Last updated : June 6th, 2026
Referral
Means the contract concluded by LOYOLY with a Prospect introduced and developed by the Partner, under the conditions set out herein.
GPT
Means these General Partnership Terms.
Client
Means a customer of LOYOLY who has subscribed to the LOYOLY solution.
Partner Account
Means the account created by the Partner on the Kiflo Platform, giving access to the Programme and to the Prospect declaration functionalities.
Kiflo / Kiflo Platform
Means LOYOLY's partner platform "Kiflo", used for partner management, Prospect declaration, tracking of Qualified Opportunities, and calculation of Fees.
LOYOLY
Means the company AURA CORP., a simplified joint-stock company registered with the Nantes Trade and Companies Register under number 889 463 519, with its registered office at 4 rue Voltaire, 44000 Nantes, France.
MDF
Means the Marketing Development Fund, i.e. the marketing budget made available by LOYOLY for the benefit of Partners who have reached the Gold Partner tier or above, under the conditions set out herein.
MRR
Means the Monthly Recurring Revenue collected by LOYOLY in respect of a Referral.
Qualified Opportunity
Means a Referral for which: (i) the Partner has declared the Prospect on the Kiflo Platform, (ii) LOYOLY has validated the Prospect on the Kiflo Platform, (iii) a sales meeting has taken place between the Prospect and a LOYOLY Sales representative, and (iv) the LOYOLY Sales representative has confirmed the existence of a genuine commercial project in their internal tool.
Tier
Means the Partner's level within the Programme, determined on the basis of the cumulative MRR generated by their Referrals. The Tiers are: Loyoly Partner, Silver Partner, Gold Partner, Platinum Partner, Elite Partner.
GTM Journey
Means the Go To Market programme, a special and optional track reserved for certain Partners selected by LOYOLY, aimed at entering new geographical or sectoral markets.
Partner
Means the person joining the Programme in accordance with the process set out in the "Access to the Programme" article.
Programme
Means the LOYOLY partnership programme governed by the GPT.
Prospect
Means a potential user of the LOYOLY solution declared by the Partner on the Kiflo Platform, with whom LOYOLY has not yet engaged in active commercial outreach and who has never been a Client of LOYOLY.
Fee
Means the commission paid by LOYOLY to the Partner in consideration of the qualified Referrals made by the Partner, in accordance with the terms set out herein.
These General Partnership Terms constitute the sole document governing the relationship between LOYOLY and any partner wishing to join the Programme. They define the terms of access to the Programme, the respective rights and obligations of LOYOLY and the Partner, and the conditions for remuneration of Referrals.
The GPT are made available on the Kiflo Platform. By accepting the GPT, the Partner waives the application of any other document ordinarily used by the Partner.
LOYOLY may amend these GPT at any time. The Partner shall be notified of any amendment by any written means (including by email or via notification on the Kiflo Platform) at least thirty (30) calendar days before the amendments take effect.
The amended GPT shall apply from their effective date. If the Partner continues to use the Kiflo Platform or to participate in the Programme after the amended GPT come into force, the Partner shall be deemed to have accepted them. If the Partner does not accept the amendments, they may terminate their participation in the Programme in accordance with the conditions set out in the "Term" article.
The LOYOLY partnership programme is accessible through the following process:
a) The applicant submits an application via the form available on LOYOLY's website;
b) LOYOLY reviews the application and notifies the applicant of the acceptance or rejection of their request. LOYOLY reserves the right to reject any application without providing reasons;
c) Upon acceptance, the applicant receives an email invitation to create their account on the Kiflo Platform;
d) Upon first logging in to the Kiflo Platform, the Partner expressly and unconditionally accepts the GPT in the version in force at the date of login.
If the Partner does not accept the GPT in their entirety, they may not access the Programme.
These GPT are entered into for an indefinite period from the date of their acceptance by the Partner.
Without prejudice to any other termination provisions set out in the GPT, the GPT may be terminated at any time by either party, without cause, by recorded delivery letter with acknowledgement of receipt or by email addressed to the other party, subject to one (1) month's prior notice.
Any declaration of a Prospect by the Partner must be made exclusively via the Kiflo Platform. Declarations made by email, telephone, or any other channel shall not be valid.
The Partner declares the Prospect on the Kiflo Platform by completing all required information (company name, contact details, sector, etc.). LOYOLY reviews the declaration and notifies the Partner of its acceptance or rejection via the Kiflo Platform, as promptly as possible.
The mere declaration of a Prospect does not confer upon the Partner any right to a Fee. Only the constitution of a Referral gives rise to an entitlement to commission, in accordance with the conditions of the "Referral Completion Procedure" article.
From the date on which LOYOLY validates the Partner's declaration of the Prospect on the Kiflo Platform, LOYOLY grants an automatically activated protection period of ninety (90) days. During this period, LOYOLY's Sales teams shall not contact the declared Prospect without the Partner's consent, and the Prospect is reserved for the declaring Partner.
If, upon expiry of the ninety (90) day period following validation of the declaration, no sales meeting has taken place between the Prospect and a LOYOLY Sales representative, the protection of the Prospect ends automatically. The Prospect is no longer reserved for the declaring Partner and may be freely contacted by LOYOLY or declared by another partner. No Fee shall be owed to the Partner in respect of that Prospect.
LOYOLY has full discretion to accept or reject Prospects declared by the Partner for any reason whatsoever, without this giving rise to any entitlement to compensation for the Partner.
A Referral is constituted and gives rise to an entitlement to a Fee if all of the following cumulative conditions are met:
(i) the Prospect has been declared and validated on the Kiflo Platform in accordance with the "Prospect Declaration Procedure" article;
(ii) the Prospect had not previously been in commercial discussions with LOYOLY, nor introduced by another partner or referrer of LOYOLY;
(iii) the Prospect has never contracted with LOYOLY;
(iv) a sales meeting took place between the Prospect and a LOYOLY Sales representative during the ninety (90) day protection period referred to in the "Prospect Declaration Procedure" article;
(v) the Prospect concludes a contract with LOYOLY within twelve (12) months of the validation of their declaration on the Kiflo Platform.
The attribution of Referrals is governed exclusively by the declaration system on the Kiflo Platform. LOYOLY accepts or rejects any lead declared via the Kiflo Platform. In the event of simultaneous declarations by several partners for the same Prospect, LOYOLY shall attribute the lead on the basis of the declaration date recorded on the Kiflo Platform, subject to validation by LOYOLY.
The LOYOLY partnership programme comprises a standard programme made up of five Tiers, determined on the basis of the cumulative MRR generated by the Partner's Referrals:
Minimum cumulative MRR
£1
> £1,000
> £2,500
> £10,000
> £20,000
Fee (% of MRR)
10%
10%
15%
20%
25%
Fee duration
12 months
12 months
12 months
12 months
12 months
LOYOLY Certification
Yes
Yes
Yes
Yes
Yes
Kiflo Platform Access
Yes
Yes
Yes
Yes
Yes
LOYOLY Slack Connect
Yes
Yes
Yes
Yes
Yes
Partner Badge
Yes
Yes
Yes
Yes
Yes
LOYOLY visibility on Partner's website
No
Yes
Yes
Yes
Yes
Dedicated Partner Manager (sales)
No
Yes
Yes
Yes
Yes
Co-marketing / MDF (LOYOLY budget)
No
No
£2,000
£5,000
£10,000
Contribution to LOYOLY roadmap
No
No
Yes
Yes
Yes
The Partner may progress through the Tiers on the basis of the cumulative MRR generated by their validated Referrals, as calculated by the Kiflo Platform. Progression is automatic once the threshold of the next Tier is reached.
When a Partner changes Tier, the Fee previously applicable to Clients already referred is not modified. Only new Referrals made under the new Tier benefit from the corresponding Fee rate.
The GTM Journey is a special programme, distinct from the standard partnership programme, reserved for certain Partners selected by LOYOLY with a view to entering new geographical or sectoral markets.
Access to the GTM Journey is decided by LOYOLY on a case-by-case basis and does not constitute a right for the Partner.
Partners admitted to the GTM Journey benefit from the following specific remuneration conditions and advantages:
Fee (% of MRR)
20%
20%
25%
25%
25%
Fee duration
12 months
12 months
12 months
12 months
12 months
LOYOLY Certification
Yes
Yes
Yes
Yes
Yes
Kiflo Platform Access
Yes
Yes
Yes
Yes
Yes
LOYOLY Slack Connect
Yes
Yes
Yes
Yes
Yes
Partner Badge
Yes
Yes
Yes
Yes
Yes
LOYOLY visibility on Partner's website
No
Yes
Yes
Yes
Yes
Dedicated Partner Manager (sales)
No
Yes
Yes
Yes
Yes
Co-marketing / MDF (LOYOLY budget)
No
No
£2,000
£5,000
£10,000
Contribution to LOYOLY roadmap
No
No
Yes
Yes
Yes
If the Partner does not generate any Qualified Opportunity during a period of twelve (12) consecutive months, LOYOLY shall automatically demote the Partner by one (1) Tier.
If a Partner is demoted from the GTM Journey, they lose their GTM advantages and rejoin the standard Programme at the Tier corresponding to their cumulative MRR, retaining their history of referred MRR.
An email shall be sent to the Partner sixty (60) days before the effective date of demotion, in order to allow them to reactivate their activity. If the situation is not remedied within that period, the demotion shall take effect automatically and the Partner shall be notified by email.
Demotion does not affect the Fee entitlements accrued in respect of prior Referrals, but the new Fee rate corresponding to the new Tier shall apply to Referrals made thereafter.
For each qualified Referral made under the GPT, LOYOLY shall pay the Partner a commission calculated in accordance with the Partner's Programme and Tier at the time of the Referral, as set out in the Tier table referred to in the "Partnership Programmes" article.
The Partner expressly acknowledges having no rights other than their right to commission, whether in respect of Prospects with whom LOYOLY subsequently maintains commercial relations or in respect of services provided by LOYOLY.
LOYOLY has full discretion to set the prices charged to referred Clients and to grant discounts or rebates without the Partner being entitled to object.
In the event that LOYOLY does not receive payment from one or more referred Clients, in particular in the event of a dispute, the Partner expressly and irrevocably waives any right of recourse against LOYOLY.
The Kiflo Platform automatically calculates the Fees owed to the Partner on the basis of validated Referrals and the MRR collected by LOYOLY. The Partner may consult the status of their commissions at any time via their Partner Account on the Kiflo Platform.
Invoicing is managed according to one of the following two methods, as chosen by the Partner on the Kiflo Platform:
a) Invoicing mandate: if the Partner has mandated LOYOLY to issue invoices on their behalf via the Kiflo Platform, LOYOLY shall automatically issue invoices corresponding to the Fees owed;
b) Partner-initiated invoicing: LOYOLY sends the Partner, via the Kiflo Platform, a quarterly request for invoice. The Partner issues the corresponding invoice and submits it to LOYOLY, either by uploading it to the Kiflo Platform or by any other means agreed between the parties.
In all cases, the Fee shall only be paid to the Partner once LOYOLY has collected the amounts due from Clients in respect of the Referrals.
LOYOLY shall settle any invoice within a maximum of thirty (30) days from receipt.
The Fee shall cease to be owed in respect of a Referral as soon as the referred Client has unsubscribed from LOYOLY's Services.
The parties expressly agree that the data collected on the Kiflo Platform and on LOYOLY's IT systems shall be deemed conclusive.
The data collected on the Kiflo Platform and on LOYOLY's IT systems shall serve as conclusive evidence of the reality of the transactions carried out under these terms (including: Prospect declarations, validations, Qualified Opportunities, MRR, Fees) and shall constitute the primary means of proof admitted between the parties.
LOYOLY undertakes to inform the Partner, via the Kiflo Platform, of any validation or rejection of a declared Prospect, of the conclusion of a contract with a referred Client, and of the details necessary for invoicing.
LOYOLY undertakes to perform its obligations with due diligence and in accordance with best practice.ithout prejudice to the other obligations set out in the GPT, each party undertakes to comply with the following obligations:
The Partner undertakes to use their best endeavours to promote LOYOLY to Prospects. They undertake to conduct their affairs in a manner that reflects favourably at all times on the services, name, and reputation of LOYOLY.
The Partner undertakes not to make any representation or warranty to Prospects with respect to the specifications, features, or capabilities of LOYOLY's services that is inconsistent with LOYOLY's own commitments.
The Partner undertakes to make active use of the Kiflo Platform to declare Prospects, track Qualified Opportunities, and manage their commissions.
The Partner declares that they have a legal status enabling them to issue invoices and receive commissions, which they undertake not to declare as employment income or salary.
The Partner is solely responsible for fulfilling all administrative, tax, and/or social formalities and for all payments of contributions, taxes, or duties of any kind incumbent upon them in connection with the performance of the GPT.
The Partner undertakes to provide LOYOLY with all supporting documents evidencing that they are up to date with their contributions.
The Partner may also implement, at their own expense, any advertising or promotional activities they wish to undertake, provided that such activities do not damage LOYOLY's brand image or its services.
Each party undertakes, in the performance of this partnership, to comply with applicable laws and regulations and not to infringe the rights of third parties or public order.
Each party undertakes to provide the other with all documents, elements, data, and information necessary for the performance of the GPT.
More generally, the parties undertake to cooperate actively with a view to the proper performance of the GPT and to keep each other informed of any difficulties relating to such performance.
LOYOLY is and shall remain the owner of the intellectual property rights in the Solution made available to the Partner, in respect of which it grants the Partner a licence to use under the terms defined herein.
LOYOLY grants the Partner, on a non-exclusive basis, worldwide and for the duration of the GPT, the right to access and use the Solution for the purposes of demonstration and promotion to Prospects.
The right of use means the right to display and present the Solution and to remotely execute all or part of the functionalities of the Solution in accordance with its intended purpose, in SaaS mode via a connection to an electronic communications network.
No rights other than those expressly referred to in this article are granted to the Partner. In particular, the Partner shall not sell, lease, lend, or share the Solution.
The parties expressly and mutually authorise each other to make use of their respective names, trademarks, and logos as well as the references of their websites, as commercial references, on any medium and in any form whatsoever, throughout the duration of the partnership.
Each party undertakes, in respect of its own activities, to comply with all applicable legal and regulatory obligations incumbent upon it in the field of personal data protection, in particular the French Data Protection Act of 6 January 1978 as amended (the "Loi Informatique et Libertés") and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (the "Applicable Regulation").
LOYOLY and the Partner are each data controllers within their respective scope of processing of personal data collected from Prospects. In this context, the Partner is the data controller in respect of Prospect data until its transmission to LOYOLY.
LOYOLY is the data controller in respect of Prospect personal data from the point of transmission by the Partner. Each party, as data controller, is responsible for:
The Partner warrants that the personal data of Prospects transmitted to LOYOLY has been collected in a lawful, fair, and transparent manner in accordance with the Applicable Regulation. The Partner also warrants that the data subjects have consented to the processing of their personal data by LOYOLY, where such consent is required by the Applicable Regulation. LOYOLY accepts no liability for any processing carried out by the Partner prior to the transmission of Prospect data to LOYOLY.
The GPT are deemed to have been entered into in consideration of the identity of the parties and, accordingly, neither party shall delegate or assign any rights under this agreement, nor entrust to a third party the performance of all or part of their obligations, without the prior written consent of the other party.
In the event of a change of control, merger, acquisition, assignment, or transfer of the Partner, its business, or its activities to another legal entity (hereinafter the "Event"), the Partner undertakes to notify LOYOLY in writing (by email or recorded delivery letter with acknowledgement of receipt) of the occurrence of the Event, wherever possible before it takes place and, in any event, no later than fifteen (15) days after it has taken place. LOYOLY shall then have a period of three (3) months from the notification to terminate the agreement by recorded delivery letter with acknowledgement of receipt addressed to the Partner. In the absence of termination in accordance with these terms within that period, the agreement shall continue in full force and effect.
Each party undertakes to keep strictly confidential all documents and information of a legal, commercial, industrial, strategic, technical, or financial nature relating to the other party that it becomes aware of in the course of entering into and performing this agreement, and not to disclose them without the prior written consent of the other party.
This obligation does not extend to documents and information:
(i) of which the receiving party was already aware;
(ii) already in the public domain at the time of communication or which subsequently enter the public domain without breach of this agreement;
(iii) received from a third party in a lawful manner;
(iv) the disclosure of which is required by judicial authorities, pursuant to applicable laws and regulations, or in order to establish a party's rights under this agreement.
This confidentiality obligation extends to all employees, collaborators, trainees, directors, and agents of the parties, as well as to their affiliated advisers and co-contractors, to whom confidential documents or information may only be disclosed if they are bound by the same confidentiality obligation as that set out herein.
This obligation shall remain in force for three (3) years following the end of the relationship between the parties.
In the event of a breach by either party of any of its obligations under this agreement, the agreement shall be automatically terminated fifteen (15) days after receipt by the defaulting party of a formal notice, which has remained without effect, sent by recorded delivery letter with acknowledgement of receipt, stating the intention to invoke this clause, without prejudice to any damages that may be claimed from the defaulting party.
In accordance with the provisions of Article 1218 of the French Civil Code, neither party shall be held liable for failure to perform its contractual obligations where such failure is attributable to an event beyond the control of the parties and constituting force majeure.
Force majeure means the occurrence of an event displaying the characteristics of unpredictability, irresistibility, and externality to the parties as ordinarily recognised under French law and by French courts. Events covered include in particular: strikes, terrorist activities, riots, insurrections, wars, governmental actions, natural disasters, or failures attributable to a third-party telecommunications provider.
The affected party must inform the other party as promptly as possible, setting out the nature of the force majeure event. The parties shall liaise to determine together the most appropriate means of mitigating, where possible, the consequences of the force majeure event or events.
If the force majeure event persists for more than one month, either party may terminate the agreement by operation of law, without judicial formality, without notice, and without entitlement to compensation of any kind, by any written means with immediate effect.
If, following a force majeure event, the affected party is prevented from fulfilling only part of its contractual obligations, it shall remain liable for the performance of the obligations that are not affected by the force majeure event and, where applicable, for its payment obligations.
Upon cessation of the force majeure event, the affected party must immediately inform the other party and resume performance of the affected obligations within a reasonable period.n the event of a breach by either party of any of its obligations under this agreement, the agreement shall be automatically terminated fifteen (15) days after receipt by the defaulting party of a formal notice, which has remained without effect, sent by recorded delivery letter with acknowledgement of receipt, stating the intention to invoke this clause, without prejudice to any damages that may be claimed from the defaulting party.
The termination of the GPT, for whatever reason, requires the Partner to remove all visibility connected to the GPT from its communications materials.
The termination of the GPT shall have no effect on the payment of Fees owed to the Partner in respect of Referrals constituted prior to the termination of the GPT, for the duration set out in the "Partnership Programmes" article and under the conditions set out in the "Financial Terms" article.
The Partner Account on the Kiflo Platform shall be deactivated following full payment of the Fees owed to the Partner.
It is expressly agreed that neither party may rely on the provisions of the GPT to claim the status of agent, representative, or employee of the other party, nor to bind the other party vis-à-vis third parties.
Under the GPT, no particular legal structure is formed between the parties, each retaining full autonomy, its own liabilities, and its own client base.
For the purposes of the performance of the GPT, notices shall be sent via the Kiflo Platform and/or by email, to LOYOLY at partners@loyoly.io and to the Partner at the email address provided upon registration on the Kiflo Platform. The parties undertake to keep their contact details up to date.
Any reference to a written means within the context of these terms shall be understood as referring to any appropriate written means, including email or any notification via the Kiflo Platform.
The GPT supersede in particular any bilateral partnership agreement previously signed between LOYOLY and the Partner. By accepting the GPT on the Kiflo Platform, the Partner acknowledges that the terms of any prior bilateral agreement cease to have effect and are replaced by these GPT.
The invalidity or unenforceability of any provision of the GPT shall not render the other provisions invalid, which shall retain their full force and effect.
In the event that one or more provisions of the agreement are deemed invalid, unlawful, or unenforceable, the other clauses shall retain their scope and effect, and the invalid, unlawful, or unenforceable provision shall be replaced by a provision determined by mutual agreement between the parties that, while being valid, lawful, and enforceable, shall be as close as possible to the intention of the parties at the time of drafting the provision deemed invalid, unlawful, or unenforceable.
The failure or waiver by a party to exercise or enforce any right conferred upon it by the GPT shall not in any circumstances be construed as a waiver of that right for the future.
These GPT are governed by and shall be construed in accordance with French law.
In the event of a dispute between the parties concerning their validity, interpretation, or performance, the parties shall endeavour to resolve their differences amicably. In the absence of an amicable resolution within one month of the first notification, the dispute shall be submitted to the exclusive jurisdiction of the Paris courts (France).
