Partnership Agreement
indigo.ai Partner Programme
Version 1.1 of 4 August 2026 — published on indigo.ai. Previous versions remain archived and available.
This Partnership Agreement governs the indigo.ai Partnership Programme. The Partner joins the Programme by signing the Enrolment Form, which identifies the Parties, the Commencement Date and the Financial Terms, and refers to the specified version and date of this document. The Enrolment Form and this Agreement constitute a single agreement.
For the purposes of this document: ‘Indigo’ means Indigo.ai S.r.l., with registered office at Piazza Gae Aulenti 1 – Torre B, 20154 Milan (MI), REA MI-2118219; ‘Partner’ means the party joining the Partnership Programme by signing the Enrolment Form; ‘Parties’ means Indigo and the Partner; ‘Agreement’ means this Partnership Agreement, together with the Enrolment Form and the documents referred to herein; ‘Commencement Date’ means the date on which the Partner signs the Enrolment Form.
1. The Partnership Programme
1.1 By signing this Agreement, the Partner joins Indigo’s Partnership Programme: the programme through which Indigo enables qualified partners to promote, design, implement and manage the Indigo Platform (Indigo’s AI agent platform, text and voice, including licences and volumes) for their own clients.
1.2 Indigo grants the Partner, for the duration of the Agreement, a limited, revocable, non-exclusive, non-sublicensable and non-transferable licence to demonstrate and promote the Indigo Platform. No provision of the Agreement confers any rights to the Partner in respect of the source code.
1.3 The partnership is non-exclusive and does not involve the allocation of territories. Each Party remains free to promote, sell and distribute its own products and services independently.
1.4 The Partner operates as an autonomous and independent contractor, at its own risk and under its own organisation, without any relationship of subordination, agency, brokerage, franchising or distribution. The Partner may not bind Indigo or assume obligations on its behalf and, in dealings with customers, declares that it acts in its own name as a business partner of Indigo.
2. Roles of the Parties
2.1 Partner: business development within its own customer base; consultancy (assessment of use cases, design of hybrid teams comprising staff and agents, change management); system integration with customers’ technology stacks (core systems, CRM, ERP, contact centres); once Certified Partner status has been achieved, implementation, enhancement and maintenance at end customers’ premises, including staff training and first-level support.
2.2 Indigo: the platform and its development; second-level (L2) technical support; enablement and certification of the Partner’s team; invoicing and direct management of licences for end customers; co-selling on enterprise opportunities agreed in writing between the Partnership Contacts.
2.3 The services provided by the Partner to end customers (“Partner Services”) are contracted directly between the Partner and the customer, under the Partner’s sole responsibility, in accordance with applicable laws and industry professional standards.
2.4 The Partner may operate on end customers’ workspaces, including through its own development agents (coding agents) and automated tools that interface with the Platform, including via the MCP protocol, exclusively in accordance with the Platform Requirements set out in clause 12.1, which include at least: (i) the use of commercial/business accounts (not personal or consumer accounts) from the provider of each agent or model employed, in accordance with the specific account type indicated for each provider in the Platform Requirements; (ii) the exclusion of the use of data for model training as a condition of access; (iii) the Partner’s signing of the data processing agreements (DPAs) required by the relevant provider, so that the entire client-Indigo-Partner-provider chain is covered. The configuration and maintenance of a compliant framework — including accounts, data routing and restrictions on the use of data for model training — are the sole responsibility of the Partner, for each agent or tool used. Indigo is unable to verify the technical compliance of such an infrastructure and accepts no liability in this regard; the Partner represents and warrants that its agents and automated tools operate in accordance with the Platform Requirements and, upon a reasoned request from Indigo, shall provide evidence or certification thereof within the timeframe specified in the Platform Requirements. Failure to provide such evidence or certification within that timeframe shall be deemed to constitute a non-compliant setup for the purposes of this clause and clause 9.6. The use of a non-compliant setup constitutes a breach of the Agreement, and the Partner shall remain liable therefor in accordance with clause 9.6.
3. Contracts with end customers
3.1 Licences for the Indigo Platform are entered into directly between Indigo and the end customer and are governed by the relevant licence agreement between Indigo and the customer, consisting of Indigo’s standard terms and conditions or a separate agreement negotiated with the individual customer (in either case, the “Customer Agreement”). The prices for the Indigo Platform and Indigo’s professional services are determined by Indigo.
3.2 The Partner shall not resell or sub-licence the Indigo Platform, nor shall it distribute it through third parties, without Indigo’s prior written consent.
3.3 The Partner shall not make any representations or warranties regarding the Indigo Platform beyond those set out in the Customer Agreement and shall use only promotional materials supplied or previously approved by Indigo.
4. Deal registration
4.1 Partners with Certified Partner status may register business opportunities on the Indigo Platform in accordance with the operating procedure set out in the Partnership Programme Regulations (the ‘Regulations’), made available to the Partner by Indigo in a version identified and dated, attached to the Application Form and subject to update in accordance with clause 12.3. The Regulations are not published and constitute Indigo’s confidential information in accordance with Article 8.
4.2 A new opportunity in which the Partner plays an active and demonstrable role may be registered, identified by: the client and contact person, use case, estimated value and expected timeline.
4.3 Indigo shall approve or reject the registration within ten (10) working days. Rejection may be based exclusively on: (a) an opportunity already present in Indigo’s pipeline; (b) an opportunity already registered by another partner (the order of registration shall prevail); (c) a client who, at the date of registration, is already an Indigo client or is the subject of active, documented negotiations conducted directly by Indigo; (d) failure to meet the requirements set out in clause 4.2. Failure to respond within the specified timeframe does not constitute approval; upon the Partner’s request, Indigo shall provide written notification of the reason for rejection with reference to the points listed above.
4.4 Approval grants the Partner, for six (6) months, the exclusive status of referring partner for the registered opportunity; this period is renewable once, upon request, provided the opportunity is demonstrably active. If, during the protection period, the opportunity results in the signing of a Customer Contract, the customer is added to the Partner’s customer portfolio for the purposes of the Rebate (“Customer Portfolio”). If the protection period expires without a contract being signed, the registration lapses.
4.5 No Rebate shall accrue in respect of: orders secured by Indigo without the Partner’s involvement; clients who approach Indigo independently; opportunities or clients introduced prior to the conclusion of the Agreement; or clients and negotiations referred to in clause 4.3(c).
4.6 In the event of multiple registrations for the same opportunity or disputes regarding attribution, Indigo shall decide in good faith on the basis of the order of registration and the actual contribution of each Partner; the decision shall be final, except in cases of manifest error or bad faith.
4.7 A client is identified at the level of a single legal entity. For large corporate groups, the registration relates to, and the associated protection is limited to, the specific company, division or geographical area of the group and the relevant use case indicated in the registration. Different entities or divisions of the same group constitute separate opportunities, which may be registered independently, including by different partners. Inclusion in the Client Portfolio is subject to the Client Agreement entered into.
5. Rebate
5.1 The Rebate is calculated on the ARR generated by the Customer Portfolio in accordance with the rates and thresholds set out in the Financial Terms and Conditions signed by the Partner in the Application Form (the ‘Financial Terms and Conditions’). For the purposes of this Agreement: MRR refers to the monthly recurring revenue due for licences and for the contracted volumes of the Indigo Platform, in force on the first day of the month, excluding excess usage invoiced on a pay-as-you-go basis, professional services and one-off amounts; ARR refers to the MRR multiplied by twelve. For settlement purposes, the ARR is calculated on the basis of the amounts actually received by Indigo, net of VAT, discounts and credit notes.
5.2 Components of the Rebate: (i) Licence Rebate: the Tier rate applied to licence ARR; (ii) Volume Rebate: a fixed percentage, as specified in the Financial Terms, on all volume-based fees (both contracted and excess: voice traffic, chat, messaging) actually received; (iii) Professional Services Rebate: at the Partner’s request, Indigo may provide professional services to Portfolio customers, in accordance with the price list notified by Indigo from time to time; on the value of such services actually received, the Partner shall accrue the rebate specified in the Financial Terms, exclusively for services provided within the first twelve (12) months from the date each customer joins the Customer Portfolio, reported and settled in accordance with the procedures set out in clause 5.6.
5.3 The Tier is determined once a year on the basis of the total average MRR (licences and contracted volumes) for the twelve months of the relevant calendar year (or the actual months of validity, for the first year or in the event of termination during the year), multiplied by twelve. The rate corresponding to the Tier achieved applies to the entire licence ARR of the ‘ ’ Customer Portfolio for the reference year; the Volume Rebate remains, in any case, equal to the fixed rate specified in the Financial Terms, regardless of the Tier.
5.4 For each customer in the Customer Portfolio, the Rebate accrues for twenty-four (24) months from the date the customer joins the Portfolio and, beyond that period, continues to accrue for as long as the Partner continues to manage the customer operationally, providing them with Partner Services on an ongoing basis, and maintains Certified Partner status. The Rebate accrues on the full ARR generated by the customer, including upsells, cross-sells and contract expansions; however, the incremental ARR resulting from upsells, cross-sells and expansions accrues to the Certified Partner who is actively managing the customer at that time, if different from the one who introduced them. In the event of a downgrade, the ARR is recalculated based on the current subscription fee; in the event of withdrawal from or termination of the Customer Contract, the customer is excluded from the calculation basis from the effective date.
5.5 The invoicing and payment terms for end customers are set out by Indigo in the relevant Customer Contract. The Rebate accrues exclusively on amounts actually received by Indigo, limited to the fees attributable to the relevant period and irrespective of the invoicing frequency agreed with the customer; multi-year advance payments are allocated pro rata temporis over the contractual term to which they relate. No Rebate accrues on amounts not collected.
5.6 By 31 January of each year, Indigo shall provide the Partner with an annual statement of the ARR collected, broken down by customer (‘Annual Statement’). The Partner may dispute this in writing within thirty (30) days; failing this, the Statement shall be deemed accepted. In the event of a dispute persisting beyond the following thirty (30) days, the calculation shall be verified by an independent auditor appointed by mutual agreement, at the expense of the Party whose calculation deviates most significantly from the outcome of the verification; costs shall be shared equally if the established deviation is less than five per cent (5%). The Rebate shall be paid by 28 February, subject to receipt of the invoice issued by the Partner on the basis of the accepted Annual Statement; amounts received subsequently shall be paid within thirty (30) days of receipt, in accordance with the terms applicable to the relevant financial year. Indigo also provides quarterly monitoring for information purposes. The reporting and payment obligations relating to the term of the Agreement shall survive the termination of the Agreement.
5.7 Indigo may update the Financial Terms (rates, thresholds and rebate structure) subject to sixty (60) days’ written notice. Such changes shall not apply to opportunities already registered and approved, which shall remain subject to the terms and conditions in force at the time of approval. Similarly, updates to the Financial Terms shall not reduce the Rebate accrued or in the process of accruing in respect of customers already included in the Customer Portfolio, who shall continue to be governed by the terms and conditions applicable at the time of approval of the relevant registration or, in the absence of registration, at the time of their entry into the Customer Portfolio, without prejudice to the annual determination of the Tier pursuant to clause 5.3, which is carried out by applying to each customer the table of rates and thresholds applicable to them in accordance with the preceding period. Within the notice period referred to in this clause, the Partner may terminate the Agreement with immediate effect.
5.8 If, following settlement, the basis for calculating the Rebate is reduced as a result of reversals, refunds, credit notes or other accounting adjustments, Indigo may recalculate the Rebate and recover the excess amount paid, primarily by offsetting it against sums subsequently due to the Partner; where such set-off is not possible, the Partner shall repay the excess within thirty (30) days of being requested to do so.
6. Certification and Certified Partner status
6.1 The individual certification process, the requirements for achieving and maintaining Certified Partner status, and the grounds for revocation are governed by the Regulations.
6.2 Certified Partner status entitles the holder to: (i) use of the “Certified Partner” badge in accordance with Indigo’s brand guidelines; (ii) access to the deal registration referred to in Article 4; (iii) priority access to L2 support; (iv) participation in agreed co-marketing initiatives.
6.3 Certification attests solely to technical expertise on the Indigo Platform and does not confer exclusivity or preferential treatment in procurement or selection procedures.
6.4 In the event of the loss of Certified Partner status, the Partner shall cease using the badge and the benefits referred to in clause 6.2 shall be suspended (including new registrations) until status is reinstated. Registrations already approved and rebates accrued shall remain unaffected.
7. Intellectual Property and Trade Marks
7.1 The Software, the platform, the templates (including those tailored to individual clients), training materials and documentation remain the exclusive property of Indigo. Copying, the creation of derivative works, redistribution and reverse engineering are prohibited. No rights are granted to the Partner by implication or otherwise, except as expressly provided for.
7.2 The Partner shall use the Indigo trademark and the “Certified Partner” badge exclusively in accordance with the brand guidelines, for the duration of the Agreement, and shall not register or use Indigo’s names or trademarks in its own name or in its own domain names. Indigo may list the Partner, by name and logo, in the list of certified partners on its website and in Partnership Programme materials; the Partner may revoke this right at any time by written notice.
7.3 Suggestions and feedback provided by the Partner in relation to the Indigo Platform may be freely used by Indigo.
7.4 The Partner retains exclusive ownership of any intellectual property rights that existed prior to this Agreement or were developed by the Partner independently of this Agreement, including know-how, methodologies, frameworks and reusable components.
7.5 Materials and components developed by the Partner in the performance of Partner Services for the end customer are governed by the contract between the Partner and the customer and remain the property of the Partner or the customer as agreed therein; it is understood that (i) nothing herein confers upon the Partner any rights to the Platform or to Indigo’s IP referred to in clause 7.1 and (ii) any integrations or connectors created on or for the Platform are used within the scope of the relevant assignment and shall not be distributed to third parties without Indigo’s written consent.
8. Confidentiality
8.1 Each Party shall keep confidential any non-public information of the other Party of which it becomes aware in connection with the Agreement and shall use such information solely for the purposes of performing the Agreement. This does not apply to information in the public domain, information already lawfully known or received from third parties without restriction, or information whose disclosure is required by law. Upon termination, each Party shall return or destroy the other Party’s confidential information upon written request. Any confidentiality agreement entered into between the Parties shall prevail in the event of any inconsistency.
9. Liability
9.1 The Indigo Platform is provided to end customers in accordance with the terms of the Customer Agreement; Indigo makes no further warranties, express or implied, to the Partner, not least in view of the nature of the services based on artificial intelligence.
9.2 Neither Party shall be liable to the other for indirect or consequential damages, loss of profits, loss of data or business interruption.
9.3 The total liability of each Party arising from the Agreement is limited to the amount of Rebates paid or due by Indigo in the twelve (12) months preceding the event giving rise to the claim.
9.4 The limitations set out in clauses 9.2 and 9.3 shall not apply in the event of wilful misconduct or gross negligence, death or personal injury, or a breach of confidentiality obligations or intellectual property rights.
9.5 The Partner shall indemnify Indigo against any claims by third parties arising from the Partner Services or from any breach of the law by the Partner. Indigo shall indemnify the Partner against any claims by third parties alleging that the Software, when used in accordance with the Agreement, infringes the intellectual property rights of others. The indemnity provided by the Partner pursuant to the first sentence shall not be subject to the limitations set out in clauses 9.2 and 9.3.
9.6 The Partner shall indemnify Indigo against any claim, damage, penalty or cost, including legal costs, arising from the use, by the Partner or its agents and automated tools, of a configuration that does not comply with the Platform Requirements set out in clause 2.4, including the processing of personal data and the training of models carried out in breach of those requirements. This liability is not subject to the limits set out in clauses 9.2 and 9.3.
10. Anti-corruption and compliance
10.1 The Partner represents and warrants, on its own behalf and, pursuant to Article 1381 of the Italian Civil Code, on behalf of its collaborators, employees and suppliers, that it complies with applicable anti-corruption legislation, and shall immediately inform Indigo of any breach, including any potential breach, related to the Agreement.
10.2 The Partner shall comply with the applicable labour, social security and health and safety regulations in respect of its staff and shall, at its own expense, obtain the licences and authorisations necessary for its business.
11. Term, Withdrawal and Termination
11.1 The Agreement shall take effect from the Commencement Date and shall continue for an indefinite period. Either Party may terminate the Agreement at any time by giving sixty (60) days’ written notice, without any indemnity or compensation of any kind, subject to any Rebates accrued. During the first twelve (12) months from the Commencement Date, the right to withdraw referred to in this clause shall be available solely to the Partner; in any event, Indigo’s rights to terminate the Agreement pursuant to clause 11.2 and in accordance with the law shall remain unaffected.
11.2 Indigo may terminate the Agreement pursuant to Article 1456 of the Italian Civil Code, by simple written notice, in the event of a breach of clauses 2.4 (operation via automated tools and development agents), 3 (Contracts with end customers), 7 (Intellectual property and trade marks), 8 (Confidentiality) or 10 (Anti-corruption and compliance), without prejudice to compensation for damages.
11.3 Upon termination of the Agreement, for any reason: the Partner shall cease using Indigo’s badge, trade mark and materials; rebates accrued and to be accrued on approved registrations shall remain payable within the time limits set out in clause 5.4, limited to the ARR actually received by Indigo up to the expiry or termination of the relevant Customer Contracts; it is understood that, upon termination of the Agreement, the Rebate shall accrue solely for the period of twenty-four (24) months referred to in clause 5.4; the further accrual provided for therein, which is subject to the Partner’s ongoing operati l management of the customer and the maintenance of Certified Partner status, shall not apply; clauses which, by their nature, are intended to survive shall continue in force.
12. Final Provisions
12.1 Each Party shall act as an independent data controller in respect of personal data processed in connection with the Agreement, in compliance with the GDPR (Regulation (EU) 2016/679). Indigo’s privacy policy is available at indigo.ai. Should the Partner, in the performance of the Partner Services, process personal data on behalf of Indigo or access end-customers’ personal data via the Platform, the Parties shall, prior to the commencement of such processing, enter into a data processing agreement in accordance with Article 28 of the GDPR; in any event, the Partner shall comply with the requirements regarding access to, use of the Platform and data processing as communicated by Indigo (the ‘Platform Requirements’), which may be updated in accordance with clause 12.3 and which govern, amongst other things, the restrictions on the use of data for model training (including client-specific models) and the requirements for operations via automated tools and development agents referred to in clause 2.4.
12.2 Formal communications shall be made via certified email (PEC) or registered post with acknowledgement of receipt to the addresses specified in the Registration Form; operational correspondence shall be conducted via email between the Partnership Contacts.
12.3 This Agreement may only be amended in writing and signed by both Parties, save as provided for in this clause. The Regulations, brand guidelines and Platform Requirements may be updated by Indigo with sixty (60) days’ written notice, exclusively for operational and non-cost-bearing matters; the Financial Terms shall be updated in accordance with clause 5.7, with effect limited to opportunities registered and clients added to the Client Portfolio after the update takes effect, without prejudice to the provisions therein regarding opportunities already registered and the existing Portfolio. Updates shall not affect certifications already issued, registrations already approved, or the status of Certified Partner already recognised; any increase in the Minimum Threshold provided for in the Regulations shall apply to the Partner twelve (12) months after the relevant notification. This Partnership Agreement and the Platform Requirements are published and maintained by Indigo in identified and dated versions, each of which is archived and made available to the Partner; the Regulations are not published but are maintained and made available to the Partner in the same manner. Any amendment to the clauses specifically approved pursuant to Articles 1341 and 1342 of the Italian Civil Code or to the subject matter of the Agreement requires the Partner to sign the new version, with separate specific approval where applicable; in the absence of a signature within sixty (60) days of notification of the new version, the previously signed version shall remain in force between the Parties and, within the thirty (30) days following the expiry of that period, either Party may terminate the Agreement with immediate effect, without prejudice to any Rebates accrued and the provisions of clause 11.3; during the first twelve (12) months from the Commencement Date, this right shall be available solely to the Partner, in accordance with clause 11.1. Within the notice period for the update adopted pursuant to this article or clause 5.7, the Partner may terminate the Agreement with immediate effect.
12.4 The Agreement may not be assigned without the written consent of the other Party, which shall not be unreasonably withheld; Indigo may assign it to companies within its group in accordance with Article 2359 of the Italian Civil Code.
12.5 This Agreement, together with the Regulations, the Financial Terms and the documents referred to therein, constitutes the entire agreement between the Parties on the subject matter and supersedes any prior understanding. In the event of any conflict, the following shall prevail, in the order set out: the Application Form (including the Financial Terms), this Partnership Agreement, the Regulations and the Platform Requirements. Should any provision be invalid, this shall not affect the validity of the remaining provisions. Failure to object to a breach shall not constitute a waiver.
12.6 This Agreement is governed by Italian law. Exclusive jurisdiction: Milan.