Billing Terms

These Billing Terms supplement the Partner Terms and govern fee calculation, invoicing triggers, and payment rules specific to Referral, Reseller, and Professional Services. Capitalized terms have the meaning given in the applicable Partner Agreement or Partner Terms (collectively the “Agreement”). 

1. GENERAL BILLING PRINCIPALS

1.1. Currency. Fees (including commission rate, compensation, and other fees) are payable in the currency agreed upon by the Partner. The Partner must choose one currency at the commencement of the Agreement. All invoices, payments, and compensation shall be denominated in the selected currency. The currency selection cannot be changed during the term of the Agreement without FaceUp's prior written consent.

1.2. Taxes. All fees are exclusive of Taxes, which will be added where applicable, in accordance with the Partner Terms (see Section 7, Fees).

1.3. Compensation Structure. All fees, commission rates, and compensation amounts are determined by the Partner's Tier as defined in the Partner Portal. The Partner Portal specifies the applicable rates, thresholds, and conditions for fees, commission rates, and compensation amounts as applicable based on the Partner Tier.

2. BILLING TERMS FOR REFERRAL AGREEMENT

(Applicable to Referral Agreement)

2.1. When the Referral Fee Becomes Earned (Revenue Based). A Referral Fee is earned when the thresholds and conditions specified in the Partner Portal are met, which may include (a) the introduced Target or Qualified Lead becomes a paying Customer; (b) the Customer has been onboarded and has commenced use of the Products; (c) the Customer has paid FaceUp for the Services; (d) the Target or Qualified Lead was properly registered and recorded in the PRM in accordance with Agreement; (e) if a business plan exists between FaceUp and the Partner, all conditions in the business plan have been met; and (f) any other requirements, thresholds, or conditions defined in the Partner Portal or communicated by FaceUp have been satisfied.

2.2. When the Referral Fee Becomes Earned (Qualified Lead Based). For Qualified Leads that do not convert to paying Customers ( as described in Section 1.2 above) but meet the qualification criteria defined in the Partner Portal, a referral fee may become payable if: (i) the Qualified Lead was properly registered and recorded in the PRM; (ii) the Qualified Lead meets all thresholds and conditions specified in the Partner Portal; and (iii) FaceUp has confirmed that the Qualified Lead qualifies for payment.

2.3. Invoicing Timeline. The Partner must issue invoices within 30 days from the date a Referral Fee becomes payable (meaning all qualification requirements stated in Sections 2.1 and 2.2 above are met and the Target or Qualified Lead registered in the Partner Portal is approved for payment). Invoices submitted later than 90 days may be rejected in accordance with the Partner Terms (Section 7.1).

2.4. Payment Timeline. FaceUp shall pay all valid referral invoices within thirty (30) days of receipt, provided that all conditions for payment have been satisfied, including, where the Referral Fee is revenue-based pursuant to Section 2.1, FaceUp’s receipt of payment from the Customer.

3. BILLING TERMS FOR RESELLER SERVICES

(Applicable to Reseller Agreement)

3.1. Pricing. All resales must follow the current FaceUp pricing, with discounts requiring written approval from FaceUp. 

3. 2. Payment by the Partner (Upstream Payment Obligation). The Partner arrangements where the Partner invoices the Customer (a) FaceUp will invoice the Partner for the full price agreed to be cascaded down to the Customer; (b) the invoice from FaceUp to the Partner is due at the date of the start of the license or subscription period; (c) the Partner must pay FaceUp within thirty (30) days of the invoice date; (d) Payment is due from the Partner to FaceUp even if the Partner has not yet collected payment from the Customer.

3.3. Commission Payment to Partner (Qualified Transactions). As of the start date of the applicable license or subscription period, the Partner may invoice FaceUp for the commission to which the Partner is entitled based on the Partner’s Tier as defined in the Partner Portal. Fees for Qualified Transactions, approved targets, and closed deals shall be payable only if: (a) the Customer has been onboarded; (b) the Customer has paid for the Services (either to FaceUp or to the Partner, as applicable); (c) if a business plan exists, all conditions in the business plan have been met; and (d) all other conditions specified in the Partner Portal and the Agreement have been satisfied. Upon receipt of a valid invoice and confirmation that all such conditions have been met, FaceUp shall pay the commission to the Partner within thirty (30) days.

3.4. Reseller Margins. Reseller margins and commission rates are defined in the Partner Portal based on the Partner's Tier, or are otherwise agreed with FaceUp.

4. BILLING TERMS FOR PROFESSIONAL SERVICES

(Applicable to Professional Services provided under any Partner Agreement)

4.1. Preconditions for Invoicing (Applicable to Sections 4.3 and 4.4). The Partner may invoice Professional Services, whether invoiced to FaceUp pursuant to Section 4.3 (FaceUp as Payer) or invoiced by FaceUp to the Customer for Partner Services pursuant to Section 4.4, only after (a) complete delivery of the ordered Professional Services; (b) Customer acceptance without objections; and (c) if applicable, Customer payment to FaceUp.

4.2. Invoicing & Payment - Customer as Direct Payer. Where the Customer orders Professional Services directly from the Partner, (a) the engagement exists only after the Customer accepts the Partner as the provider of Professional Services; (b) the Partner shall invoice the Customer directly in accordance with the agreed terms; (c) FaceUp has no payment obligation to the Partner in this scenario.

4.3. Invoicing & Payment - FaceUp as Payer. Where FaceUp orders Professional Services from the Partner (whether on behalf of a Customer or otherwise), as agreed in an order form or via email (a) Invoices must be submitted to FaceUp within thirty (30) days after Customer acceptance of the Partner as provider of the Professional Services; (b) FaceUp will pay within thirty (30) days of receiving a compliant invoice, provided that the Customer has paid FaceUp for the Services (where applicable); (c) The Partner's compensation shall be based on the Partner's Tier as defined in the Partner Portal or as specified in the Order Form or email agreement.

4.4. FaceUp Invoicing Customer for Partner Services. If the Customer orders Professional Services from FaceUp, and FaceUp engages the Partner to provide those services (a) FaceUp will invoice the Customer for the full price of the Professional Services; (b) after the Customer pays FaceUp, FaceUp will pay the Partner the agreed commission or fee within thirty (30) days; (c) The Partner's compensation shall be based on the Partner's Tier as defined in the Partner Portal or as specified in the order form or other agreement with the Partner.

4.5. Rate Structure. Professional fees may be based on fixed-fee packages, time & materials, per-module, or per-engagement amounts.

All rates must be consistent with the Partner's Tier in the Partner Portal or as specified in a written order from FaceUp.

 5. BILLING REQUIREMENTS 

5. 1. Required Information. Invoices must include the Partner legal name and address (a) Customer name (if applicable); (b) type of engagement; (c) purchase order or order reference number; (d) description of services delivered; (e) fee line item or agreed rate; (f) total amount due plus Taxes; (g) banking information; (h) Partner contact person.

5.2. Supporting Documentation. FaceUp may request reasonable documentation, including timesheets, evidence of customer acceptance, and order confirmations. Failure to provide required documentation may delay payment.

5. 3. Invoice Submission Format. Invoices must be sent via email to finance@faceup.com, cc andrea.cerna@faceup.com, and the Partner’s account manager.

5.4. Right to Reject Incorrect Invoices. Invoices may be rejected for (a) missing acceptance, (b) missing supporting documents, incorrect pricing, or (c) late submission beyond allowable deadlines.

6. MISCELLANEOUS

6.1. Payment Disputes. FaceUp will notify the Partner of any billing dispute within 10 business days of receiving the invoice. Undisputed portions of an invoice will be paid on time, even if another part is under review. Both Parties will work in good faith to resolve disputes within 20 business days, aligned with the Direct Dispute Resolution obligations in Partner Terms. 

6. 2. Late Payments. If applicable by law, the Partner may accrue interest at the lower of 1% per month or the maximum rate permitted by governing law. Late payments may result in suspension of the Partner’s service privileges, withholding of renewals, or termination of the applicable Agreement’s performance provisions.

6. 3. Changes to Billing Terms. FaceUp may update these Billing Terms at any time, and any such changes will take effect starting with the next billing cycle.