SessionPBX Partner Programme Terms

SessionTalk Ltd

Version 2026-10-19

Effective date: 19 October 2026

About these Terms

These SessionPBX Partner Programme Terms (the "Terms") set out the basis on which SessionTalk Ltd, a company registered in England and Wales under company number 07076849 with its registered office at 5th Floor, 167-169 Great Portland Street, London, England, W1W 5PF ("SessionTalk", "we", "us"), admits businesses to the SessionPBX Partner Programme and allows them to resell the Products to their own customers.

By applying to the Programme, ticking an acceptance box, or placing an order through the Partner Portal, the business named in the application (the "Partner", "you") agrees to these Terms. The individual accepting them confirms that they are authorised to bind the Partner.

The Programme is for businesses only. It is not open to consumers, and the Partner confirms that it is entering into these Terms for the purposes of its trade or business.

1. Definitions and interpretation

1.1 In these Terms:

• "Agreement" means these Terms, the Partner Application as accepted by SessionTalk, the Programme Documents and each Order.
• "App Logo Branding" means the optional paid add-on that allows the Partner's own logo to be shown in the SessionTalk softphone apps used by the Partner's End Customers, as described in the Partner Portal.
• "Business Day" means a day other than a Saturday, Sunday or public holiday in England.
• "Carrier Services" means SIP trunks, telephone numbers, call termination and origination, number porting, emergency call routing and any other telecommunications service supplied by a party other than SessionTalk.
• "Confidential Information" has the meaning given in clause 13.
• "DPA" means SessionTalk's Data Processing Addendum, which SessionTalk provides to the Partner on request (by email to support@sessiontalk.co.uk) and which forms part of the Agreement whether or not the Partner has requested a copy, as updated from time to time in accordance with its terms.
• "End Customer" means a business or other person to whom the Partner supplies the Products, or services that incorporate the Products.
• "End-User Terms" means SessionTalk's then-current end-user licence terms, acceptable use policy and any other product terms that SessionTalk designates as applying to users of the Products, published at https://sessiontalk.co.uk/terms.
• "Fees" means the amounts payable by the Partner for the Products, calculated in accordance with clause 9.
• "Hosted Services" means SessionPBX and SessionCloud instances that SessionTalk hosts and operates.
• "Intellectual Property Rights" means patents, copyright, database rights, rights in software, trade marks, trade names, rights in get-up and goodwill, design rights, rights in confidential information and know-how, and all similar rights anywhere in the world, whether registered or not.
• "Marks" means the names and marks SESSIONTALK, SESSIONPBX, SESSIONCLOUD and associated logos, and any other trade marks SessionTalk notifies to the Partner.
• "Order" means an order for Products (including additional seats, add-ons or renewals) placed by the Partner through the Partner Portal or otherwise accepted by SessionTalk in writing.
• "Partner Application" means the application submitted by the Partner to join the Programme.
• "Partner Portal" means the online partner portal and management console made available by SessionTalk, through which the Partner can place Orders, view pricing, manage its End Customers and access Programme Documents.
• "Products" means SessionPBX (in hosted and self-hosted form), SessionCloud, the SessionTalk softphone applications, App Logo Branding, and any other product or service that SessionTalk makes available to partners through the Partner Portal, together with related documentation and updates.
• "Programme" means the SessionPBX Partner Programme described in these Terms.
• "Programme Documents" means the partner pricing, programme guides, support policy, brand guidelines and other partner-facing policies published in the Partner Portal, at https://sessiontalk.co.uk/partners or at https://docs.sessiontalk.io/docs/partners.
• "Seat" means a single user, extension or other licensing unit of a Product, as defined in the Partner Portal.
• "Self-Hosted Software" means SessionPBX software that the Partner or an End Customer installs and runs on infrastructure not operated by SessionTalk.
• "Term" has the meaning given in clause 19.1.

1.2 Headings do not affect interpretation. "Including" and similar words mean "including without limitation". A reference to "writing" includes email. A reference to a statute includes it as amended or replaced.

1.3 If there is a conflict between parts of the Agreement, the following order of precedence applies: (a) the DPA (for data protection matters only); (b) these Terms; (c) the Programme Documents; (d) the Order.

2. Appointment

2.1 Subject to the Agreement, SessionTalk appoints the Partner as a non-exclusive, authorised reseller of the Products, entitled to market and resell the Products to End Customers and to manage those End Customers through the Partner Portal.

2.2 The appointment is non-exclusive. SessionTalk may appoint other partners, distributors or agents anywhere, and may sell the Products directly to any customer, including in the Partner's market.

2.3 Territory. The Partner may market and resell the Products in its own markets anywhere in the world, without any territorial exclusivity, except where doing so would breach clause 22 (anti-bribery, sanctions and export control) or any applicable law.

2.4 The Partner acts as an independent contractor, buying from SessionTalk and reselling on its own account. Nothing in the Agreement creates a partnership (in the legal sense), joint venture, agency, franchise or employment relationship. The Partner has no authority to make commitments or representations on behalf of SessionTalk. The word "partner" is used as a commercial label only.

2.5 The Partner may supply the Products to End Customers under its own trading name, either on their own or bundled with its own services. The Partner may not claim, or allow anyone to believe, that it owns, wrote or developed the Products.

3. Application and acceptance

3.1 Businesses apply to join the Programme by submitting a Partner Application. The Programme is intended for internet telephony service providers, managed service providers, VoIP resellers and similar businesses that supply communications services to other businesses. It is not intended for organisations that only want the Products for their own internal use.

3.2 SessionTalk may accept or reject any Partner Application at its sole discretion and need not give reasons. SessionTalk may ask for further information, including company details, trading history, references and evidence of the Partner's technical capability, and may carry out identity, credit, sanctions and anti-fraud checks.

3.3 The Agreement starts when SessionTalk confirms acceptance in writing or activates the Partner's account in the Partner Portal (the "Start Date").

3.4 The Partner must make sure that all information in its Partner Application is accurate and complete, and must keep its account details (including legal entity name, billing contact, technical contact and registered address) up to date in the Partner Portal.

3.5 Initial order, ongoing requirements and training.

(a) Within 7 days after SessionTalk accepts its Partner Application, the Partner must place its first paid Order, meeting any minimum initial order shown in the Partner Portal at the time of acceptance.

(b) The Partner must meet any ongoing Programme requirements (such as a minimum number of active Seats or minimum annual purchases) that are shown in the Partner Portal or Programme Documents from time to time.

(c) The Partner must make sure that its staff who sell, deploy or support the Products complete any training or certification that SessionTalk designates as required in the Programme Documents, within 90 days after acceptance (or, for a newly designated requirement, within 90 days after it is published).

(d) If the Partner does not meet clause 3.5(a), (b) or (c), SessionTalk may, by notice, remove the Partner from the Programme and convert its account to a standard (non-partner) customer account, withdraw partner pricing, or terminate the Agreement under clause 19.

3.6 Demonstration and test accounts. SessionTalk may, at its discretion, provide the Partner with not-for-resale, demonstration or trial access to the Products. Not-for-resale access is provided free of charge at SessionTalk's discretion and may be withdrawn at any time. It is for the Partner's own internal evaluation, testing and training, and for demonstrations run from the Partner's own environment. It must not be sold, transferred or otherwise distributed, must not be installed or used on an End Customer's premises or systems (including for demonstrations), and must not carry live End Customer traffic.

4. Partner obligations

4.1 The Partner must:

(a) market, sell and represent the Products honestly and accurately, and not make any statement, warranty or promise about the Products' features, performance, availability or compliance that goes beyond the published product documentation;

(b) conduct its business professionally and in line with good industry practice, and not do anything that would bring SessionTalk, the Products or the Marks into disrepute;

(c) keep at least one named primary contact and up-to-date contact details in the Partner Portal, and respond to communications from SessionTalk within 5 Business Days;

(d) have, and make sure its staff have, the technical knowledge needed to sell, deploy, configure and support the Products;

(e) deploy and configure the Products in accordance with SessionTalk's documentation, and (for Self-Hosted Software) keep installations on a supported version and apply security updates promptly;

(f) register each End Customer in the Partner Portal accurately, and keep End Customer records up to date;

(g) keep all Partner Portal credentials secure, enforce strong authentication for its staff where available, and remain responsible for everything done through its Partner Portal account;

(h) tell SessionTalk promptly if it becomes aware of any security incident, suspected misuse of the Products, infringement of SessionTalk's Intellectual Property Rights, or complaint or regulatory enquiry relating to the Products;

(i) comply with all laws and regulations applying to its business and to its resale of the Products, including telecommunications, consumer protection (where relevant), marketing, privacy and electronic communications laws in every country where it operates; and

(j) obtain and maintain any licences, registrations or authorisations it needs to provide communications services to its End Customers.

4.2 The Partner must not, and must not permit any End Customer or third party to:

(a) copy, modify, translate, decompile, disassemble or reverse engineer the Products, except to the extent that applicable law expressly permits this and cannot be excluded by contract;

(b) remove, hide or alter any copyright notice, trade mark, product name or other proprietary notice in the Products, other than as expressly allowed by App Logo Branding;

(c) circumvent or interfere with any licensing, seat-counting, metering or security mechanism in the Products;

(d) use the Products to build a competing product, or sublicense, rent or provide the Products to any person other than through a properly registered End Customer account;

(e) use the Products for any unlawful, fraudulent or abusive purpose, including unsolicited bulk calling or messaging, unlawful robocalling, caller ID spoofing, or any activity that breaches the End-User Terms; or

(f) introduce malware into, or attempt to gain unauthorised access to, the Products or SessionTalk's systems.

4.3 The Partner is responsible for the acts and omissions of its staff, contractors and sub-resellers (if any) as if they were its own. The Partner may not appoint sub-resellers, agents or distributors for the Products without SessionTalk's prior written consent, which SessionTalk may give subject to conditions or withhold at its discretion.

5. End Customer agreements

5.1 The Partner contracts directly with its End Customers and is solely responsible for its own terms with them, including its pricing, invoicing, service levels and support commitments. SessionTalk has no contractual relationship with End Customers except as described in this clause 5.

5.2 Before an End Customer (or any of its users) first uses the Products, the Partner must ensure that the End Customer has agreed to terms that are at least as protective of SessionTalk and the Products as the End-User Terms. The Partner must do this by incorporating the substance of the End-User Terms (including the acceptable use rules and the restrictions in clause 4.2) into its own customer contract, or by referencing the End-User Terms in that contract so that they bind the End Customer. In addition, SessionTalk may require End Customers and their users to accept the End-User Terms directly (for example, when signing in to an app or console), and the Partner must not discourage or circumvent that acceptance.

5.3 The Partner's customer contract must:

(a) make clear that the Products are licensed, not sold, and that SessionTalk (or its licensors) retain all Intellectual Property Rights in them;

(b) make clear that SessionTalk does not provide Carrier Services and that the End Customer's emergency calling arrangements depend on its chosen carrier (see clause 7);

(c) not give any warranty, service level or commitment on SessionTalk's behalf, or any that is wider than SessionTalk's commitments to the Partner;

(d) allow the Partner to suspend or terminate the End Customer's use of the Products where SessionTalk is entitled to suspend or terminate them under the Agreement; and

(e) where the Partner uses the Hosted Services, include data protection terms that satisfy UK GDPR Article 28 (or equivalent law) for the processing described in clause 12.

5.4 The Partner must enforce the End-User Terms (or its flowed-down equivalent) against its End Customers, and must promptly act on any reasonable request from SessionTalk to stop an End Customer's misuse of the Products.

5.5 The Partner remains responsible to SessionTalk for its End Customers' use of the Products, including any breach of the End-User Terms.

6. Products, Hosted Services and Self-Hosted Software

6.1 Licence. Subject to the Partner paying the Fees and complying with the Agreement, SessionTalk grants the Partner a non-exclusive, non-transferable, revocable licence during the Term to resell, provision and manage the Products for End Customers, and to sub-license the right to use the Products to End Customers on the terms required by clause 5, in each case only for the number of Seats and add-ons ordered and paid for.

6.2 Hosted Services. SessionTalk will use reasonable endeavours to make the Hosted Services available in line with any service description or service level published in the Programme Documents. SessionTalk does not offer any uptime commitment, service level or service credits for the Hosted Services unless it expressly agrees to one in writing. SessionTalk may carry out planned and emergency maintenance and will try to give reasonable notice of planned maintenance that is expected to cause material disruption.

6.3 Self-Hosted Software. Where the Partner or an End Customer runs Self-Hosted Software:

(a) the Partner (or the End Customer) is responsible for the hosting environment, including its security, availability, backups, network, operating system and compliance;

(b) the Self-Hosted Software contacts SessionTalk's licensing and update services, and SessionTalk may disable software that is unlicensed, unpaid or being used in breach of the Agreement; and

(c) by default, Self-Hosted Software sends system and user email (such as voicemail-to-email, notifications and password resets) through SessionTalk's email delivery service. The Partner must make sure that email sent this way complies with the End-User Terms and applicable law, and SessionTalk may rate-limit, filter or suspend email sending to protect its service and sender reputation. Use of SessionTalk's email delivery service is subject to fair use and any sending limits stated in the Programme Documents. Where the Self-Hosted Software allows it, the Partner or End Customer may instead configure its own outgoing mail server, in which case it is solely responsible for that server and for the delivery, security and lawfulness of email sent through it.

6.4 App Logo Branding. If the Partner orders App Logo Branding, it may have its own logo displayed in the SessionTalk softphone apps used by its End Customers, within the limits described in the Partner Portal. App Logo Branding is limited to the logo. Apart from that logo, the apps and all other Products continue to carry SessionTalk's names, Marks, app store listings and notices, and the Partner must not represent the apps as its own software. The Partner warrants that it owns or is licensed to use any logo it supplies, that the logo does not infringe any third party's rights or breach any app store rules, and grants SessionTalk a non-exclusive, royalty-free licence to use the logo for the purpose of providing App Logo Branding. SessionTalk may reject any logo that it reasonably considers unsuitable.

6.5 Changes to the Products. SessionTalk may update, improve, change or remove features of the Products at any time. SessionTalk will give the Partner at least 30 days' notice before withdrawing a Product entirely, unless earlier withdrawal is required for security, legal or third-party reasons beyond SessionTalk's reasonable control.

6.6 Third-party components. The Products may include open-source and other third-party components, which are licensed under their own terms. App store distribution of the softphone apps is also subject to the relevant app store's terms.

7. Carrier Services, emergency calling and lawful use

7.1 SessionTalk supplies PBX software, hosted PBX platforms and softphone apps. SessionTalk does not supply outbound SIP trunks, telephone numbers or any other Carrier Services. The Partner and/or its End Customers must obtain Carrier Services from carriers of their choice and connect them to the Products.

7.2 As between SessionTalk and the Partner, the Partner (and, through the Partner's customer contracts, its End Customers) is solely responsible for:

(a) the selection of, contract with, and payment to carriers, and compliance with each carrier's terms;

(b) compliance with telecommunications regulation applying to the Carrier Services and the services the Partner provides, including (in the UK) Ofcom General Conditions where they apply;

(c) emergency calling arrangements, including making sure that emergency calls (such as 999/112) can be placed where required by law, that accurate location information is provided to the carrier and emergency services where required, and that End Customers and users are told clearly about any limitations of emergency calling over VoIP, softphones and during power or internet outages;

(d) the lawfulness of caller ID (CLI) presented on calls, including making sure that only numbers the End Customer is entitled to use are presented;

(e) preventing, detecting and bearing the cost of toll fraud, call fraud and unauthorised use of the Carrier Services, including securing trunk credentials, setting carrier spend limits and restricting international and premium-rate dialling where appropriate; and

(f) the lawful use of call recording, transcription and similar features, including giving any required notices and obtaining any required consents.

7.3 SessionTalk is not liable for any charges incurred on Carrier Services (including charges arising from fraud or misconfiguration), for the unavailability or failure of any Carrier Services, or for any failure to connect an emergency call, subject always to clause 16. Nothing in this clause limits liability that cannot be limited under clause 16.1.

7.4 SessionTalk may provide features that help reduce fraud risk (such as dialling restrictions or alerts), but these do not transfer responsibility for fraud prevention to SessionTalk.

8. Branding and trade marks

8.1 SessionTalk grants the Partner a non-exclusive, non-transferable, revocable licence during the Term to use the Marks only to identify and promote the Products to prospective and existing End Customers, in line with SessionTalk's brand guidelines as published in the Programme Documents.

8.2 The Partner may describe itself as an "authorised SessionPBX partner" (or similar wording approved by SessionTalk), and may sell the Products under its own trading name. The Partner must not:

(a) describe the Products as its own product or software, or suggest that it developed them;

(b) rename the Products, or rebrand the Products beyond App Logo Branding;

(c) register or use any trade mark, company name, domain name, social media handle or app store listing that contains, or is confusingly similar to, any of the Marks, or use any of the Marks in a domain name, sub-domain, URL, email address or other website address or identifier;

(d) use the Marks in a way that is misleading, disparaging or likely to dilute them; or

(e) bid on the Marks as search-engine advertising keywords without SessionTalk's prior written consent.

8.3 All goodwill arising from the Partner's use of the Marks belongs to SessionTalk. The Partner's own names and logos remain the Partner's property.

8.4 SessionTalk may list the Partner's name and logo in a partner directory or on its website, and refer to the Partner as a partner in its marketing, unless the Partner asks it not to in writing.

9. Pricing, orders and payment

9.1 Partner pricing. The Fees, and any partner discount on Seats, App Logo Branding and other Products, are as shown in the Partner Portal and/or at https://sessiontalk.co.uk/partners at the time of the Order. SessionTalk may change its list prices, partner pricing or discounts at any time by giving notice in the Partner Portal, at https://sessiontalk.co.uk/partners or by email. A change applies to new Orders placed after the notice is given and, for existing subscriptions, from the start of the next billing period after the notice is given.

9.2 Resale pricing. The Partner is free to set its own resale prices for End Customers. Any recommended retail price published by SessionTalk is for guidance only.

9.3 Orders. Orders are placed through the Partner Portal. Each Order becomes binding when accepted by SessionTalk (including by provisioning the relevant Seats or add-ons). Seats and add-ons are billed in advance on the billing cycle (for example monthly or annual) selected in, or shown in, the Partner Portal. Seats and add-ons added part-way through a billing period may be charged pro rata from the date they are provisioned. Reductions in Seats or add-ons take effect at the end of the current billing period and do not give rise to any refund or credit for that period. Unless the Partner Portal states otherwise, there is no minimum term per End Customer beyond the current billing period.

9.4 Billing. SessionTalk bills the Partner through its subscription billing provider (currently Chargebee). The Partner must keep a valid payment method on file and authorises SessionTalk (and its billing provider) to charge it for Fees as they fall due. Fees are payable in advance and are due on the invoice date, when they will be collected automatically using the Partner's payment method on file. SessionTalk may, at its discretion and on the Partner's written request, agree credit terms on a case-by-case basis; any such terms may be withdrawn on notice.

9.5 Partner's liability to pay. The Partner is solely responsible for paying all Fees for all Seats and add-ons provisioned under its account, whether or not its End Customers pay the Partner. The Partner bears all credit risk in respect of its End Customers, and an End Customer's non-payment, insolvency or dispute is not grounds for the Partner to withhold or delay payment to SessionTalk.

9.6 Taxes. Fees are exclusive of VAT and any other applicable sales taxes, which the Partner must pay in addition at the applicable rate. If the Partner is required by law to withhold any tax, it must increase the payment so that SessionTalk receives the full amount it would have received without the withholding.

9.7 Late payment. If any amount is not paid when due, SessionTalk may, without affecting its other rights:

(a) charge interest on the overdue amount at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998 from the due date until payment, and claim the fixed compensation and reasonable recovery costs available under that Act;

(b) after giving the Partner notice, suspend the Partner's access to the Partner Portal and/or suspend some or all of the Products provided under the Partner's account (including End Customer services); and/or

(c) if the amount remains unpaid, terminate the Agreement under clause 19.

The Partner is responsible for informing its End Customers of any suspension that results from the Partner's non-payment, and SessionTalk has no liability to the Partner or its End Customers for any suspension under this clause.

9.8 Reactivation. Suspended or terminated licences, Seats and services will not be reactivated until all outstanding invoices on the Partner's account (not only the invoice that caused the suspension) have been paid in full, together with any interest. SessionTalk may also require payment in advance for future billing periods, and any reactivation fee shown in the Partner Portal, as a condition of reactivation, and does not guarantee that data or configuration will be preserved after termination (see clause 20).

9.9 Disputes. If the Partner disputes an invoice in good faith, it must notify SessionTalk in writing, with reasons, within 14 days of the invoice date, and must pay any undisputed part on time.

9.10 Refunds. Except where required by law or stated in the Programme Documents, Fees are non-refundable, including for unused Seats or partial billing periods.

9.11 Records and verification. The Partner must keep accurate records of its End Customers and Seat usage and, on reasonable request, provide information so that SessionTalk can verify that usage matches the Seats paid for. If usage exceeds the Seats paid for, SessionTalk may invoice the shortfall.

10. Support

10.1 First-line support (Partner). The Partner is responsible for providing first-line support to its End Customers. This includes being the End Customers' point of contact, handling account administration, installation and configuration, user training, basic troubleshooting, and diagnosing whether an issue relates to the Products, the End Customer's network or devices, or Carrier Services.

10.2 Second-line support (SessionTalk). SessionTalk provides second-line support to the Partner for issues that the Partner cannot reasonably resolve after carrying out first-line diagnosis, including suspected defects in the Products. Second-line support is provided to the Partner's nominated technical contacts only, by email to support@sessiontalk.co.uk or through any other channel listed in the Programme Documents, during SessionTalk's normal business hours (UK time) on Business Days, and in accordance with the support procedures and escalation process published in the Programme Documents (including at https://docs.sessiontalk.io/docs/partners). Those procedures may limit the number of support requests included in the Programme, and requests beyond any such limit may be charged at SessionTalk's then-current rates. SessionTalk does not commit to response or resolution times unless it expressly agrees to them in writing. The Partner must follow those procedures and escalate issues promptly through them.

10.3 SessionTalk does not provide support directly to End Customers unless it agrees otherwise. If an End Customer contacts SessionTalk directly, SessionTalk may refer it back to the Partner.

10.4 When raising a support request, the Partner must provide enough information for SessionTalk to understand and reproduce the issue (for example, the affected tenant or server, logs, timestamps and steps taken), and must grant any access reasonably needed.

10.5 SessionTalk is not obliged to support: Self-Hosted Software running on an unsupported version or environment; issues caused by Carrier Services, third-party hardware or software, or the Partner's or End Customer's network; or Products that have been modified or misused. SessionTalk may charge for support outside the scope of this clause at its then-current rates, with the Partner's prior agreement.

11. Suspension

11.1 SessionTalk may suspend all or part of the Partner's access to the Products or the Partner Portal, or any End Customer's use of the Products, immediately and without liability, if it reasonably believes that:

(a) the suspension is necessary to prevent or stop a security threat, fraud (including toll fraud), unlawful use, or harm to SessionTalk's systems, other customers or third parties;

(b) the Partner or an End Customer is in material breach of the Agreement or the End-User Terms; or

(c) suspension is required by law, a regulator or a court.

11.2 SessionTalk will, where reasonably practicable and lawful, give the Partner advance notice and try to limit the scope and length of the suspension. Suspension for non-payment is governed by clause 9.7.

12. Data protection

12.1 Each party will comply with its obligations under applicable data protection law, including the UK GDPR and the Data Protection Act 2018 and, where they apply, the EU GDPR and the Privacy and Electronic Communications Regulations 2003 (together "Data Protection Law").

12.2 Hosted Services. For personal data processed by SessionTalk on behalf of the Partner and its End Customers through the Hosted Services (such as user details, call records, voicemail, recordings and messages), the Partner (or, where applicable, the End Customer) is the controller and SessionTalk is the processor. Where the End Customer is the controller, the Partner acts as processor and SessionTalk acts as the Partner's sub-processor. The DPA applies to that processing and is incorporated into the Agreement.

12.3 Self-Hosted Software. Where the Partner or an End Customer runs Self-Hosted Software, SessionTalk does not generally have access to the personal data processed on that system, except for: (a) licensing, telemetry and update data; (b) email transmitted through SessionTalk's email delivery service under clause 6.3(c); and (c) data the Partner shares with SessionTalk for support. SessionTalk is an independent controller of the data in (a), which it uses to operate licensing, billing, security, fraud prevention and product improvement. SessionTalk acts as processor for the data in (b) and (c), and the DPA applies to that processing.

12.4 Partner account data. Each party is an independent controller of the business contact details of the other's staff that it processes to manage the Agreement. SessionTalk processes such data in accordance with its privacy notice at https://sessiontalk.co.uk/privacy.

12.5 The Partner must: (a) make sure it has a lawful basis, and has given all notices required by Data Protection Law, for SessionTalk to process personal data as described in the Agreement; (b) have processor terms in place with each End Customer that are consistent with the DPA where the Partner acts as processor; and (c) give SessionTalk only lawful instructions.

12.6 International transfers. SessionTalk will only transfer personal data processed under the DPA outside the UK in accordance with the DPA and Data Protection Law. Hosting locations and SessionTalk's current sub-processors are described in the DPA, and SessionTalk may change sub-processors in accordance with the DPA. The Partner gives SessionTalk general authorisation to engage sub-processors on those terms.

13. Confidentiality

13.1 "Confidential Information" means all non-public information disclosed by one party to the other in connection with the Agreement that is marked as confidential or that a reasonable person would consider confidential, including partner pricing and discounts, product roadmaps, unreleased features, technical information, security information and the terms of the Agreement (other than these Terms as published).

13.2 The receiving party must: (a) keep the disclosing party's Confidential Information confidential; (b) use it only to perform its obligations or exercise its rights under the Agreement; and (c) disclose it only to its employees, contractors and professional advisers who need to know it and who are bound by confidentiality obligations at least as protective as this clause.

13.3 Clause 13.2 does not apply to information that: (a) is or becomes public other than through the receiving party's breach; (b) the receiving party already lawfully held without restriction; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the Confidential Information. A party may disclose Confidential Information where required by law, a court or regulator, provided that (where lawful) it gives the other party prompt notice.

13.4 These obligations continue for 5 years after the Agreement ends, and indefinitely for trade secrets and source code.

14. Intellectual property

14.1 SessionTalk and its licensors own all Intellectual Property Rights in the Products, the Partner Portal, the Marks, documentation and any improvements, modifications or derivative works of them, whoever creates them. The Products are licensed, not sold. Nothing in the Agreement transfers any Intellectual Property Rights to the Partner or any End Customer, other than the limited licences expressly granted.

14.2 The Partner owns its own trade marks, logos, materials and data. Subject to clause 12, the Partner grants SessionTalk the rights it needs to use the Partner's materials and data to provide the Products and perform the Agreement.

14.3 If the Partner or its End Customers give SessionTalk feedback or suggestions about the Products, SessionTalk may use them freely without obligation.

14.4 The Partner must tell SessionTalk promptly if it becomes aware of any actual or suspected infringement of SessionTalk's Intellectual Property Rights, and give SessionTalk reasonable assistance (at SessionTalk's cost) in dealing with it.

15. Warranties and disclaimers

15.1 Each party warrants that it has full power and authority to enter into and perform the Agreement.

15.2 SessionTalk warrants that it will provide the Hosted Services and second-line support with reasonable care and skill. If the Partner notifies SessionTalk of a breach of this warranty, SessionTalk will use reasonable endeavours to correct the non-conformity or, if it cannot do so within a reasonable time, either party may terminate the affected Order and the Partner will receive a pro-rata refund of prepaid Fees for the affected period. This is the Partner's sole remedy for breach of this warranty.

15.3 The Partner warrants that: (a) the information in its Partner Application is accurate; (b) it holds all licences and authorisations needed for its business; and (c) it will comply with clause 7 and with all applicable laws.

15.4 Except as expressly stated in the Agreement, and to the fullest extent permitted by law, all warranties, conditions and terms (whether implied by statute, common law or otherwise), including as to satisfactory quality, fitness for purpose and uninterrupted or error-free operation, are excluded. SessionTalk does not warrant that the Products will meet any specific requirement of the Partner or any End Customer, will work with every carrier, device or network, or will be free from all defects or security vulnerabilities.

15.5 Voice and messaging over the internet depends on networks, devices, power and Carrier Services outside SessionTalk's control. SessionTalk does not warrant call quality, availability of any Carrier Service, or delivery of any call, message or email.

16. Limitation of liability

16.1 Nothing in the Agreement limits or excludes: (a) liability for death or personal injury caused by negligence; (b) liability for fraud or fraudulent misrepresentation; (c) any other liability that cannot be limited or excluded by law; or (d) the Partner's obligation to pay Fees, the Partner's liability for breach of clause 14 or misuse of the Marks or Products, or the Partner's indemnity obligations under clause 17.1.

16.2 Subject to clause 16.1, the Products, Hosted Services and support are provided "as is" and "as available", and SessionTalk accepts no liability to the Partner, any End Customer or any third party, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss or damage of any kind arising under or in connection with the Agreement, the Products or the Hosted Services, including any direct, indirect, special or consequential loss, loss of profits, revenue, business, contracts, goodwill, data or use, service interruption, or Carrier Services charges (including those arising from toll fraud).

16.3 If, despite clause 16.2, SessionTalk is found liable for any reason, its total aggregate liability arising under or in connection with the Agreement is limited to the Fees paid by the Partner for the affected Product in the one month immediately before the event giving rise to the claim.

16.4 SessionTalk has no liability to any End Customer. The Partner must not make any claim on behalf of an End Customer and is responsible for limiting its own liability to End Customers in its contracts with them.

16.5 Any claim must be notified to SessionTalk in writing within 6 months of the Partner becoming aware of the circumstances giving rise to it, after which it is barred.

17. Indemnities

17.1 By the Partner. The Partner will indemnify SessionTalk, its officers, employees and subcontractors against all losses, damages, costs (including reasonable legal fees), fines and expenses arising from any third-party claim, regulatory action or carrier demand resulting from:

(a) the Partner's or any End Customer's use of Carrier Services, including caller ID misuse, emergency calling arrangements, toll fraud and carrier charges;

(b) any unlawful use of the Products by the Partner or its End Customers, or any breach of the End-User Terms;

(c) any warranty, representation or commitment made by the Partner to an End Customer that goes beyond SessionTalk's commitments in the Agreement;

(d) any dispute between the Partner and an End Customer; or

(e) any logo or material supplied by the Partner (including for App Logo Branding) infringing a third party's rights.

17.2 Third-party IP claims against the Products. SessionTalk does not give any indemnity to the Partner. If a third party claims, or SessionTalk reasonably believes a third party is likely to claim, that the Products infringe that third party's Intellectual Property Rights, SessionTalk may at its option and cost: (a) modify or replace the affected Products so that they do not infringe, without materially reducing their overall functionality; (b) obtain a licence for continued use; or (c) terminate the affected Orders and refund any prepaid Fees for the unexpired part of the billing period. This clause states the Partner's sole and exclusive remedy, and SessionTalk's entire liability, for any infringement of third-party Intellectual Property Rights by the Products.

17.3 Conduct of claims. SessionTalk (as indemnified party under clause 17.1) must: notify the indemnifying party promptly; allow it to conduct the defence and settlement, subject to SessionTalk's right to participate with its own advisers and to approve any settlement that imposes an admission or obligation on SessionTalk; and give reasonable cooperation at the Partner's cost. SessionTalk may take conduct of any claim itself where the Partner fails to do so promptly, at the Partner's cost.

18. Changes to these Terms

18.1 SessionTalk may change these Terms, the Programme requirements and benefits, and the Programme Documents at any time. A change takes effect when the updated version is published in the Partner Portal or at https://sessiontalk.co.uk/partners, or on any later date stated in it. Where a change materially and adversely affects the Partner, SessionTalk will also tell the Partner by email to its account contact where reasonably practicable.

18.2 If the Partner does not agree to a change, its remedy is to terminate the Agreement under clause 19.2. Continued participation in the Programme or placing Orders after the change takes effect means the Partner accepts the change.

18.3 The version of these Terms in force is the one published in the Partner Portal and/or at https://sessiontalk.co.uk/partners, with its version date.

19. Term and termination

19.1 Term. The Agreement starts on the Start Date and continues until terminated under this clause (the "Term").

19.2 Termination for convenience. The Agreement is continuous. Either party may terminate it at any time and for any reason by notice to the other, with immediate effect or from any later date stated in the notice. The same right applies equally to both parties. Clause 20 sets out what happens to End Customers after termination.

19.3 Termination for cause. Either party may terminate the Agreement immediately by written notice if the other party:

(a) commits a material breach that is incapable of remedy, or that it fails to remedy within 14 days of being notified of the breach;

(b) becomes insolvent, enters administration, liquidation or any arrangement with creditors (other than a solvent reorganisation), has a receiver appointed, ceases to trade, or suffers any equivalent event in any jurisdiction.

19.4 Additional SessionTalk rights. SessionTalk may also terminate the Agreement, or terminate any Order or End Customer account, immediately by written notice if: (a) any Fees remain unpaid after SessionTalk has notified the Partner of the non-payment; (b) the Partner or an End Customer is involved in fraud, toll fraud, unlawful activity or abuse of the Products; (c) the Partner breaches clause 8, 14 or 22; (d) the Partner undergoes a change of control; or (e) continued supply would breach any law or sanctions.

20. Effect of termination and End Customer transition

20.1 On termination of the Agreement for any reason:

(a) all licences granted to the Partner end, and the Partner must stop marketing and reselling the Products, stop using the Marks, and remove any statement that it is a SessionPBX partner;

(b) all outstanding Fees become immediately due, and the Partner must pay Fees for all Seats and add-ons up to the effective date of termination (and, where the Products continue to be provided to End Customers during a transition period, for that period too);

(c) each party must return or destroy the other's Confidential Information, subject to legal retention requirements; and

(d) clauses 1, 7.2–7.4, 9 (as to unpaid amounts), 12, 13, 14, 16, 17, 20, 23 and 24, and any other clause intended to survive, continue in force.

20.2 Transition period. Unless the Agreement is terminated by SessionTalk under clause 19.3 or 19.4, SessionTalk may, on the Partner's request and at SessionTalk's discretion, continue to provide the Products to the Partner's existing End Customers for up to 30 days after termination (the "Transition Period"), on the then-current Agreement terms and Fees, so that End Customers can be migrated. The Partner must pay for the Transition Period in advance if SessionTalk requests.

20.3 End Customer continuity. To avoid disruption to End Customers, SessionTalk may, during or after the Transition Period and at its discretion: (a) offer affected End Customers the option of contracting directly with SessionTalk or with another SessionTalk partner; and/or (b) transfer the End Customer accounts to such an arrangement with the End Customer's agreement. The Partner must cooperate in good faith with any such transition, including by providing reasonable End Customer contact details (in compliance with Data Protection Law) and not obstructing migration. From the date either party gives notice of termination, SessionTalk may contact the Partner's End Customers directly about the continuity of their service, and clause 21.2 does not restrict this.

20.4 Data. For Hosted Services, the Partner may export End Customer data using the tools available in the Partner Portal during the Term and any Transition Period. After that, SessionTalk may delete the data in accordance with the DPA. SessionTalk is not obliged to keep data after 30 days following the end of the Transition Period (or termination, if there is no Transition Period). Self-Hosted Software will stop operating, or operate with reduced functionality, once its licence ends.

20.5 Termination does not affect any rights or remedies that accrued before termination.

21. No exclusivity and non-solicitation

21.1 Neither party is bound to deal exclusively with the other. The Partner may sell other products, including competing products, and SessionTalk may sell to any customer directly or through other partners.

21.2 SessionTalk will not knowingly use the Partner's Confidential Information about its End Customers to solicit those End Customers for direct sales of the Products during the Term. This does not prevent SessionTalk from: (a) dealing with any End Customer that approaches SessionTalk on its own initiative; (b) general marketing not targeted at the Partner's End Customers; (c) communicating with End Customers about service, security, legal or account matters; or (d) acting under clause 20.3. This clause 21.2 applies only during the Term and does not continue after termination.

21.3 During the Term and for 12 months afterwards, neither party will directly solicit for employment any employee of the other who was materially involved in the Programme, without the other's prior written consent. General recruitment advertising not targeted at the other party's staff is not a breach.

22. Anti-bribery, sanctions and export control

22.1 Each party must comply with the Bribery Act 2010 and all other applicable anti-bribery and anti-corruption laws, must not offer, give, request or accept any bribe or improper payment in connection with the Agreement, and must maintain adequate procedures to prevent bribery by persons associated with it.

22.2 The Partner must comply with the Modern Slavery Act 2015 and must not engage in any activity that would breach the Criminal Finances Act 2017 provisions on facilitation of tax evasion.

22.3 The Partner must comply with all applicable sanctions and export control laws, including those of the UK and, where applicable, the EU, US and UN. The Partner must not supply, export or make the Products available to, or for the benefit of, any person who is subject to sanctions, or any country or territory subject to comprehensive sanctions, or for any prohibited end use. The Partner confirms that neither it nor any of its owners or controllers is a sanctioned person.

22.4 The Partner must notify SessionTalk promptly if it becomes aware of any breach of this clause 22. Any breach of this clause 22 is a material breach incapable of remedy.

23. Notices

23.1 Notices under the Agreement must be in writing in English and sent:

(a) to SessionTalk: by email to support@sessiontalk.co.uk (marked "Legal notice") with a copy by post to its registered office; operational and support matters go to support@sessiontalk.co.uk; and

(b) to the Partner: by email to the primary contact email in the Partner Portal, or by post to the Partner's registered address.

23.2 A notice sent by email is treated as received at the time of sending if sent before 17:00 UK time on a Business Day, and otherwise at 09:00 on the next Business Day, provided no bounce-back is received. A notice sent by post is treated as received two Business Days after posting (if posted within the UK). Notices of legal proceedings may not be served by email.

24. General

24.1 Assignment. The Partner may not assign, transfer or subcontract any of its rights or obligations under the Agreement without SessionTalk's prior written consent. SessionTalk may assign or transfer the Agreement to an affiliate or to a successor of all or a substantial part of its business, and may use subcontractors (remaining responsible for them).

24.2 Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control (including failures of carriers, internet or hosting providers, power outages, cyber attacks not caused by its own failure to take reasonable security measures, natural disasters, war, governmental action or industrial action not involving its own staff), provided it notifies the other party and uses reasonable endeavours to mitigate. This clause does not excuse any obligation to pay money. If the event continues for more than 90 days, either party may terminate the affected Orders by notice.

24.3 Entire agreement. The Agreement is the entire agreement between the parties about its subject matter and replaces any earlier agreement, arrangement or understanding. Each party confirms that it has not relied on any statement not set out in the Agreement. Nothing in this clause limits liability for fraud.

24.4 Partner terms. Any terms the Partner sets out in a purchase order or similar document do not apply.

24.5 Waiver. A failure or delay in exercising a right is not a waiver of it.

24.6 Severance. If any provision is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid, and the rest of the Agreement continues in force.

24.7 Third-party rights. No one other than the parties (and, for clause 17.1, the persons indemnified under it) has any right to enforce the Agreement under the Contracts (Rights of Third Parties) Act 1999. End Customers are not third-party beneficiaries.

24.8 Variation. Except as set out in clause 18, the Agreement may only be varied in writing signed (including electronically) by both parties.

24.9 Publicity. Except as set out in clause 8.4, neither party may issue a press release about the Agreement without the other's prior written approval.

24.10 Anti-fraud cooperation. The parties will cooperate in good faith to investigate and respond to suspected fraud or abuse involving the Products.

24.11 Language. If these Terms are translated, the English version prevails.

24.12 Governing law and jurisdiction. The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that SessionTalk may seek injunctive relief, or bring proceedings to recover unpaid Fees, in any court of competent jurisdiction. No prior escalation or mediation step is required before either party starts court proceedings, although the parties may agree to attempt one.

Schedule A — Documents and locations referenced by these Terms

SessionPBX Partner Programme Terms. Version 2026-10-19, effective 19 October 2026. SessionTalk Ltd, company number 07076849.