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MARKSTER · PARTNER LEGAL TERMS

Services Schedule

Effective 1 August 2026 · Version B1.1

1. Two service relationships

A partner may provide its own services directly to a customer under its own contract. That partner determines its fee, bills the customer, handles its taxes, delivers and supports its work, and is responsible for its promises. Markster is not a party to that services contract and owes no service fee. The partner must distinguish its services from Markster's subscription and obtain the customer's authorization before accessing its account or data. A referral commission exists only under a separately signed affiliate/referral arrangement; a service contract does not create one.

When Markster hires the partner, both parties sign a Work Order incorporating Partner Terms B1.1 and this schedule before work starts. Sections 2–6 below govern that commissioned work. No service is ordered merely by signing an Enrollment or discussing a possible project.

2. The Work Order

The Work Order identifies the actual deliverables or authorized time, completion criteria, delivery date or working period, dependencies, nonzero fee or rate and authorized quantity, currency, and any specifically approved expenses. It states any different payment milestones, special intellectual-property terms or customer-specific data instructions. Ordinary provisions in this schedule need not be selected again. The order must identify both parties and attach any legally required service-value or payment information before work begins.

The partner performs professionally, with reasonable skill and care, using personnel qualified for the work and materials it is entitled to supply. It remains responsible for subcontractors and first obtains consent before giving them confidential information or customer-system access. Markster supplies the agreed inputs and access on time. A material dependency delay requires prompt notice and a reasonable adjustment agreed in writing; it does not authorize extra charges automatically. Changed scope, additional time or expenses require written authorization by both parties before being incurred. A change to the agreed price or other contract terms requires a signed variation.

3. Delivery and review

The partner sends a completion notice with the agreed deliverable and reasonable evidence against the stated criteria. Markster accepts or gives a reasoned rejection identifying material nonconformity within five business days. The partner corrects a substantiated defect without extra fee within ten business days, or another reasonable period agreed in writing, and resubmits for the same review.

Silence alone is not acceptance. It also cannot postpone payment for objectively conforming work: the completion date is when that work was delivered in conformity, including any required correction. Markster pays conforming, separable portions and identifies only the genuinely disputed portion. A dispute follows the Partner Terms; actual use of a deliverable in production is evidence of acceptance except for a previously notified material defect. This review procedure does not postpone a statutory earning or payment deadline.

4. Service fees

A fixed or milestone fee is payable 30 calendar days after objectively conforming completion of that item. Authorized time is payable 30 calendar days after the calendar month in which it was worked. Approved expenses are payable on the same schedule as the related work. The partner submits its invoice and service list on completion or, for time work, at month-end. Processing, missing purchase-order numbers, Markster's customer collections and Markster's internal approvals do not extend those deadlines. An earlier mandatory deadline controls.

A signed Work Order may specify a different objective payment schedule, deposit or expressly priced combination of service fees and revenue share. No fee for completed work is contingent on a customer buying or paying unless a lawful signed variation expressly states that condition. The standard affiliate percentage does not price service work. Markster may not require a reduction of the agreed fee as a condition of timely payment.

5. Ownership and use

Each party keeps its background materials, tools and know-how. On payment of the amount properly due for a commissioned deliverable, the partner assigns to Markster the intellectual-property rights it owns in material newly created specifically for that deliverable and supplies the deliverable and agreed source materials. The partner obtains necessary personnel assignments. Until payment, Markster may review and test the material; production use requires permission or payment.

For partner background material embedded in the paid deliverable, the partner grants Markster a perpetual, worldwide, nonexclusive, royalty-free license to use, reproduce, modify and distribute it as part of that deliverable, including through Markster's customers and contractors. Standalone resale of the background tool is excluded. Third-party or open-source components and their license restrictions must be disclosed and approved before incorporation; the partner cannot promise rights it does not hold. Markster's product, customer data and supplied materials remain their respective owners' property.

6. Ending a Work Order

Either party may end a Work Order on ten calendar days' written notice, or under the Partner Terms' cause provisions. The partner stops affected work, mitigates costs and hands over completed and in-progress materials. Markster pays completed conforming items, authorized time worked, and approved unavoidable commitments incurred before notice, without double counting. For an unfinished fixed-fee item, payment is its agreed price multiplied by the proportion of objectively completed, usable work delivered, supported by records and capped at that item's price; no unperformed profit is owed. Each party supplies its documented termination account within ten calendar days after effective termination; the partner delivers the usable termination portion by that date. Undisputed termination charges and excess advances are payable within 30 calendar days after effective termination, regardless of whether disputed items have been settled. Delivery of the objectively conforming usable termination portion triggers its entitlement to payment; late delivery does not extend the deadline for other sums. An earlier existing or mandatory payment deadline continues to apply. Neither party may withhold an undisputed balance pending agreement on the disputed balance.

The payment and rights provisions apply to each paid completed item and each paid portion delivered in the termination settlement, even though the original whole-project fee was not paid. Markster receives the corresponding ownership and embedded-background license. Work it has not paid for remains the partner's, subject to confidentiality and Markster's existing materials. The parties provide the access return and data handling required by their applicable agreements.