Partner Terms

1. Parties

This Partner Agreement ("Agreement") is between Ant vs Bear Ltd, trading as Stirling Access, registered in England and Wales (registered address: 128 City Road, London, EC1V 2NX), and you, the partner ("Partner"), being the entity or individual who registers for a partner account on the Stirling Access platform.

This Agreement takes effect when you create a partner account and confirm acceptance of these terms.

2. The Stirling Access Platform

Stirling Access operates an AI-powered luxury concierge service that connects high-net-worth individuals with premium service providers across private aviation, yacht charter, luxury travel, hospitality, dining, experiences, and lifestyle services.

Our role is that of an introducer. We identify client requirements through our AI concierge and match them with the most suitable partner from our network. We do not act as agent, broker, or principal in any transaction between you and a client.

3. Partner Obligations

3.1 Service standards

As a Stirling Access partner, you agree to:

• Provide services to a standard consistent with the premium positioning of the Stirling Access brand.
• Respond to client introductions within a reasonable timeframe — typically within 2 hours during business hours and 12 hours outside business hours.
• Treat all clients introduced through Stirling Access with professionalism and courtesy.
• Honour any pricing or availability communicated to Stirling Access or directly to the client through our platform.
• Notify Stirling Access promptly if you are unable to fulfil a client request or if there is any material issue with a booking or service.

3.2 Licensing and compliance

You warrant and represent that:

• You hold all licences, permits, certifications, and insurance required by applicable law to provide the services you offer through Stirling Access. For aviation partners, this includes a valid Air Operator's Certificate (AOC) or appropriate broker authorisation. For maritime partners, appropriate maritime certifications and insurance.
• You will maintain all required licences and insurance for the duration of this Agreement and will notify Stirling Access immediately if any licence is revoked, suspended, or materially altered.
• You comply with all applicable laws and regulations, including but not limited to consumer protection, anti-money laundering, sanctions, health and safety, and data protection legislation.

3.3 Accuracy of information

You agree that all information provided to Stirling Access — including company details, service descriptions, pricing, availability, and certifications — is accurate and current. You will promptly update Stirling Access if any material information changes.

4. Commercial Terms

4.1 Framework approach

This Agreement establishes the general terms of the partnership. The commercial terms for each engagement — including referral fees, commission rates, payment terms, and any service-specific conditions — are agreed separately between Stirling Access and the Partner on a deal-by-deal or category basis (each a "Service Schedule").

A Service Schedule may be agreed in writing via email, WhatsApp message, or any other written communication between authorised representatives of both parties. Where commercial terms are agreed in writing, they are binding on both parties in accordance with the terms of this Agreement.

4.2 Referral fees

Where a referral fee or commission is agreed, Stirling Access will invoice the Partner following confirmation of a completed booking or engagement. Payment terms are as specified in the applicable Service Schedule, or 30 days from invoice date where no specific terms are agreed.

Referral fees are payable only on bookings that are completed and paid for by the client. No fee is payable on cancelled bookings unless otherwise agreed in the Service Schedule.

4.3 Alternative arrangements

Commercial arrangements may take forms other than referral fees, including but not limited to: flight hour credits, reciprocal introductions, revenue sharing, retainers, or other value exchanges. Any such arrangement must be agreed in writing as a Service Schedule.

4.4 No exclusivity

Unless explicitly agreed in a separate written agreement, this partnership is non-exclusive. Stirling Access may introduce clients to other partners offering similar services, and the Partner may accept clients from other sources.

5. Client Introductions

5.1 How introductions work

Stirling Access will introduce clients to partners via the Partner Hub, WhatsApp, email, or other channels as agreed. Each introduction will include the client's requirements as communicated to our AI concierge. The Partner is expected to respond directly to the client or via Stirling Access as appropriate.

5.2 Client ownership

Clients introduced through Stirling Access remain free to engage with any service provider of their choosing. Stirling Access does not claim exclusive ownership of client relationships. However:

• For the purposes of referral fee calculation, a client introduction is attributed to Stirling Access for 12 months from the date of the initial introduction.
• If a client returns to the Partner directly within this attribution window for the same or similar services, the agreed referral fee applies.
• After the attribution period, no referral fee is payable on direct repeat business unless a new introduction is made by Stirling Access.

5.3 Do not solicit

The Partner agrees not to actively solicit Stirling Access clients away from the platform or encourage clients to bypass Stirling Access for future bookings during the attribution period. This does not prevent the Partner from providing excellent service that naturally leads to repeat business — it only prohibits active solicitation (e.g. "next time, contact us directly to save money").

6. Data Protection

6.1 Client data

When Stirling Access introduces a client to you, we share limited personal data necessary to fulfil the client's request (typically: name, contact details, and service requirements). You agree to:

• Process client data only for the purpose of fulfilling the introduced service request.
• Not use client data obtained through Stirling Access for marketing or promotional purposes without the client's explicit consent.
• Handle all personal data in accordance with the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and any applicable data protection legislation.
• Implement appropriate technical and organisational security measures to protect client data.
• Notify Stirling Access within 24 hours of becoming aware of any personal data breach affecting data received through our platform.
• Delete or return client data upon request from Stirling Access or as required by applicable law.

6.2 Partner data

Stirling Access processes partner data (company details, contact information, service offerings, and performance metrics) in accordance with our Privacy Policy. Partner data may be displayed on the Stirling Access platform and shared with clients as necessary to facilitate introductions.

7. Branding and Publicity

• The Partner may state that they are a "Stirling Access Partner" or "Stirling Access Approved Partner" (where applicable) in their own marketing materials, provided such use is accurate and not misleading.
• The Partner may not use the Stirling Access logo, name, or branding in any way that implies endorsement, ownership, or exclusivity without prior written approval.
• Stirling Access may list the Partner on its platform, website, and marketing materials as part of its partner network.
• Either party may issue a press release or case study referencing the partnership only with the prior written consent of the other party.

8. Liability and Indemnity

8.1 Partner liability

The Partner is solely responsible for the services it provides to clients. Stirling Access has no liability for the performance, quality, safety, or outcome of any service provided by the Partner.

8.2 Indemnity

The Partner agrees to indemnify, defend, and hold harmless Ant vs Bear Ltd, its directors, employees, and agents from any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from:

• The Partner's provision of services to any client introduced through Stirling Access.
• Any breach of this Agreement by the Partner.
• Any breach of applicable law or regulation by the Partner.
• Any claim by a client relating to the Partner's services.

8.3 Stirling Access liability

Stirling Access's liability under this Agreement is limited to direct losses caused by our negligence or breach of this Agreement. Our total aggregate liability shall not exceed the total referral fees paid by the Partner to Stirling Access in the 12 months preceding the event giving rise to the claim, or £1,000, whichever is greater.

Stirling Access shall have no liability for: the volume, quality, or suitability of client introductions; any loss of expected revenue or bookings; platform availability or downtime; or any indirect, consequential, or special losses.

9. Confidentiality

Each party agrees to keep confidential any non-public information received from the other party in connection with this Agreement, including but not limited to: commercial terms, referral rates, client data, business strategies, and proprietary technology.

This obligation does not apply to information that: is or becomes publicly available through no fault of the receiving party; was already known to the receiving party; is independently developed by the receiving party; or is required to be disclosed by law.

Confidentiality obligations survive termination of this Agreement for a period of 2 years.

10. Term and Termination

10.1 Duration

This Agreement begins on the date the Partner creates an account and continues until terminated by either party.

10.2 Termination by either party

Either party may terminate this Agreement at any time by giving 30 days' written notice to the other party (email is sufficient).

10.3 Immediate termination

Stirling Access may terminate this Agreement immediately if:

• The Partner breaches any material term of this Agreement.
• The Partner loses any licence, certification, or insurance required to provide its services.
• The Partner engages in conduct that brings or is likely to bring Stirling Access into disrepute.
• The Partner becomes insolvent, enters administration, or ceases to trade.

10.4 Effect of termination

On termination:

• All outstanding referral fees for completed bookings remain payable.
• The Partner must cease using the Stirling Access name and branding.
• Client data received through Stirling Access must be handled in accordance with applicable data protection law (retained only where a legitimate legal basis exists).
• Sections 6 (Data Protection), 8 (Liability and Indemnity), and 9 (Confidentiality) survive termination.

11. Dispute Resolution

In the event of any dispute arising from this Agreement, the parties agree to first attempt to resolve the matter through good-faith negotiation. If the dispute is not resolved within 30 days, either party may refer the matter to mediation before commencing legal proceedings.

12. General

12.1 Entire agreement

This Agreement, together with any Service Schedules agreed between the parties, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements relating to its subject matter.

12.2 Amendment

Stirling Access may amend these terms with 30 days' notice to active partners. Continued use of the Partner Hub or acceptance of new client introductions after the effective date constitutes acceptance of the amended terms.

12.3 Assignment

The Partner may not assign or transfer this Agreement without the prior written consent of Stirling Access. Stirling Access may assign this Agreement to any successor entity.

12.4 Waiver

Failure by either party to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provision.

12.5 Severability

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

13. Governing Law

This Agreement is governed by the laws of England and Wales. Any dispute shall be subject to the exclusive jurisdiction of the courts of England and Wales.

14. Contact

For questions about these partner terms:

Ant vs Bear Ltd
128 City Road
London, EC1V 2NX
United Kingdom
[email protected]