Agency Partner Agreement

Last updated: 30 March 2026

This Agency Partner Agreement ("Agreement") is entered into between Vision Software Solutions Limited, a company registered in England and Wales with its registered office at C/O Benison Solvers Limited, 1000 Great West Road, Brentford, United Kingdom, TW8 9DW ("Uptrue", "we", "us", or "our"), and the Agency ("you", "your", or "Agency") that registers for an Agency plan on the Uptrue platform.

This Agreement supplements the Uptrue Terms of Service, Privacy Policy, and Acceptable Use Policy, all of which are incorporated by reference. In the event of a conflict between this Agreement and the Terms of Service, this Agreement shall prevail with respect to Agency-specific matters.

By activating an Agency plan, you confirm that you have the authority to enter into this Agreement on behalf of your organisation and that you have read, understood, and agree to be bound by its terms.

1. Agency Relationship

1.1 Nature of Relationship

The relationship between Uptrue and the Agency is that of independent service providers. Nothing in this Agreement creates a partnership, joint venture, employment, or franchise relationship. The Agency is not an agent, representative, or employee of Uptrue and has no authority to bind Uptrue or make commitments on our behalf.

1.2 Agency Services

Under this Agreement, the Agency is authorised to use the Uptrue platform to provide website and infrastructure monitoring services to the Agency's own clients ("End Clients"). The Agency may manage monitors, configure alerts, create status pages, and generate reports on behalf of its End Clients.

1.3 End Client Relationship

The Agency maintains the direct commercial relationship with its End Clients. Uptrue has no direct contractual relationship with End Clients. The Agency is solely responsible for its agreements, pricing, support, and obligations to its End Clients.

2. Fees and Revenue Share

2.1 Setup Fee

The Agency shall pay a one-time setup fee to activate the Agency plan, as published on our pricing page. This fee is non-refundable. Payment is processed through Stripe at the time of activation.

2.2 Revenue Share Model

The Agency may charge its End Clients for monitoring services at prices determined by the Agency at its sole discretion. For each payment received from an End Client through the Uptrue billing system, the revenue shall be split as follows:

The revenue share is calculated on the gross amount collected from the End Client, before any payment processing fees. Stripe's processing fees are deducted from the total before the split is applied.

2.3 Stripe Connect

Revenue sharing is facilitated through Stripe Connect. The Agency must create and maintain a valid Stripe Connect Express account as part of the onboarding process. The Agency is responsible for:

• Completing Stripe's identity verification and onboarding requirements
• Providing accurate banking and tax information to Stripe
• Maintaining compliance with Stripe's terms of service

Uptrue does not store, process, or have access to the Agency's bank account details. All financial data is handled directly by Stripe.

2.4 Payouts

Agency payouts are processed weekly via Stripe Connect on the default Stripe payout schedule. Payouts are subject to Stripe's standard holding periods and processing times. The Agency may view payout history and pending balances within the Uptrue dashboard and their Stripe Express dashboard.

2.5 Taxes

Each party is responsible for its own tax obligations. The Agency is responsible for collecting and remitting any applicable taxes (including VAT, GST, or sales tax) on amounts charged to its End Clients. Uptrue will provide the Agency with necessary documentation for tax reporting purposes.

3. Agency Responsibilities

The Agency agrees to:

• Manage its End Client accounts accurately and in good faith, including correct configuration of monitors, alerts, and status pages.
• Provide first-line technical support to its End Clients. Uptrue provides platform-level support to the Agency, not directly to End Clients.
• Ensure that all End Clients are aware that monitoring services are powered by the Uptrue platform (unless operating under white-label terms as described in Section 5).
• Comply with all applicable laws and regulations in its dealings with End Clients, including data protection and consumer protection legislation.
• Not make any representations, warranties, or guarantees to End Clients on behalf of Uptrue without our prior written consent.
• Ensure that its billing practices to End Clients are fair, transparent, and compliant with applicable consumer protection laws.
• Promptly notify Uptrue of any material disputes, complaints, or legal proceedings involving End Clients that relate to the Service.

4. Uptrue Responsibilities

Uptrue agrees to:

• Provide and maintain the monitoring platform, including all core features (monitoring checks, alerting, status pages, reporting, and the check engine).
• Target 99.9% platform availability as described in the Service Level Agreement in theTerms of Service.
• Provide platform-level technical support to the Agency via email (support@uptrue.io) during standard business hours.
• Process Agency payouts accurately and on schedule via Stripe Connect.
• Notify the Agency of any material changes to the platform, pricing, or this Agreement with at least 30 days' notice.
• Provide reasonable documentation and guidance to assist the Agency in using the platform effectively.

5. White-Label Terms

5.1 Branding

The Agency plan includes the ability to white-label certain aspects of the Service for End Clients, including:

• Custom logo and branding on status pages
• Custom colour schemes and styling on client-facing pages
• Custom domain mapping for status pages (e.g., status.agencydomain.com)
• Branded email alert templates (sender name customisation)

5.2 Restrictions

The Agency may not:

• Represent the Service as its own proprietary technology in a manner that is misleading or constitutes passing off.
• Remove or obscure Uptrue branding from areas where it is required (e.g., the Uptrue dashboard itself, API responses, or webhook payloads).
• Use Uptrue's trademarks, logos, or brand assets except as expressly permitted in this Agreement or in writing.

5.3 Agency Analytics

The Agency may configure its own Google Tag Manager container, Google Analytics property, or other analytics tools on its white-labelled pages. Uptrue's own analytics are never injected on Agency white-label pages. The Agency is responsible for complying with applicable cookie consent and privacy laws in relation to any analytics it configures.

6. End Client Data

6.1 Data Processing

In relation to End Client data processed through the Service, the Agency acts as the data controller and Uptrue acts as the data processor. The terms of data processing are set out in the Data Processing Agreement, which forms part of this Agreement.

6.2 Data Isolation

End Client data is logically separated within the platform using workspace-level isolation and row-level security. The Agency can access all data within its organisation. End Clients (if given direct access) can only access data within their assigned workspace.

6.3 Data Portability

The Agency may export End Client data at any time using the data export features in the dashboard or by contacting support@uptrue.io.

7. Termination

7.1 Termination by the Agency

The Agency may terminate this Agreement at any time by providing 30 days' written notice to support@uptrue.io. Upon termination:

• The Agency will retain access to the Service for the 30-day notice period to facilitate migration of End Clients.
• Any outstanding payouts will be processed on the next scheduled payout date after termination.
• The one-time setup fee is non-refundable.

7.2 Termination by Uptrue

Uptrue may terminate this Agreement:

• With 30 days' written notice for any reason, providing the Agency with reasonable time to migrate End Clients.
• Immediately, without notice, if the Agency materially breaches this Agreement, the Terms of Service, or the Acceptable Use Policy, and fails to remedy the breach within 14 days of written notice (where the breach is capable of remedy).
• Immediately if the Agency engages in fraud, illegal activity, or conduct that poses a material risk to Uptrue, other users, or third parties.

7.3 End Client Migration

Upon termination, the Agency is responsible for notifying its End Clients and facilitating the transition of monitoring services. Uptrue will:

• Provide data export capabilities for 30 days following termination.
• At the Agency's request and with End Client consent, assist in transferring End Client accounts to direct Uptrue plans (at Uptrue's standard pricing) or to another provider.
• Delete all Agency and End Client data 30 days after termination, in accordance with our Privacy Policy, unless retention is required by law.

8. Payment Terms

• All Agency payouts are processed weekly via Stripe Connect.
• The minimum payout threshold is £10 (or local currency equivalent). Balances below the threshold are carried forward to the next payout period.
• Uptrue reserves the right to withhold payouts if there is a dispute, chargeback, or suspected fraudulent activity, pending resolution.
• In the event of chargebacks or refunds issued to End Clients, the Agency's share of the refunded amount will be deducted from future payouts.

9. Non-Solicitation

During the term of this Agreement and for a period of 12 months following termination:

• The Agency agrees not to directly solicit or recruit Uptrue employees or contractors with whom the Agency has had material contact during the term.
• Uptrue agrees not to directly solicit or approach the Agency's End Clients to convert them to direct Uptrue accounts, except where the Agency has been terminated for breach or where the End Client independently contacts Uptrue.

This section does not restrict either party from responding to general recruitment advertisements or from engaging with individuals who approach them independently.

10. Limitation of Liability

The limitation of liability provisions in the Terms of Service (Section 8) apply to this Agreement. Additionally:

• Uptrue is not liable for any losses incurred by the Agency as a result of the Agency's dealings with its End Clients, including disputes over pricing, service quality, or contractual obligations between the Agency and its End Clients.
• The Agency shall indemnify and hold Uptrue harmless from any claims brought by End Clients arising from the Agency's actions, omissions, representations, or breaches of its obligations to End Clients.
• Uptrue's total liability to the Agency under this Agreement shall not exceed the total amount paid by the Agency to Uptrue in the three (3) months preceding the claim, or £50, whichever is less.

11. Confidentiality

Each party agrees to keep confidential all non-public information received from the other party in connection with this Agreement, including but not limited to business plans, pricing, technical information, customer data, and financial information ("Confidential Information").

Confidential Information may be disclosed only to employees, contractors, or advisors who need to know it for the purposes of this Agreement and who are bound by obligations of confidentiality at least as protective as those in this section. This obligation survives termination of this Agreement for a period of two years.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or regulation.

12. Governing Law

This Agreement is governed by and construed in accordance with the laws of England and Wales. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Before initiating formal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of at least 30 days following written notice of the dispute.

13. General

13.1 Entire Agreement

This Agreement, together with the Terms of Service, Privacy Policy, Cookie Policy, Acceptable Use Policy, and Data Processing Agreement, constitutes the entire agreement between the parties regarding the Agency relationship and supersedes all prior discussions and agreements.

13.2 Amendment

Uptrue may amend this Agreement with 30 days' written notice. If the Agency does not agree to the amended terms, it may terminate this Agreement in accordance with Section 7.1.

13.3 Severability

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

13.4 Waiver

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

13.5 Assignment

The Agency may not assign or transfer its rights or obligations under this Agreement without Uptrue's prior written consent. Uptrue may assign its rights and obligations without restriction.

14. Contact

For questions about this Agency Partner Agreement, please contact:

• Email: partners@uptrue.io
• Support: support@uptrue.io
• Post: Vision Software Solutions Limited, C/O Benison Solvers Limited, 1000 Great West Road, Brentford, United Kingdom, TW8 9DW