Goldphish Reseller Programme Terms

These Goldphish Reseller Programme Terms (these “Terms”) govern participation in the

Goldphish Reseller Programme and the purchase and resale of the Services. Together with the Reseller Agreement Form where executed, the Partner Tier Programme and any applicable Order, these Terms form the“Agreement” between Goldphish Ltd (“Goldphish”) and the Reseller.

This Agreement is separate from, and does not replace, the agreement between

Goldphish and its end users (the “EULA” or “Terms of Service”), which each Customer must

accept to access the Services.

1. Definitions and Interpretation

The following definitions apply:

Agreement: These Terms, together with the Reseller Agreement Form (Schedule 1) where executed, the Partner Tier Programme (Schedule 2) and any applicable Order.

Authorised Distributor: A distributor appointed by Goldphish under a separate agreement to sell Services to Indirect Resellers.

Authorised Users: The individual users within a Customer permitted to access or use the Services under an Order.

Customer: An end user purchasing Services from the Reseller.

Direct Reseller: A Reseller that purchases the Services directly from Goldphish and has executed Schedule 1.

EULA: The Goldphish end user licence agreement/terms of service. Goldphish: Goldphish Ltd, a company registered in England and Wales (10333752).

Indirect Reseller: A Reseller that purchases the Services through an Authorised Distributor and has accepted these Terms under clause 2.2.

Intellectual Property Rights: Patents, copyright, trade marks, database rights, design rights, rights in confidential information and all similar rights anywhere in the world, whether registered or not.

Order: An order for Services placed by or on behalf of the Reseller through the Goldphish platform, or as otherwise agreed in writing, and accepted in accordance with clause 5.2.

Partner Discount: The discount applicable to a Direct Reseller, determined by its tier under the Partner Tier Programme (Schedule 2, Part A), as determined by Goldphish and notified to the Reseller in accordance with clause 14.4.

Partner Tier Programme: The tiered partner discount and support structure for Direct Resellers set out in Schedule 2, Part A.

Reseller: The entity identified in Schedule 1 or, for an Indirect Reseller, the entity that has accepted these Terms under clause 2.2.

Services: Collectively: (i) Goldphish Premium – SaaS platform with all features; (ii) Goldphish Managed – managed awareness training service delivered by Goldphish (“Managed Services”); and (iii) Goldphish Content – licensed e-learning modules and materials for Customer use in their own LMS or platform (“Goldphish Content”).

Subscription Term: The period for which Services are licensed under an Order, as stated in that Order.

Territory: The territory stated in Schedule 1 or, where none is stated (including for Indirect Resellers), worldwide. The appointment is non-exclusive in all cases. Interpretation rules: “including” means “including without limitation”; references to “writing” include email.

2. Appointment of Reseller

2.1 Appointment. Goldphish appoints the Reseller as a reseller of the Services in the Territory on the terms of this Agreement.

2.2 Direct vs Indirect. These Terms apply to Direct and Indirect Resellers alike, save where stated otherwise. A Direct Reseller accepts them by executing Schedule 1. An Indirect Reseller accepts them by placing its first Order on the Goldphish platform after being given these Terms, and is then bound directly to Goldphish, independently of its agreement with the Authorised Distributor.

2.3 Reseller Obligations. The Reseller shall:

(a) ensure Customers accept the EULA before accessing the Services;

(b) comply with the Programme Requirements in Schedule 2, Part B;

(c) register deals with Goldphish using the deal registration method Goldphish designates from time to time or, in the case of Indirect Resellers, in the Authorised Distributor’sdesignated system;

(d) manage Customer renewals in good faith;

(e) conduct business honestly and not misrepresent Goldphish;

(f) only use Goldphish trade marks, materials, or branding in accordance with Goldphish’sguidelines; and

(g) not sell via agents or sub-resellers without Goldphish’s prior written consent.

2.4 Managed Services Delivery. Where Goldphish delivers Managed Services, the Reseller remains the commercial account owner. Goldphish will deliver services either under the Goldphish brand or in a white-labelled capacity, depending on how the Reseller positions the Services to Customers.

2.5 Content Restrictions. Goldphish Content is licensed strictly for internal Customer training. The Reseller and Customers may not:

(a) modify, white-label, or rebrand Goldphish Content;

(b) redistribute, sublicense, or share Goldphish Content beyond the licensed Customer

LMS; or

(c) copy or create derivative works of Goldphish Content.

3. Communications and Support

3.1 Customer Communications. The Reseller shall not represent itself as an agent of Goldphish or make commitments on Goldphish’s behalf.

3.2 Support. The Reseller shall carry out initial onboarding and set-up for each Customer. Goldphish shall provide first-line product and technical support directly to Customers through the platform support chat and Support Centre. The Reseller remains responsible for all account, billing, and renewal issues.

3.3 Publicity. Goldphish may publicly identify the Reseller as a partner and may use theReseller’s name and logo in promotional materials, subject to Reseller’s prior written consent. The Reseller may identify itself as a Goldphish reseller, subject to Goldphish’sbrand guidelines.

4. Exclusivity and Deal Registration

4.1 No Exclusivity. This Agreement is non-exclusive in all cases. Subject to clause 4.2, Goldphish may contract directly with Customers, work with other resellers, or appoint additional distributors at any time.

4.2 Deal Registration. A deal validly registered by the Reseller under clause 2.3(c) and accepted by Goldphish shall be protected for ninety (90) days from acceptance, during which Goldphish shall not knowingly sell directly to that prospect or accept a competing registration for it from another reseller. The period may be extended by written agreement.

5. Payments and Payment Terms

5.1 Fees. For Direct Resellers, pricing and fees are based on Goldphish’s then-current list prices, less the Partner Discount. For Indirect Resellers, pricing and fees are set by the Authorised Distributor. Fees apply to all Services. Goldphish may update list prices with sixty (60) days’ prior notice by email. Any change to list prices shall not apply to an Order already accepted until the end of its current Subscription Term.

5.2 Orders.

(a) Customers may request licences through the Goldphish platform. Such requests will not result in automatic provisioning and must be authorised and assigned by the applicable Reseller.

(b) Direct Resellers may order and authorise licences directly through the Goldphish platform. Once authorised by the Direct Reseller, licences are automatically provisioned to the Customer, and Goldphish shall invoice the Direct Reseller accordingly.

(c) Indirect Resellers may order and authorise licences through the Goldphish platform. Once authorised by the Indirect Reseller, licences are automatically provisioned to the Customer, and Goldphish shall invoice the Authorised Distributor accordingly.

(d) All Orders must specify the Service type, number of licences, Customer details, and applicable Subscription Term. An Order is accepted when the licences are provisioned under clause 5.2(b) or 5.2(c).

5.3 Reseller Pricing.

(a) The Reseller may determine resale prices to Customers at its discretion.

(b) The Reseller bears all credit risk and responsibility for collecting payments from

Customers. Goldphish shall have no obligation to refund or offset fees, or to cease

providing Services, if a Customer fails to pay the Reseller.

(c) Tier-Based Pricing. Where the Reseller participates in the Partner Tier Programme (Schedule 2, Part A), the Partner Discount applied to Orders shall be the discount for the Reseller's then-current tier, notwithstanding any percentage recorded in Schedule 1.

5.4 Invoicing and Payment. Goldphish shall invoice each Direct Reseller monthly in arrears for all licences provisioned under clause 5.2(b) during the preceding month, including renewals. Each licence is charged at its annual per-user fee for a twelve (12) month Subscription Term from the date it is provisioned. From the date Goldphish notifies the Reseller that pro rata licensing is available on the Goldphish platform, additional licences provisioned to a Customer during its Subscription Term are instead charged pro rata to the end of that Customer’s current Subscription Term, and their Subscription Term ends on that date. Invoices are issued in USD and payable within thirty (30) days of the invoice date. Indirect Resellers are invoiced by their Authorised Distributor on the terms agreed between them.

5.5 Reporting. The Reseller shall provide sales or usage reports as reasonably requested by Goldphish to verify compliance with this Agreement.

5.6 Verification of Self-Hosted Deployments. Where Goldphish Content is licensed for a non-Goldphish platform, Goldphish may confirm the number of Authorised Users with the Customer, directly or through the Reseller, at onboarding and each renewal. If that number exceeds the volume in the Order, Goldphish shall notify the Reseller and may require a further Order for the excess. If none is placed within thirty (30) days, Goldphish may suspend or terminate that Customer’s licence. The Reseller has no liability for excess usage until such an Order is placed, unless it knew of or authorised that usage. Goldphish’s rights against the Customer under the EULA are unaffected.

5.7 Late Payments and Suspension. Overdue amounts accrue interest at eight percent (8%) per annum above the Bank of England base rate, from the due date until paid. For each overdue invoice, Goldphish may also charge a fixed late payment fee of USD 50 where the invoice is less than USD 1,000, USD 90 where it is from USD 1,000 to USD 9,999.99, and USD 130 where it is USD 10,000 or more, together with its reasonable costs of recovering the debt. If undisputed invoices remain unpaid thirty (30) days after the due date, Goldphish may, on seven (7) days' written notice to the Reseller, suspend Customer access or terminate this Agreement.

5.8 Taxes. All fees are exclusive of applicable taxes. The Reseller is responsible for all taxes, duties, and levies arising from resale of the Services in its Territory.

5.9 Refunds. Fees are non-cancellable and non-refundable, except under clause 11.4 or where required under the EULA. A Reseller that receives a refund under the EULA shall promptly pass the corresponding amount to the relevant Customer.

6. Intellectual Property

6.1 Ownership. All Intellectual Property Rights in the Services remain the sole property of Goldphish.

6.2 Grant of Rights. Goldphish grants the Reseller a non-exclusive, non-transferable right, during this Agreement, to market and resell the Services in the Territory and to use any not-for-resale licences for internal training and demonstration only. Customers’ rights to use the Services come from Goldphish under the EULA. The Reseller has no other rights in the Services.

6.3 Feedback. Feedback provided by the Reseller may be freely used by Goldphish.

7. Protection

7.1 Data Roles. Goldphish and the Reseller each act as independent controllers of Customer data, limited to first name, last name, email address, and learning and phishing metrics.

7.2 Compliance. Each party warrants compliance with applicable data protection laws, including the UK GDPR, EU GDPR (where applicable), and equivalent data protection laws in the Territory.

7.3 Security. Each party shall implement and maintain appropriate technical and organisational measures to protect Customer data against unauthorised access, loss, or disclosure.

7.4 Breach Notification. Each party shall promptly notify the other of any personal data breach affecting Customer data and provide all information reasonably required for the other party to meet its legal obligations.

7.5 Cross-Border Transfers. Where Customer data is transferred by a party outside the UK or EEA, that party shall ensure that such transfers are subject to a valid transfer mechanism recognised under applicable data protection laws.

7.6 Restrictions. Customer data may not be sold or used for any purpose other than delivery of the Services.

8. Compliance

8.1 General Compliance. Each party shall comply with all applicable laws, including export control, anti-bribery, and anti-corruption laws such as the UK Bribery Act and the US Foreign Corrupt Practices Act.

8.2 Certification. Goldphish may request certification of compliance on reasonable notice.

9. Confidentiality

9.1 Confidential Information. Each party shall treat all information disclosed by the other party under or in connection with this Agreement that is marked as confidential, or would reasonably be regarded as confidential, including pricing and Partner Discounts (“Confidential Information”), as strictly confidential, using at least reasonable care.

9.2 Carve-Outs. Confidential Information shall not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) is required to be disclosed by law, court order, or regulatory authority, provided that the receiving party(where legally permitted) gives prompt notice and cooperates with the disclosing party.

9.3 Duration. Confidentiality obligations survive for five (5) years from disclosure, or for as long as the information remains a trade secret.

9.4 Return or Destruction. Upon termination of this Agreement, each party shall return or securely destroy the other’s Confidential Information upon request, save that one copy may be retained for legal or compliance purposes.

9.5 Use of Customer Information. Goldphish may use Customer contact information as necessary to maintain continuity of the Services where (a) this Agreement terminates, or (b) the Reseller ceases to trade or materially fails to support its Customers.

10. Warranties

10.1 Mutual Warranties. Each party warrants that it has full authority to enter into this Agreement.

10.2 By Goldphish. Goldphish warrants that: (a) it has the right to grant the rights set out in this Agreement and the EULA; and (b) the Services will materially conform to any official Goldphish documentation.

10.3 Disclaimer. Except as expressly stated in this Agreement, all warranties, conditions, and representations are excluded to the maximum extent permitted by law.

11. Indemnity

11.1 By Goldphish. Goldphish shall indemnify and hold harmless the Reseller againstthird-party claims that the Services, as provided by Goldphish, infringe any copyright, trade mark, or other Intellectual Property Rights, provided that the Reseller: (a) promptly notifies Goldphish of the claim; (b) allows Goldphish sole control of the defence and settlement; and (c) provides reasonable cooperation at Goldphish’s expense.

11.2 By Reseller. The Reseller shall indemnify and hold harmless Goldphish againstthird-party claims arising from the unauthorised distribution, reproduction, or alteration of Goldphish Content by the Reseller, its Customers, or their Authorised Users, in breach of clause 2.5.

11.3 Exclusions. Neither party shall be required to indemnify the other to the extent a claim arises from the other party’s negligence, wilful misconduct, or breach of this Agreement.

11.4 Remedies. If the Services become, or in Goldphish’s reasonable opinion are likely to become, the subject of a claim under clause 11.1, Goldphish may at its option and expense:(a) procure the right for the Reseller and Customers to continue using the Services; (b)modify or replace the affected Services so that they are non-infringing without materially reducing their functionality; or (c) if neither is reasonably practicable, withdraw the affected Services and refund the fees paid to Goldphish for the unexpired part of the affected Subscription Term.

11.5 Procedure. The conditions in clause 11.1(a) to (c) apply to any claim under clause 11.2, with references to Goldphish and the Reseller reversed.

12. Limitation of Liability

12.1 Disclaimer. Except as expressly set out in clause 10.2 and the EULA, the Services are provided “as is”.

12.2 Cap. Except for liability arising from (i) a breach of Section 9 (Confidentiality), or (ii) Goldphish’s indemnity under clause 11.1, each party’s total aggregate liability under this Agreement shall not exceed the total fees paid or payable to Goldphish, whether directly or through an Authorised Distributor, in respect of the Reseller’s Orders in the twelve (12) months preceding the claim. This clause 12.2 does not limit the Reseller’s obligation to pay fees properly due under this Agreement.

12.3 Exclusions. Nothing in this Agreement limits liability for death, personal injury, or fraud.

12.4 Indirect Loss. Subject to clause 12.3, neither party shall be liable for any loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss, arising under or in connection with this Agreement. This clause does not limit the Reseller’s liability for fees due or for breach of clause 2.5.

13. Term and Termination

13.1 Commencement. This Agreement commences on execution of Schedule 1 (for Direct Resellers) or on acceptance under clause 2.2 (for Indirect Resellers), and continues until terminated.

13.2 Termination. Either party may terminate: (a) for cause, if the other materially breaches and fails to cure within thirty (30) days; or (b) for convenience, on sixty (60) days’ written notice.

13.3 Tier-Specific Termination. Goldphish may terminate this Agreement on the grounds and notice periods set out in Schedule 2, Part A, clauses 1.2(e) and 1.2(f) (Silver Tier probation and review).

13.4 Effects of Termination. On termination: (a) Customers retain access until the end of their paid term; (b) Goldphish may contact Customers directly to the extent necessary to maintain continuity of the Services and prevent loss of access; and (c) the Reseller shall provide such reasonable cooperation as is necessary to give effect to clause 13.4(a), including where a Customer elects to transfer to Goldphish or another reseller.

13.5 No Compensation. No compensation shall be payable to the Reseller on termination.

13.6 Survival. Clauses 2.5, 5.4 to 5.9, 6.1, 7, 9, 11, 12, 13.4, 13.5, this clause 13.6, and 14 survive termination of this Agreement, together with any other provision that by its nature is intended to survive.

14. General

14.1 Relationship. This Agreement does not create a partnership, joint venture, or agency relationship.

14.2 Governing Law and Jurisdiction. This Agreement is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction. Before commencing proceedings (other than for urgent injunctive relief), the parties shall attempt in good faith to resolve any dispute through their senior representatives for a period of thirty (30) days.

14.3 Assignment. Neither party may assign this Agreement without the other party’s prior written consent, such consent not to be unreasonably withheld or delayed, save that either party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. For the avoidance of doubt, an Indirect Reseller’s obligations under this Agreement survive termination or assignment of any agreement with an Authorised Distributor.

14.4 Notices. Notices may be given by email to the address set out in Schedule 1 or, for Indirect Resellers, the email address registered on the Goldphish platform (or, in either case, as updated by written notice), and shall be effective on the date of delivery. Goldphish’s address for notices is info@goldphish.com.

14.5 Updates to these Terms. Goldphish may update these Terms and Schedule 2 from time to time by giving the Reseller at least thirty (30) days’ written notice by email. Each update takes effect on the date stated in the notice. No update shall apply to an Order already accepted for the remainder of its current Subscription Term. If an update materially and adversely affects the Reseller, the Reseller may terminate this Agreement without penalty by written notice given before the update takes effect.

14.6 Variation. Except for updates made under clause 14.5, this Agreement may be varied only by written agreement signed by both parties.

14.7 Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes any prior arrangement between them. Nothing in this clause limits liability for fraudulent misrepresentation.

14.8 Order of Precedence. If there is a conflict between the documents forming this Agreement, the following order of precedence applies, save where a clause expressly provides otherwise (including clause 5.3(c)): (a) Schedule 1; (b) these Terms; (c) Schedule 2; and (d) any Order.

14.9 Third-Party Rights. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

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

14.11 Force Majeure. Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, provided it notifies the other promptly and uses reasonable efforts to mitigate the effect. This clause does not apply to payment obligations. If the event continues for more than sixty (60) days, either party may terminate this Agreement on written notice.

Last Updated: 30 October 2026