseller Partner operates as an independent contractor and is responsible for contracting directly with End Clients and managing the commercial relationship.
Reseller Partners must submit each opportunity for Simetrik’s review and approval, and ensure that End Clients accept Simetrik’s Master Services Agreement (MSA) without modification.
Being a Reseller Partner is subject to Simetrik’s prior internal approval. Simetrik reserves the right to accept or reject any prospective Reseller Partner at its sole discretion. This Part F of the Agreement does not grant exclusivity and does not limit Simetrik’s right to work directly or through other partners.
2. Commercial Process
a. Quotation and Approval
Each commercial opportunity must be submitted to Simetrik for individual pricing and written approval before the Partner engages with the End Client. Simetrik may accept or reject any opportunity at its sole discretion.
b. End Client Agreement
The Partner must ensure that each End Client signs a valid agreement in which they accept Simetrik’s Master Services Agreement, available at https://www.simetrik.com/legal/master-services-agreement (“MSA”), in full and without modifications. The Partner is not authorized to amend or make any representations about Simetrik’s legal terms.
c. Exhibit A
Upon approval, Simetrik will issue a quotation using the format outlined in Exhibit A to this Part F, which includes the applicable pricing, scope of services, and delivery terms. Each quotation must be signed by both Simetrik and the Partner and will form an integral part of this Agreement. Simetrik may update the quotation format at any time with prior notice to the Partner.
d. Process Updates
Simetrik may update the quotation format, approval process, or related workflows at any time by providing thirty (30) days’ written notice to the Partner. Exhibit A to this Part F reflects the current quotation format for reference.
e. Payment of Invoices
The Partner will be responsible for the payment of the fees related with the use of the SaaS Platform by the End Clients. The Partner must pay Simetrik’s invoices within thirty (30) days from the date of issuance. All prices are net amounts, without deductions or withholdings. In case of delayed payment as specified in this Part F of the Agreement, Simetrik will immediately suspend the Partner’s and End Clients’ access to the SaaS Platform, and Partner agrees to pay late payment interest at the maximum rate permitted by law.
3. Partner Obligations
The Partner agrees to:
Promote Simetrik’s SaaS Platform and services using Simetrik-approved materials;
Submit commercial opportunities for Simetrik’s approval in accordance with Section 2;
Ensure that End Clients execute agreements aligned with the MSA. Any additional or different terms not previously approved by Simetrik shall not be enforceable against Simetrik, and the Partner shall be responsible for any consequences arising from it;
Request prior written authorization to use Simetrik’s name or trademarks and comply with Simetrik’s brand guidelines;
Clearly communicate that it acts independently from Simetrik and is not authorized to bind or act on behalf of Simetrik;
Maintain accurate records related to each End Client for a period of three (3) years and make such records available to Simetrik upon ten (10) business days’ notice;
Conduct due diligence on End Clients to identify and mitigate risks related to money laundering, terrorist financing, corruption, or bribery and share relevant documentation with Simetrik upon request. This due diligence must include, at a minimum:
Background checks on the End Client;
Screening against global sanctions and restricted party lists (including OFAC, UN, and EU lists);
Media and open-source searches for adverse information; and
An assessment of the commercial reasonableness of the transaction.
Provide quarterly (or otherwise agreed) pipeline and sales updates;
Secure any credentials granted for onboarding or support purposes, and restrict access to authorized users only. Simetrik will not be responsible for any unauthorized access or improper use caused by the Partner;
Comply with Simetrik’s information security, privacy, and cybersecurity standards applicable during the term of this Agreement.
Implement industry-recognized security frameworks (such as ISO 27001 or NIST) and comply with applicable data protection and privacy regulations, including, as applicable, the General Data Protection Regulation (GDPR), Spain’s LOPDGDD, Brazil’s LGPD, the California Consumer Privacy Act (CCPA), or any similar legislation in the country where the Partner operates.
Comply with Simetrik’s information security, privacy, and cybersecurity standards, including ISO 27001, and applicable Data Privacy legislation such as GDPR, LGPD, and CCPA;
Implement access controls and cooperate with security audits upon fifteen (15) business days’ notice. Audits will be conducted during business hours and in a manner that does not unduly interfere with the Partner’s operations.
Any violation of this Section may result in immediate suspension of the Partner’s rights under this Agreement and will be considered a material breach.
4. Intellectual Property
The Partner agrees to refrain from, and to ensure that its employees, contractors, or third parties under its control refrain from:
Copying, modifying, adapting, translating, or creating derivative works based on the SaaS Platform;
Distributing, selling, sublicensing, or renting the SaaS Platform;
Decompiling, disassembling, or reverse-engineering the SaaS Platform;
Using the SaaS Platform to develop competing products or services;
Using the SaaS Platform for illegal or unethical activities;
Using the SaaS Platform in a manner that infringes third-party rights;
Using the SaaS Platform in a way that may harm third parties.
5. Implementation (If Applicable)
If the Reseller Partner provides implementation services to an End Client, it must:
Be an Implementation Partner with Simetrik and have a valid partner agreement to regulate such partnership;
Coordinate with Simetrik for any required technical integrations. In this scenario, the Partner will be responsible for the payment of the required Integrations Engineer (IE);
Include a Simetrik-approved implementation specialist to ensure delivery standards are met;
Limit access to Simetrik’s platform during onboarding, subject to Simetrik’s prior approval.
Simetrik remains responsible for End Client support in accordance with the terms of the MSA.
Exhibit A – Quotation Template Example (Reseller Partners)
This Exhibit provides a sample structure of the quotation format Simetrik will use for opportunities approved under Part F – Applicable to Reseller Partners. The exact format and content are subject to change at Simetrik’s discretion, as per Section 2.d of the Part F of this Agreement.
Quotation Summary – Reseller Partner
Quotation Reference Number
[Unique Identifier issued by Simetrik]
Date
[DD/MM/YYYY]
Partner Name
[Full Legal Name of the Reseller Partner]
End Client Name
[Full Legal Name of the End Client]
End Client Country
[Country]
Opportunity Description
[Short description of the use case or business need]
Pricing & Scope of Services of End Client
Item
Description
Amount (USD)
SaaS Subscription (Modules)
[Module Names / Description]
$[Amount]
Implementation (if applicable)
[Scope of Implementation Services / Deliverables]
$[Amount]
Additional Services (if applicable)
[Any additional services agreed with Simetrik]
$[Amount]
Total Quotation Value
$[Total Amount]
Delivery Terms
Subscription Term: [e.g., 12 months from Start Date]
The Partner will pay the amount specified in the “Pricing & Scope of Services of End Client” section via bank transfer within thirty (30) days of receiving a valid tax invoice issued by Simetrik, in accordance with applicable tax regulations.
Partner Billing and Collections Emails: ⎽⎽⎽⎽⎽⎽⎽⎽⎽⎽⎽⎽⎽⎽⎽⎽⎽⎽⎽⎽⎽⎽⎽⎽⎽⎽⎽⎽⎽⎽⎽⎽⎽⎽⎽⎽⎽⎽⎽⎽