Partner Agreement

The agreement is accepted electronically in the partner console on the platform. The Hebrew version prevails.

This agreement is made between Direnium Software Services, licensed dealer no. 307880179, 23 Arlozorov St., Kfar Saba (“Direnium”), and the agency identified in the partner account on the platform (“the Partner”). It is accepted electronically: ticking the consent box in the partner console and clicking the payment button for the first seats constitute the Partner’s binding signature by a person authorized to bind it, and the acceptance, its version and its time are recorded in Direnium’s systems. Participation in the program is by Direnium’s invitation and approval only.

1. Definitions

“Platform” and “Service” — as defined in the Direnium Service Agreement (the “Service Agreement”), available at direnium.com/terms, which forms an integral part of this agreement.
“Client” — a business for which the Partner opens and operates a Client Workspace on the Platform. The Client is the Partner’s customer, not Direnium’s.
“Client Workspace” — a separate workspace on the Platform that the Partner opens for one Client, under the Partner’s account and on one Seat.
“Seat” — the right to operate one Client Workspace, including one AI Agent, one dedicated phone number and the Included Minutes. One Seat serves one business only.
“Included Minutes” — 100 call minutes per calendar month per Client Workspace, granted on each Billing Date, which are not transferable between Client Workspaces, do not accumulate and are not redeemable for money.
“Extra Agent” — an additional AI Agent inside a Client Workspace beyond the one included in its Seat.
“Partner Console” — the management screens on the Platform through which the Partner opens and manages its Client Workspaces, Seats, team and billing.
“Billing Date” — the day of the month on which the Partner’s first seat payment was made (and no later than the 28th), on which the recurring monthly charge is made. The period between two Billing Dates is a “Billing Cycle”.
“Minimum Seats” — 3 Seats, or another number stated in Direnium’s invitation to the Partner.
“Business Days” — Sunday to Thursday, 09:00–18:00 Israel time, excluding holiday eves, holidays and Saturdays.

2. The Program

2.1 Appointment. Direnium grants the Partner a non-exclusive, non-transferable right, for the term of this agreement, to offer the Service to its Clients in Israel through Client Workspaces that it opens and pays for under this agreement. The Partner may not appoint sub-partners or resellers.
2.2 Independent parties. The Partner is an independent contractor. Nothing in this agreement creates an agency, partnership, joint venture or employment relationship, and the Partner has no authority to make commitments, representations or warranties on Direnium’s behalf.
2.3 The Partner’s prices. The Partner sets its own prices to its Clients, invoices its Clients itself and bears all its own costs, taxes and obligations toward them. Direnium has no relationship with the Client in respect of payment and the Client never pays Direnium under this agreement.
2.4 What Direnium provides. Against the fees in Section 4, Direnium provides: the Platform and its updates; one Client Workspace per paid Seat, with one AI Agent, one dedicated phone number (subject to Section 2.7 of the Service Agreement) and the Included Minutes; the Partner Console; and support to the Partner on Business Days through the Platform’s support centre. Direnium does not provide support, training or onboarding directly to the Partner’s Clients.
2.5 Direct customers. A business that is a Direnium customer, or that has been in direct commercial contact with Direnium in the 12 months before the Partner opens a workspace for it, may not be served through a Seat without Direnium’s prior written approval. Direnium may decline to open, or may close, a Client Workspace that breaches this section.
2.6 Access and security. Every person who accesses the Partner Console must use a personal account with two-step verification. The Partner is responsible for every action taken through its team’s accounts and through the Client Workspaces it opens, and will remove team members who leave it without delay.
2.7 Platform changes. Direnium may change, improve and update the Platform and the Partner Console from time to time, provided the changes do not materially impair the functionality for which the Partner contracted.

3. Term and Termination

3.1 Start. The agreement starts, and the first Client Workspace may be opened, on the Partner’s first actual payment for the Minimum Seats.
3.2 Term. The agreement is for an indefinite term and renews automatically each month on the Billing Date.
3.3 Termination by the Partner. The Partner may cancel from within the Partner Console at any time. Cancellation takes effect on the next Billing Date; until then the Service continues in full and no further charges are made after that date. Direnium may terminate the agreement on 30 days’ written notice.
3.4 Immediate termination or suspension by Direnium. Direnium may suspend the Partner’s account and all its Client Workspaces, or terminate this agreement, immediately upon any of the following: (a) a material breach not remedied within 14 days of written demand; (b) a failed monthly charge not settled within 3 days; (c) a chargeback or payment dispute initiated by the Partner on a charge made under this agreement; (d) use of the Platform in breach of Section 5 or of the law, by the Partner or by any of its Clients; (e) the Partner’s insolvency, liquidation or stay of proceedings; (f) a breach of Section 2.5 or Section 8.
3.5 Effect on Client Workspaces. When the agreement ends or the Partner’s account is suspended for any reason, all its Client Workspaces pause together: agents stop answering and placing calls, and the right to use their phone numbers ends under Section 2.7 of the Service Agreement. The Partner is responsible for notifying its Clients. Direnium may, at its discretion, offer a Client to continue using the Service directly under Direnium’s standard terms; the Partner has no claim or right to compensation in respect of such an offer.
3.6 Data after termination. Within 30 days of termination the Partner may request an export of each Client Workspace’s data in standard formats. After that period Direnium may delete the data from its systems, subject to law.

4. Seats, Fees and Payment

4.1 Seat price. The monthly price per Seat is ILS 590 before VAT. From the tenth Seat onward the price per additional Seat is ILS 520 before VAT. Direnium may state a different seat price or Minimum Seats in its invitation to the Partner, and the price shown in the Partner Console at the time of payment is the binding one. All prices exclude VAT, which is added as required by law.
4.2 Minimum Seats. The Partner pays for at least the Minimum Seats every month, whether or not it has opened a Client Workspace on each of them. Seats are paid for monthly in advance and are not refundable.
4.3 Subscription billing. Charges are made by recurring credit-card authorization through Direnium’s payment processor. The first charge is made on the first payment and each subsequent charge on the Billing Date. For every successful charge a tax invoice/receipt is emailed to the billing address on the partner account.
4.4 Adding Seats or Extra Agents. The Partner may add Seats or Extra Agents at any time from the Partner Console. An addition takes effect immediately upon payment of a proportional amount for the days remaining until the next Billing Date, and from that Billing Date the addition is included in the monthly charge. Where the proportional amount is below the processor’s minimum charge, the addition takes effect without an immediate charge and is included from the next Billing Date.
4.5 Removing Seats. The Partner may reduce its Seats, never below the Minimum Seats or below the number of its open Client Workspaces. The reduced monthly charge applies from the next Billing Date; amounts already paid are not refunded. A Seat whose Client Workspace was closed remains paid until the next Billing Date.
4.6 Extra Agents. Each Extra Agent costs ILS 295 per month before VAT, is tied to the Client Workspace in which it was added, and is billed to the Partner under Section 4.4 for as long as that Client Workspace is open.
4.7 Minutes. Each Client Workspace receives its Included Minutes on each Billing Date. Minutes used beyond the Included Minutes are purchased in advance inside the Client Workspace at Direnium’s list price per minute (currently ILS 0.95 before VAT), by credit card, before the agent continues to operate. When a Client Workspace’s balance is exhausted, its calls pause automatically until a purchase or the next Billing Date. Included Minutes do not carry over from month to month, are not transferable between Client Workspaces and are not refundable. The Partner is responsible for every purchase made from a Client Workspace it opened, whether by its own team or by its Client’s users.
4.8 One business per Seat. A Seat and its Included Minutes serve the single Client for which the Client Workspace was opened. The Partner will not use one Client Workspace for several businesses, pool minutes across Client Workspaces, or open workspaces that are not operated for a real Client.
4.9 Price updates. Direnium may update the prices in this agreement on 60 days’ written notice. A Partner who does not wish to continue at the updated price may cancel within the notice period at no additional cost, effective on the Billing Date after the notice period.
4.10 Failed charges. If a monthly charge fails, Direnium notifies the Partner, and if the charge is not settled within 3 days the Partner’s account and all its Client Workspaces are paused under Section 3.5 until payment is made. For each day of delay beyond the due date the Partner bears interest at the rate set in the Adjudication of Interest and Linkage Law, 5721-1961, in addition to any other remedy available to Direnium. Direnium may release phone numbers of Client Workspaces paused for more than 14 days.
4.11 Chargebacks. The Partner will raise any billing question with Direnium before disputing a charge with its card issuer. A chargeback on a charge properly made under this agreement entitles Direnium to suspend the account immediately and to recover the disputed amount together with the processor’s fees and costs incurred.
4.12 No other fees. Direnium charges the Partner no setup, onboarding or number fees beyond the amounts in this Section. Fees the Partner charges its Clients belong to the Partner.
4.13 Refunds. Payments under this agreement are non-refundable, except with Direnium’s express written approval.

5. Responsibility for Clients and Use of the Service

The Partner opens and operates every Client Workspace, and for the purposes of the Service Agreement it is the “Customer” of each Client Workspace it opens. The parties regard this Section as a material term.

5.1 The Service Agreement applies. Sections 2, 5, 6, 8, 9 and 10 of the Service Agreement apply to every Client Workspace with the Partner in the role of the Customer, with the changes required by this agreement. In case of inconsistency, this agreement prevails for the Partner.
5.2 Flow-down to Clients. Before opening a Client Workspace the Partner will enter into a written agreement with the Client that: (a) authorizes the Partner to open and operate the workspace and to process the Client’s and its contacts’ data on the Platform, including call recordings and transcripts; (b) binds the Client to obligations at least as protective of Direnium as Sections 5 and 8 of the Service Agreement; (c) discloses that the Service is provided on Direnium’s platform; and (d) states that Direnium is not a party to the Partner’s agreement with the Client and owes the Client no direct obligation.
5.3 Lawful use. The Partner is responsible for the use of every Client Workspace complying with all applicable law, including the Protection of Privacy Law, 5741-1981; the Communications (Telecommunications and Broadcasting) Law, 5742-1982, in particular the “Spam Law” (section 30A); and the Consumer Protection Law, 5741-1981. The Partner, and through it its Client, is the “advertiser” and the originator of every call, message or contact placed from a Client Workspace, and the operator of the phone number allocated to it.
5.4 Consents and recordings. Before activating any agent the Partner will ensure that the required consents of call recipients have been obtained and documented, that dialing lists are screened against the Do-Not-Call registry, that call recording and AI use are disclosed where the law requires, and that the Client holds the rights to the content, scripts and knowledge it provides.
5.5 First-line support. The Partner provides its Clients with onboarding, training and first-line support, and is their point of contact. The Partner will not refer Clients to Direnium for support, and Direnium may refer a Client who contacts it back to the Partner.
5.6 Representations to Clients. The Partner will describe the Service to its Clients accurately and only within Direnium’s published documentation. The Partner will not promise results, availability levels, features or compliance that Direnium has not committed to in writing, and bears sole responsibility for any representation it makes.
5.7 Client users. The Partner may invite its Client’s staff to the Client Workspace. Such users see that workspace only. The Partner is responsible for their actions, for removing their access when appropriate and for ensuring they accept the Platform’s user terms on first login.
5.8 Evolving technology. The Partner acknowledges that AI systems are an evolving technology whose outputs may contain inaccuracies and that faults may occur, will monitor its Clients’ agents on an ongoing basis, and will set appropriate limits, guardrails and human oversight for each Client.
5.9 Suspension on suspicion. On reasonable suspicion of unlawful use, fraud, abuse of minutes or numbers, or a security risk in any Client Workspace, Direnium may suspend that workspace, or the Partner’s whole account, immediately on notice to the Partner, pending clarification. The Partner remains liable for all fees during a suspension caused by its or its Client’s breach.
5.10 Fraud and misuse costs. The Partner bears all costs arising from fraudulent, abusive or unauthorized use of a Client Workspace, its phone number or its minutes, including telecom charges and third-party claims, whether caused by its team, its Client or a third party who gained access through them.

6. Direnium’s Undertakings

6.1 Availability. Direnium will act to ensure average monthly availability of 99% of the Platform, excluding planned maintenance windows performed, where possible, outside main business hours.
6.2 Support to the Partner. Direnium provides support to the Partner’s team on Business Days through the Platform’s support centre.
6.3 Updates, improvements and bug fixes are made on an ongoing basis at no additional charge.

7. Data, Privacy and Information Security

7.1 Ownership. The data in each Client Workspace belongs to the Client, and the Partner holds it on the Client’s behalf. Direnium holds it as a custodian for the purpose of providing the Service and acquires no ownership rights in it.
7.2 Roles. With respect to personal data in a Client Workspace, the Client is the database owner, the Partner processes the data on the Client’s behalf under its agreement with the Client, and Direnium acts as a data processor for the Partner under Section 8.6 of the Service Agreement. The Partner represents that it holds the authority and consents required to process the data and to have Direnium process it.
7.3 Access by the Partner. The Partner and its team have access to the data of every Client Workspace they open, including call recordings and transcripts. The Partner will use that access solely to provide the Service to the Client concerned, will not use one Client’s data for another Client or for its own purposes, and will apply access controls among its team members as appropriate.
7.4 Security. Direnium applies industry-standard security measures, including encryption, tenant isolation, an authorization system and audited logs. Each Client Workspace is isolated from every other workspace, including the Partner’s other Clients.
7.5 Sub-processors and incidents. Direnium relies on third-party infrastructure, communications and cloud providers that may process the data, will provide a list of sub-processors on request, and will notify the Partner without undue delay of a security incident concerning personal data in its Client Workspaces. The Partner is responsible for notifying its Clients.
7.6 Analytics and recordings. Sections 8.7 and 8.8 of the Service Agreement apply.

8. Intellectual Property and Brand

8.1 The Platform. All intellectual-property rights in the Platform, the Partner Console, their code, design, structure, algorithms and documentation are Direnium’s exclusive property. The Partner has no rights in them beyond a limited right of use for the term of the agreement.
8.2 Brand. The Partner may describe itself as a “Direnium partner” and use Direnium’s name and logo in accordance with the brand guidelines Direnium provides. The Partner will not remove or obscure Direnium’s branding from the Platform, will not present the Service as its own product, and will not register or use any name, mark or domain confusingly similar to Direnium’s.
8.3 No competing use. The Partner will not use the Partner Console, the Platform, its documentation or any Client Workspace data to develop, train or assist a product that competes with the Platform, and will not reverse engineer, disassemble, crack, copy or create derivative works of the Platform or any part of it, except as permitted by law.
8.4 Feedback. Feedback, improvement suggestions and ideas conveyed to Direnium may be used freely by Direnium without consideration.

9. Liability and Its Limitation

9.1 The Service and the Partner Console are provided “AS IS”. Direnium does not warrant that they will be free of faults or interruptions, or that they will meet any specific business need of the Partner or its Clients.
9.2 Direnium is not liable for indirect, consequential, special or punitive damage, including loss of profits, loss of Clients, loss of goodwill, loss of data caused by a third party’s act, or costs of engaging third parties.
9.3 Direnium’s total aggregate liability to the Partner and, through it, to its Clients, on any cause of action (contractual or tortious), will not exceed the total fees paid by the Partner under this agreement in the three months preceding the event giving rise to the claim.
9.4 Direnium owes no duty to the Partner’s Clients. Any claim by a Client in connection with the Service is directed to the Partner, which will settle it at its own expense.
9.5 The limitation in this Section does not apply to damage caused intentionally.

10. Indemnification

10.1 The Partner will indemnify Direnium, its officers and employees, on first demand, for any damage, loss, expense, fine, demand or claim (including reasonable legal fees) imposed on it in connection with: the Partner’s or any Client’s breach of this agreement or of the Service Agreement; use of a Client Workspace in breach of law, including third-party claims for calls, messages, recordings or actions placed from it; content, scripts, agent configuration, knowledge or dialing lists entered into a Client Workspace; representations the Partner made to a Client; infringement of third-party rights, including breach of privacy, defamation, harassment or intellectual-property infringement; and chargebacks, fraud or misuse under Sections 4.11 and 5.10.
10.2 Direnium will notify the Partner of any claim within the indemnity within a reasonable time and allow it, subject to Direnium’s approval, to defend and conduct it.
10.3 The limitation in Section 9 does not apply to the Partner’s indemnification obligation under this Section or to its financial obligations under the agreement.

11. Confidentiality

11.1 All business, technical, financial or other information disclosed between the parties whose confidential nature is evident from its content or is designated as such, including the prices and terms of this agreement, will be kept in full confidence and not used other than for performance of the agreement. The Partner may disclose its own prices to its Clients but not Direnium’s prices to it.
11.2 The confidentiality obligation applies for the term of the agreement and for 3 years thereafter, and does not apply to information that became public other than through breach, that was already in the receiving party’s possession, or that must be disclosed by law (provided advance notice is given where permitted).

12. Force Majeure

12.1 A party is not liable for delay or non-performance of its obligations arising from circumstances beyond its reasonable control, including war, hostilities, security emergency, natural disaster, pandemic, government action, strikes, cyber attacks, failures at infrastructure, telecom or payment providers, and any similar event. The affected party will notify the other promptly and make reasonable efforts to mitigate the impact. Payment obligations for Service already provided are not excused.

13. Miscellaneous

13.1 Assignment. The Partner may not assign its rights or obligations, or any Client Workspace, without Direnium’s prior written consent. Direnium may assign the agreement as part of a general transfer of its business, on notice to the Partner.
13.2 Entire agreement. This agreement, together with Direnium’s invitation to the Partner, the seat details the Partner confirmed in the Partner Console, the Service Agreement and Direnium’s privacy policy, constitutes the entire agreement between the parties and supersedes any prior agreement, representation or undertaking, oral or written.
13.3 Changes to the agreement. Direnium may update this agreement on 14 days’ written notice (and 60 days for price updates as set out in Section 4.9). The updated agreement is presented to the Partner in the Partner Console and requires its electronic acceptance, which constitutes binding consent. The version accepted and the time of acceptance are recorded in Direnium’s systems.
13.4 Waiver and severability. A party’s failure to insist on a right is not a waiver of it. If a provision is found invalid, the remaining provisions continue in force.
13.5 Law and jurisdiction. This agreement is governed by the laws of the State of Israel, and the competent courts of the Tel Aviv-Yafo district have exclusive jurisdiction.
13.6 Notices. Notices to the Partner are sent to the billing email address on the partner account, and notices to Direnium to adir@direnium.com, and are deemed received on the Business Day after sending unless an automatic non-delivery reply is received.
13.7 Survival. Sections 3.5, 3.6, 4, 5, 7, 8, 9, 10 and 11, and any provision that by its nature is intended to survive, remain in force after termination for any reason.
13.8 Language. This agreement is also available in Hebrew. In case of any inconsistency, the Hebrew version prevails.