1. INTRODUCTION
1.1. This page sets out the Conditions (as defined below) which apply to the marketing, brand representation and development services which Introducer (as defined below) named on the Appointment Form (as defined below) provides in respect of Budibase’s (as defined below) Platform (as defined below).
1.2. The parties’ agreement is made up of (i) these Conditions; and (ii) the Appointment Form; and (iii) any other written document either issued by Budibase (and expressly referring to and incorporating itself into the Contract) or any amendments or supplements to the Contract signed and agreed in writing between the parties. Together the above documents shall constitute and be known as the Contract, and apply to the contract between the parties to the exclusion of any other terms that Introducer may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.3. When construing the meaning of the Contract, the documents listed in clause 1.2 shall be interpreted in a reverse order of priority in the event of any inconsistency or conflict, with documents appearing later in the list taking priority over documents appearing earlier in the list.
1.4. Budibase may amend these Conditions from time to time as set out in clause 13.9. This version 1 of these Conditions was most recently updated on 17th March 2026.
2. INTERPRETATION
2.1. The following definitions and rules of interpretation shall apply within the Contract:
Appointment Form means the appointment form signed by the parties setting out the terms of the commercial terms of the Contract between the parties.
Budibase means Budibase Ltd (company number NI662141) whose registered office address is, as of the date these Conditions were last updated, at River House, High Street, Belfast, Northern Ireland, BT1 2BE;
Budibase Intellectual Property means all intellectual property rights owned or used by Budibase in connection with the Platform and its business (including trade marks, service marks, business names, goodwill and the right to sue for passing off, domain names, and rights in confidential information) in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
Business Day means a day other than a Saturday, Sunday or public holiday in Northern Ireland when banks in Belfast are open for business;
Commission Percentage means the percentage of Net Revenue to which Introducer may be entitled pursuant to clause 7, as outlined in the Appointment Form;
Conditions means these terms and conditions;
Contract means the Contract under which Budibase appoints Introducer as its marketing agent, in accordance with the Appointment Form, the Mandatory Polices and these Conditions;
Control shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly;
Effective Date means the date the Contract takes effect, as set out in the Appointment Form;
Introducer Registered Account has the meaning given in clause 7.1;
Mandatory Polices means Budibase’s mandatory policies and procedures (if any) notified to Introducer from time to time, including any branding guidelines in respect of Budibase Intellectual Property;
Net Revenue means, in relation to the Platform, means in relation to SaaS or self-hosted subscription services or software provision through / in respect of the Platform, the licence or subscription fees actually paid by the customer for subscriptions or licences to the Platform (excluding, for the avoidance of doubt, any charges for any associated services, including consultancy, training or development services) over the initial subscription term of a contract over which that customer is first signed up in contract with Budibase (excluding, for the avoidance of doubt, any renewal term or period, and up to no more than 12 months from the date of first sign-up), less: (a) any value added or other sales or applicable taxes thereon included in the price; (b) the value of any third party products or services included in the price; and/or (c) the value of any rebates, credits or other amounts thereafter repaid back to the customer, subject to, in all cases, a minimum “Net Revenue” (as defined in the rest of this defined term) of $7,200 (USD) (or such other figure as Budibase may publish in its published marketing materials for its introducer programme from time to time). If Customer pays in a currency other than USD, the relevant Net Revenue shall be converted from that currency into USD for the purposes of calculating whether the minimum deal size has been achieved at such rates and times as Budibase may in its sole discretion elect;
Platform means Budibase’s browser-based low-code or no-code platform, which Budibase may permit Introducer, by express notice in writing, to promote to potential customers within the Territory;
Quarter means each period of three calendar months in a calendar year;
Representative Services means the services specified in the Appointment Form, which Introducer shall provide to all customers or potential customers (as applicable and as the case may be);
Territory means the areas or market sectors specified in the Appointment Form; and
Year means the period of 12 months from the Effective Date and each consecutive period of 12 months thereafter during the period of the Contract.
2.2. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
2.3. Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2.4. A reference to writing or written includes email, but not fax, provided that any emails to be sent to Budibase shall be sent to partners@budibase.com and any emails to be sent to Introducer shall be sent to the email address specified for Introducer in the Appointment Form.
2.5. A reference to any clause is to a clause of these Conditions.
3. APPOINTMENT
3.1. Budibase appoints Introducer on a non-exclusive basis to promote the sale of the Platform by Budibase to customers in the Territory on the terms of the Contract and Introducer accepts the appointment on those terms. Nothing in the Contract or otherwise shall make Introducer or any of Introducer’s employees (if applicable) an employee or an agent of Budibase, and Introducer shall have no authority to negotiate or agree terms for the licensing of the Platform with customers.
3.2. Subject to clause 7 below, Budibase shall be free to appoint any other person as its brand introducer, partner (in the legal sense of a partnership relationship), agent, distributor, reseller or franchisee for the sale of the Platform in the Territory, and Introducer shall not be entitled to any commission on the value of sales achieved via these channels. Budibase shall be entitled to market the Platform directly to customers in the Territory, and Introducer shall not be entitled to any commission on the value of such sales.
4. INTRODUCER’S OBLIGATIONS
4.1. Consistent with its general compliance obligations under clause 11, Introducer shall comply with all the applicable obligations imposed on it by law and statute.
4.2. Except as authorised by Budibase in writing, Introducer shall not act in a way which will incur any liabilities on behalf of Budibase, pledge the credit of Budibase or commit Budibase to any contract with the customer or imply a commitment to any particular contract terms.
4.3. Introducer shall be responsible for the advertising and promotion of the Platform in the Territory and shall observe all reasonable directions and instructions given to it by Budibase in this regard. The production and use by Introducer of any advertising materials and promotional literature not provided by Budibase shall be subject to the prior written consent of Budibase.
4.4. Introducer shall indemnify Budibase against: (a) any liabilities imposed on Budibase as a result of Introducer breaching any law from time to time in force in the Territory, or any of the terms of the Contract; and (b) any liabilities incurred by Introducer on Budibase’s behalf which are not authorised under the Contract.
4.5. Introducer shall provide any professional services to any Budibase customers exercising reasonable skill and care and in accordance with good industry practice from time to time, and not make any defamatory or derogatory comments or statements about Budibase, its Platform, employees or services.
5. PRICES AND SUPPLY TERMS AND CONDITIONS
5.1. Introducer shall ensure that customers who enquire are informed that all licences for use of the Platform by Budibase shall be: (a) at Budibase’s prices negotiated directly with Budibase from time to time; (b) on Budibase’s standard terms and conditions from time to time.
5.2. Introducer shall not make any representation about the Platform other than as set out in Budibase’s standard terms and conditions and approved and most recently published marketing materials (and then in accordance with any Mandatory Policies (if any)).
6. BUDIBASE’S OBLIGATIONS
6.1. Budibase shall supply such samples, sales literature and other documentation and information and such technical, market and other support as Introducer may from time to time reasonably require for the purposes of promoting the sale of the Platform by Budibase and to enable it to discharge its duties under the Contract.
6.2. Budibase reserves the right to advertise and promote the Platform in the Territory independently of Introducer. Budibase shall provide Introducer with reasonable information on the advertising and promotion carried out by Budibase upon request.
7. DEAL REGISTRATION, COMMISSION AND PAYMENTS
7.1. In order to qualify for any commission on sales of the Platform to Customer, Introducer must first ensure that Budibase has not otherwise been introduced directly or indirectly to the customer by emailing partners@budibase.com with details of the customer and prospective opportunity. Introducer must receive prior approval from Budibase to progress the deal to ensure that it is eligible for any commission. Once approved, this customer account will become an Introducer Registered Account. An Introducer Registered Account is exclusive to Introducer for a period of 6 months following receipt of approval from Budibase after which the exclusivity will lapse unless within that period Introducer Registered Account agrees a contract with Budibase for a licence to the Platform (which Budibase shall not unreasonably delay) or an extension to the exclusivity period is agreed in writing with Budibase. It may be possible that Budibase is already engaged with a particular customer, but still requires the assistance of Introducer to close the deal. If and when this situation arises, the parties will endeavour to negotiate a new commission structure that will be less than the structure described below.
7.2. In respect of any Introducer Registered Accounts, Budibase agrees for the duration of the relevant deal registration that the Partner shall retain all professional service delivery opportunities associated with the customisation of the Budibase Platform for that particular Introducer Registered Account, excluding any Support (as defined in Budibase’s standard customer terms), or any technical professional services requests which Budibase determines (in its sole discretion, but acting in good faith) that Partner cannot reasonably or adequately fulfil.
7.3. During the term of this Contract, Budibase shall pay to Introducer as commission the Commission Percentage of the Net Revenue actually received by Budibase in respect of approved Introducer Registered Accounts introduced by Introducer and accepted by Budibase pursuant to clause 7.1, provided always that this Contract is still in force, save in situations where this Contract has been terminated pursuant to clause 9.3(g) in which case this clause shall survive. This shall be subject to a minimum level of Net Revenue as defined in the definition of Net Revenue.
7.4. Subject to clause 7.1, commission shall become due to Introducer as soon as and to the extent that Budibase receives payment in cleared funds. Where the relevant sale contract provides for payment of the price by instalments, a pro rata amount of the commission due on that contract shall become due to Introducer as soon as each instalment is received by Budibase in cleared funds.
7.5. Budibase shall pay Introducer the commission due under the Contract by no later than the end of the calendar month following the Quarter in which it became due, by issuing a self-billing invoice (in a form suitable for VAT purposes, where applicable) for the commission due to Introducer in respect of that Quarter.
7.6. Budibase shall, on issue of the commission invoice referred to in clause 7.5 above, transfer to Introducer the commission due to Introducer in respect of that Quarter.
7.7. All sums payable under the Contract are exclusive of amounts in respect of value added tax (VAT), which shall be payable at the prevailing rate (if applicable). A VAT invoice shall be provided against any payment (again as applicable).
7.8. If Budibase fails to make any payment due to Introducer under the Contract by the due date for payment, then Budibase shall pay interest on the overdue amount at the rate of 2% per annum above HSBC Bank plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. Budibase shall pay the interest together with the overdue amount.
7.9. The provisions of clause 7 shall survive termination of the Contract in relation to all sales of the Platform that have been concluded before the date of termination.
7.10. All expenses, costs and charges incurred by Introducer in performing the Contract shall be for its own account and shall not be charged to Budibase.
8. INTELLECTUAL PROPERTY AND LIABILITY
8.1. Introducer acknowledges that the Budibase Intellectual Property belongs to Budibase.
8.2. Introducer accepts that: (a) it is only permitted to use the Budibase Intellectual Property for the purposes of and during the term of the Contract and only as authorised by Budibase in writing; (b) save as provided in clause 8.2, it has and shall have no right to use or to allow others to use the Budibase Intellectual Property or any part of it. It shall not seek to register any Budibase Intellectual Property on behalf of Budibase; (c) it shall not use any trade marks, trade names or get-up which resemble the Budibase Intellectual Property and which would therefore be likely to confuse or mislead the public or any section of the public; (d) it shall not associate any trade mark or trade name of its own with the Platform or any materials used in connection therewith; (e) it shall not do or omit to do, or authorise any third party to do or to omit to do, anything which could invalidate or be inconsistent with Budibase’s ownership of or the validity and enforceability of the Budibase Intellectual Property; (f) it shall make a statement in any advertising material and promotional literature produced by or for it in connection with the Platform as to the ownership of any relevant Budibase Intellectual Property used or referred to therein.
8.3. Introducer shall notify Budibase of: (a) any actual, threatened or suspected infringement in the Territory of any Budibase Intellectual Property of which Introducer becomes aware; (b) any claim by any third party of which it becomes aware that the import or sale of the Platform into or in the Territory infringes any rights of any other person.
8.4. Introducer shall, at Budibase’s request and expense, take all such steps during the term of the Contract as Budibase may reasonably require to assist Budibase in maintaining the Budibase Intellectual Property as valid and effective, or to take or defend any court or other dispute proceedings concerning intellectual property matters.
8.5. Introducer shall, as soon as it becomes aware of any actual, threatened or suspected liability claim in respect of the Platform, give notice to Budibase of the details of the matter.
9. DURATION AND TERMINATION
9.1. The Contract shall take effect from the Effective Date. Unless terminated earlier in accordance with law or its terms, it shall continue unless and until one party gives the other party not less than 14 days’ prior written notice to terminate.
9.2. Without affecting any other right or remedy available to it, Budibase may terminate the Contract with immediate effect by giving written notice to Introducer if: (a) Introducer commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of three (3) days after being notified in writing to do so; (b) Introducer repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that Introducer’s conduct is inconsistent with Introducer having the intention or ability to give effect to the terms of the Contract; (c) Introducer takes or has taken against it any step or action in connection with its entering into administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction or Introducer takes any step or action in connection with Introducer being made bankrupt, entering any composition or arrangement with his creditors, having a receiver appointed to any of his assets, or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (d) if Introducer (being an individual) dies, or by reason of incapacity or illness (whether mental or physical) is incapable of managing his or her own affairs or becomes a patient under any mental health legislation; (e) Budibase ceases to operate the Platform; or (f) Introducer fails to discharge its compliance obligations under clause 11.
10. CONSEQUENCES OF TERMINATION
10.1. Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
10.2. On termination of the Contract: (a) Introducer shall cease to promote, market, advertise or sell the Platform; (b) Introducer shall immediately cease to describe itself as an introducer for or partner of Budibase (or any analogous term) and cease to use all of the Budibase Intellectual Property; and (c) Introducer shall at its own expense within 30 days of termination return to Budibase any advertising, promotional or sales material relating to the Platform then in the possession of Introducer, or otherwise dispose of the same as Budibase may instruct.
10.3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect, including clauses 1, 2, 4.4, 7.9, 7.10, 8 and 10 to 13 (inclusive).
11. COMPLIANCE
11.1. Each party shall at its own expense comply with and assist the other party to comply with all laws and regulations relating to its activities under the Contract, and with all and any conditions binding on it in any applicable licences, registrations, permits and approvals. Such laws shall include but not be limited to the Data Protection Act 2018 and subsequent data protection legislation applicable in the UK, the Bribery Act 2010, and the Modern Slavery Act 2015.
11.2. Introducer shall give Budibase as much advance notice as possible of any prospective or actual changes in laws and regulations applicable to the marketing of the Platform in the Territory.
11.3. Introducer shall comply with the Mandatory Polices as Budibase may update them from time to time.
12. LIMITATION OF LIABILITY
12.1. Nothing in the Contract shall limit or exclude the liability of either party for: (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); (b) fraud or fraudulent misrepresentation or wilful breach of contract or misconduct; (c) the indemnity contained in clause 4.5; and (d) any matter in respect of which it would be unlawful to exclude or restrict liability.
12.2. Subject to clause 12.1: (a) Budibase shall under any circumstances whatever be liable to Introducer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for: (i) any loss of profit, revenue, or anticipated savings; or (ii) any loss that is an indirect or secondary consequence of any act or omission of Budibase in question; and (b) the total liability of Budibase to Introducer in respect of all other loss or damage arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total amounts paid or payable by Budibase to Introducer over the period of 12 months immediately preceding the date the relevant claim or claims first arose.
13. GENERAL
13.1. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
13.2. Introducer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without Budibase’s prior written consent.
13.3. Budibase may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.
13.4. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.5. Budibase’s confidential information includes any non-public information on Budibase’s pricing or beta products or services.
13.5. Each party may disclose the other party’s confidential information: (a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 13.5; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.6. No party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Contract.
13.7. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
13.8. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
13.9. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives), provided that Budibase shall be free to generally amend these Conditions from time to time, and the amended version shall apply to any future contract signed between Budibase and Introducer on the basis of a new Appointment Form.
13.10. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not: (a) waive that or any other right or remedy; and (b) prevent or restrict the further exercise of that or any other right or remedy.
13.11. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
13.12. Any notice or other communication given to a party under or in connection with this Agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or email. A notice or other communication shall be deemed to have been received: (i) if delivered personally, when left at the address referred to in this clause 13.12; (ii) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or (iii) if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
13.13. No one other than a party to the Contract, their successors and permitted assignees, shall have any right to enforce any of its terms.
13.14. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of Northern Ireland and subject to the exclusive jurisdiction of the Northern Irish courts.