Agency and White-label Addendum

This Addendum forms part of the agreement when a specific version is included in the Order and document set that the customer (the "Agency") expressly accepts, or in an actually signed agreement document. It governs agreed use for End Customers, resale and approved white-label functionality, and supplements the Service Terms. Preferium AS supplies the underlying platform, also when the Service is reached through an Agency-branded domain or panel.

In the white-label model the Agency connects its own Stripe account, builds its own packages at its own prices and gives each End Customer a branded panel. The End Customer connects a website with one DNS record and sees only the Agency. Preferium AS is the platform supplier and contracts only with the Agency. Preferium has no contract with, owes no contractual duty to and accepts no contractual liability towards the Agency's End Customers, who are not third-party beneficiaries of the agreement; the Agency alone is responsible towards its End Customers for the service it resells, its prices, its promises and its support. This does not affect the duties Preferium owes as a processor or subprocessor under the Data Processing Agreement and data-protection law, which apply on their own terms and prevail over this Section for the processing of personal data, nor any liability that cannot lawfully be excluded.

The Agency acts as an independent service provider and reseller, not as Preferium's agent, representative, partner, franchisee or employee. The Agency cannot bind Preferium, change our terms, or give guarantees of ranking, uptime, functions or platform approval beyond Preferium's written commitments.

The Agency sets its own resale prices, packages and terms, invoices the End Customer and is responsible for its own taxes, refunds, chargebacks, support promises, service levels and marketing claims. Payments between the Agency and its End Customers run through the Agency's own Stripe or other payment provider account under that provider's terms; Preferium does not receive, hold or guarantee those payments and is not liable for the payment provider's actions, including payout holds, disputes, fees or account restrictions. Preferium is not party to the Agency's End Customer agreement unless agreed in writing, and any guarantee, service level or promise the Agency gives its End Customers beyond Preferium's written commitments to the Agency is given at the Agency's own risk and cost.

Before a domain is connected, the Agency must have a written agreement with the End Customer that at least:

• gives the necessary authority to analyze the website, connect DNS, retrieve the agreed Google data and publish edge changes
• binds the End Customer to the relevant parts of the Acceptable Use Policy, the AI restrictions, intellectual property, the sanctions rules and the privacy requirements
• states that the Agency, not Preferium, provides support, invoices and is responsible towards the End Customer, and that the End Customer has no contractual claim against Preferium
• gives correct privacy and cookie information and identifies Preferium and active subprocessors where the law requires it
• promises no more than the Agency itself is entitled to deliver
• contains disclaimers and limitations of liability towards the End Customer that are no less protective of Preferium than Sections 15 to 17 of the Service Terms, including that no ranking, traffic, uptime or AI-accuracy guarantee is given

The Agency must be able to document its authority on request. White label may not be used to conceal an identity, a data flow or an AI provider that must be disclosed by law.

The Agency's legal identity, agreed role and authority to act for the End Customer must be documented. Where the Agency is a processor, the relevant End Customer controllers and the chain of instructions must be apparent from the contractual basis. Confirmation of an email address alone does not document that the Agency can bind an End Customer or give instructions on its behalf.

Roles follow the actual processing. The End Customer is normally the controller for data about visitors to its own website. The Agency may be a processor for the End Customer and Preferium a subprocessor. For accounts, billing, security and its own business purposes, Preferium is an independent controller.

Where the Agency is a processor, the Agency confirms that the End Customer has approved Preferium and our further subprocessors in writing. The Agency must pass on documented instructions, assist with rights requests, incidents, audits and deletion, and enter into an agreement that satisfies Article 28 GDPR. The Data Processing Agreement applies with the "Customer" as controller or processor and Preferium as processor or subprocessor, according to the actual role.

Preferium grants the Agency a limited, non-exclusive, revocable and non-transferable right to use approved white-label functionality and materials during the term of the agreement. The licence does not include Preferium's source code, models, methods or trademarks without separate approval.

The Agency keeps its own marks and grants Preferium the right to display them only to deliver the white-label service. The Agency must comply with technical quality requirements, must not remove legally required notices and must not create the impression that Google, Microsoft, OpenAI or other platforms endorse or certify the solution.

The Agency is the first line for the End Customer's commercial questions and ordinary support unless the Order says otherwise. Preferium may contact the End Customer directly where reasonably necessary for domain validation, security, privacy, incident handling, legal requirements or service continuity. Such contact does not create a direct customer relationship with, or any duty or liability of Preferium towards, the End Customer.

The Agency is responsible for all End Customer workspaces, users, instructions, publications and integrations under the Agency's account. Preferium may restrict one workspace without stopping the rest where this is possible and sufficient.

Measures in an End Customer's website or workspace require the necessary authority and technical access. Notification, export and termination are documented for each affected system; a recorded case does not alone document that the action has been carried out.

The Agency must use truthful, substantiated claims and comply with marketing, consumer, privacy and platform rules. The Agency must not promise specific ranking, traffic, AI citation, revenue or compatibility; describe the Service as approved by a search or AI platform; conceal that content is commercial where disclosure is required; or use fake reviews, references or results. The Agency must not claim that AI performs every SEO task or that ranking improvement is guaranteed.

Preferium may require correction of material that misdescribes the platform and stop use of our marks in the event of material or repeated breach.

The Agency is responsible for the End Customer's actions and omissions as if they were its own. The Agency will defend, indemnify and hold harmless Preferium against all claims, demands, fines, damages, settlements and reasonable costs (including legal fees) arising from claims by End Customers or other third parties that are caused by missing End Customer authority; the Agency's agreements, prices, service levels, guarantees or promises; End Customer websites, content or instructions; downtime, defects, lost rankings or other loss that an End Customer claims from the Agency; unlawful marketing; deficient privacy information or consent; taxes, refunds or chargebacks; or failure to flow down contractual requirements. Section 16 of the Service Terms governs the procedure.

Sections 15 to 17 of the Service Terms (warranties, indemnities and limitation of liability), including the aggregate cap and its exceptions, apply to all claims under this Addendum. Preferium's aggregate liability towards the Agency is not increased by the number of End Customers or workspaces the Agency operates. Nothing limits the mandatory rights of data subjects or authorities.

When the Agency's white-label right ends, the Agency must stop new sales and stop using Preferium's brand and materials. The parties follow the exit and data process of the Service Terms for each End Customer workspace. Preferium may offer an End Customer a direct transition only with the Agency's consent, where the Order allows it, or where necessary to avoid unlawful processing or serious security or operational risk.

The Agency must give End Customers timely and neutral information about DNS, export, termination and whom to contact. Neither party may use the termination for misleading or reputationally damaging communication.

Questions about this Addendum: info@preferium.com.