KRAKEN TECHNOLOGIES

BPO PARTNER PROGRAMME TERMS & CONDITIONS

As of September 2025

By participating in the Kraken Technologies BPO Partner Programme (“Programme”), the company or entity that is submitting the partner application or accepted into the Programme (“you”, “your” or “Partner”) agrees that these Kraken Technologies BPO Partner Programme Terms & Conditions (“Terms”) form a binding agreement between you and Kraken Technologies Limited, a company incorporated in England and Wales under number 12014731 whose registered office is at UK House, 4th Floor, 164-182 Oxford Street, London, United Kingdom, W1D 1NN (“Kraken”). By continuing with the application or participation, you confirm that you have read, understood, and agree to be bound by these Terms, which incorporates the documents (as each may be modified) that are referenced in these Terms.

Completion of the partner application does not mean or imply that you have been accepted into the Programme.

1. Eligibility

1.1. Programme Engagement. To qualify for and maintain participation in the Programme, a Partner must (a) have an active engagement delivering services through the Kraken Platform; or (b) have a confirmed, near-term engagement requiring delivery of services through the Kraken operating model (“Engagement”). 

1.2. Ongoing Requirements. A Partner must also:

(a) maintain a good credit standing with Kraken or Kraken's clients (as applicable);

(b) meet Programme requirements (including the completion of all required training and compliance with the Partner Programme Policies)

(c) comply with these Terms and all incorporated documents; 

(d) designate an individual (“Partner Account Administrator”) responsible for managing the Partner’s Programme participation, including the obligations described in (d) through (f), and meeting with Kraken as necessary to discuss the business relationship and manage the activities contemplated by these Terms;

(e) provide prompt written notification to Kraken of any changes that may affect the Partner’s participation in the Programme; 

(f) authorise Kraken to publish and include the Partner’s profile and company information in the “Find a Partner” tool or any equivalent directory that helps the public identify a Kraken partner, and to identify the Partner in promotional, informational, or marketing materials, including use of the Partner’s name, logos, and other insignia, solely to indicate participation in the Programme; and

(g) conduct themselves in a professional manner and must not engage in any act or omission that could reasonably be expected to damage or bring into disrepute the reputation, goodwill, or standing of Kraken or the Programme.

1.3. Acceptance. Certain participation requirements may apply to you and will be designated by Kraken through the Partner Programme Policies which Partner must meet before Partner will be accepted to participate in the Partner Programme and is subject to Kraken at its sole discretion. Partner must disclose and provide all relevant information to Kraken in order to process the Partner enrolment to participate in the Programme.

2. Accreditation & Benefits

2.1. Accreditation Process. Following acceptance to the Programme, a Partner may pursue accreditation for each delivery site which they provide services through the Kraken Customer Platform (“Site Accreditation”). Site Accreditation is required to progress Programme tiers to maintain eligibility for Programme benefits.

2.2. Assessment and Compliance. Partner performance will be assessed periodically by Kraken against criteria described in the Partner Programme Policies. Partner must provide timely performance and operation data as requested, including any requested customer data, provided that, where customer consent is required for the Partner to share such customer data, the Partner must use all reasonable efforts to promptly obtain that consent. Failure to provide required data may affect accreditation, tier status, or Programme participation. Kraken also reserves the right to review all Partners on an annual basis and to require resubmission of eligibility requirements.

2.3. Tier Classification. Partners are designated into one of three tiers based on the aggregated performance of the Partner across accredited sites:

• On the Programme

• Recommended Partner

• Elite Partner

Tiers are assigned annually and are valid for twelve (12) months. Kraken retains discretion to adjust scores, apply weighting, or terminate accreditation early in cases of underperformance or breach of these Terms.

2.4. Benefits. Programme benefits are provided by Kraken pursuant to these Terms and the Partner Programme Policies, based on the Partner’s tier classification. Benefits are subject to change at Kraken’s discretion, and continued eligibility for benefits is conditional upon the Partner’s compliance with these Terms, the Partner Programme Policies and any other agreements between you and Kraken. You may not use any benefits for any purposes other than for their intended use as communicated to you by Kraken.  

2.5. Policy Updates. The Partner Programme Policies, as updated from time to time, set out detailed accreditation criteria, assessment frameworks, reporting requirements, and benefits entitlements for each Partner Tier. By participating in the Programme, you agree to comply with the Partner Programme Policies. The Policies are incorporated by reference into these Terms and may be amended by Kraken from time to time upon notice.

3. Compliance Obligations

3.1. Anti-Corruption. You agree to comply with all applicable anti-corruption and anti-bribery laws, including without limitation the U.S. Foreign Corrupt Practices Act and the UK Bribery Act (“Anti-Corruption Laws”). You must maintain adequate policies and procedures to ensure compliance with Anti-Corruption Laws by you and any third party acting on your behalf in connection with the Programme. You represent and warrant that neither you nor your directors, officers, or employees with decision-making authority under these Terms are government officials, have been convicted of bribery or corruption offences, or are to the best of your knowledge subject to related investigations. Kraken may suspend or terminate your participation in the Programme immediately if it believes you have breached this section. Any benefits granted may be withdrawn if they were obtained in violation of Anti-Corruption Laws.

3.2. Applicable Laws. Each party represents and warrants that it will comply with all laws, regulations, and governmental requirements applicable to its obligations under these Terms, including, without limitation, laws relating to anti-competition, anti-corruption, anti-terrorism, modern slavery, data privacy, and data security, as well as the collection, storage, transfer, or other processing of data. You further represent and warrant that you will comply with all applicable laws, statutes, regulations, rulings, or enactments of any governmental authority, including export control and trade compliance laws of the European Union, United Kingdom, and United States, whether at the federal, state, or local level, in connection with your performance under these Terms. 

3.3. Audit. Upon Kraken’s request, and at least annually (unless a prior audit reveals non-compliance), you will cooperate with and assist Kraken with any audit or review relating reasonably related to your participation in the Programme or compliance with these Terms. Such audits may include (a) Partner’s provision of records, operational data, and documents reasonably requested; (b) reasonable access to personnel, facilities, and subcontractors; (c) interviews with employees and observation of working conditions, including offshore offices, to verify compliance with applicable laws, ethical standards, and modern slavery obligation. Kraken will use reasonable efforts to conduct audits in a manner that minimizes disruption to your business operations. Failure by Partner to cooperate constitutes a material breach of these Terms. If any audit identifies material non-compliance by Partner, Kraken may recover from Partner all reasonable costs of conducting the audit, including without limitation travel and accommodation expenses, internal resource costs, and fees of any third-party auditors appointed by Kraken.

4. Security & Data

4.1. Security. Partners shall provide all services under the Programme in a secure manner and implement reasonable safeguards to protect any Kraken systems, data, or customer information they access. Such safeguards should reflect prevailing industry standards and, at a minimum, constitute reasonable care.

4.2. Data. For the purposes of these Terms, “Kraken Data” means all electronic data and information submitted by or on behalf of Kraken or its customers or affiliates in connection with the Programme, which may include any personal data of Kraken’s end customers where applicable. The Partner must: (i) prohibit any unauthorised use, disclosure, or onward transfer of Kraken Data; (ii) implement and maintain administrative, technical and physical controls that reflect industry standard practices appropriate to the sensitivity of Kraken Data; (iii) ensure its subcontractors are bound by data handling obligations no less restrictive than those set forth in these Terms; (iv) promptly notify Kraken of any actual or suspected breach or unauthorised access involving Kraken Data, and in any event within twenty-four (24) hours of becoming aware; (v) where the Partner processes (as defined under the EU General Data Protection Regulation) any personal data within Kraken Data, comply with Kraken’s Data Processing Addendum which are hereby incorporated by reference. Any Kraken Data provided through the Programme must be handled in accordance with applicable law, used only for its intended purpose, and deleted upon Kraken’s request or as required by law.

5. Logos & Trademarks

5.1. Use of Kraken Marks. All trademarks, service marks, trade names, domain names, product and service identifiers, logos, artwork, and other brand assets associated with Kraken (“Kraken Marks”) are and shall remain the sole property of Kraken. You may not register, use, or incorporate Kraken Marks (or confusingly similar designations) in domain names, business names, email addresses, social media handles, or search engine advertising without prior written permission. Your use of any Kraken Marks must be authorised by Kraken, with consent limited to authorised representatives and follow any brand usage guidelines provided by Kraken and inures solely to Kraken’ benefit.

5.2. Partner Programme Badges. Kraken may issue digital or printed badges reflecting a Partner’s Programme tier (“Programme Badges”). Partners are granted a limited, non-exclusive, non-transferable license to display Programme Badges solely to indicate their participation and tier in the Programme. Use of Programme Badges must (a) comply with Kraken’s brand usage guidelines; (b) inure solely to Kraken’s benefit; (c) not imply any endorsement of the Partner by Kraken beyond the Programme; and (d) be removed promptly upon termination of the Partner’s participation in the Programme or upon Kraken’s request.

5.3. Use of Partner Marks. Partner hereby grants to Kraken a non-exclusive, non-transferable, and non-sublicensable license to use Partner’s trademarks, trade names, service marks, and logos of Partner (“Partner Marks”), during the Term and solely in connection with Kraken’s marketing and promotion of its services involving Partner’s participation in accordance with the terms of these Terms. Kraken will ensure that its use of any Partner Mark complies with Partner’s then-current trademark use guidelines as may be changed by Partner from time to time. Other than otherwise expressly provided herein, nothing contained in these Terms will grant or will be deemed to grant to Kraken any right, title, or interest in or to Partner’s Marks. All uses of Partner’s Marks and related goodwill will inure solely to Partner. Kraken may not register or attempt to register, directly or indirectly, any trademarks, service marks, or URLs that utilise, or that are confusingly similar to, a Partner Mark. For the avoidance of doubt, Kraken may identify Partner as a partner of the Kraken services on its website and marketing and promotional materials.

5.4. Marketing. Partner shall not make any false marketing statements relating to or misrepresents the capabilities or functionalities of any Kraken services or the Kraken Platform, and all marketing and representations relating to Kraken services by Partner must adhere in substance to the marketing information that are supplied by Kraken and shall be subject to Kraken’s written agreement.

6. Warranties; Disclaimer

6.1. Warranties. Each party represents and warrants to the other party that: (i) these Terms have been duly and validly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (ii) no authorisation or approval from any third party is required in connection with such party’s execution, delivery, or performance of these Terms; (iii) the performance of the parties’ obligations under these Terms will not violate the applicable laws of any jurisdiction; and (iv) there are no pre-existing obligations or commitments under any other agreements that would conflict with or be inconsistent with or that would hinder such party’s performance of its obligations under these Terms.

6.2. Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 6.1, KRAKEN MAKES NO WARRANTIES AND SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PROGRAMME (INCLUDING ALL INFORMATION, TOOLS, AND OTHER MATERIALS RELATED TO OR PROVIDED UNDER THE PROGRAMME), EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE. YOU UNDERSTAND THAT THE PROGRAMME DOES NOT GUARANTEE THAT YOU WILL MAKE ANY SALES OR PROFITS. ALL KRAKEN INFORMATION IS PROVIDED “AS IS”.

7. Indemnification

7.1. Indemnification. You agree to indemnify, defend and hold harmless Kraken, its parents, subsidiaries, affiliates and its and their officers, agents and employees from and against any and all claims, damages, liabilities, losses and/or expenses (including reasonable attorneys‘ fees and costs) to the extent they result from and any claim or threatened claim of third parties (collectively, “Losses”) due to: (a) alleged or actual infringement or misappropriation of any copyright, patent, trademark, trade secret or other right of a third party arising from your services, materials, content, or other contributions provided in connection with your participation in the Programme; (b) your gross negligence or wilful misconduct; (c) breach of any of your representations and warranties herein; (d) Partner’s violation or non-compliance with applicable laws to the extent related to its performance under the Programme or obligations under these Terms. The terms of this provision shall survive the termination or expiration of these Terms. 

8. Limitation of Liability

8.1. Exclusions. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST BUSINESS, LOSS OF DATA OR COST OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH ANY AGREEMENT BETWEEN THE PARTIES, OR THE SERVICES PERFORMED THEREUNDER UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL KRAKEN’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THESE TERMS (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED FIVE HUNDRED BRITISH POUNDS STERLING (GBP 500).

9. Term & Termination

9.1. Term. These Terms take effect on the earlier of (the “Effective Date”) (a) the date you sign these Terms, (b) when you receive or use any Programme benefits, or (c) if you sign a separate Partner Agreement with us, on the effective date specified in that Partner Agreement. These Terms commence upon the Effective Date and except for earlier termination in accordance with this Section 9, shall remain in effect until terminated.

9.2. Termination. You may withdraw from the Programme at any time by notifying Kraken in writing. Kraken may suspend or terminate your participation in the Programme, in whole or in part, without prior written notice: (a) for any breach of these Terms (including without limitation any failure to uphold an Ongoing Requirement under Section 1.2) or any other agreement related to your participation in the Programme or the Engagement, or (b) for any attempt to impair the integrity of the Programme as determined by Kraken. In addition, Kraken, in its sole discretion, may terminate these Terms or Programme in whole or in part, for all participants, or for you alone, without cause, upon fourteen (14) days’ notice to the Partner Account Administrator or other contact provided by you in connection with your participation in the Programme. 

9.3. Effect of Termination. Upon termination, any and all license and rights granted to you pursuant to these terms shall terminate completely and you shall cease to use any Programme benefits, Kraken Data, and Confidential Information and you shall promptly return to Kraken (or at Kraken’s direction, destroy) all copies of Confidential Information in your or your personnel’s possession relating to the Programme, except where such materials are required solely to enable you to continue support for Kraken’s customers, as applicable, under existing agreements between you and Kraken and/or such Kraken customer, in which case such use must comply with the terms of those agreements and the confidentiality obligations herein. Nothing in this Section 9 (Termination) shall limit Kraken’s rights to pursue other legal remedies, including immediate court or judicial relief. All provisions that by their nature are intended to survive the termination shall survive, including, but not limited to, Sections 3, 7, 8 and 10.

10. Confidentiality

10.1. Confidentiality and Ownership of Information and Other Assets.  Neither party shall disclose to a third party any Confidential Information of the other party, except that the receiving party may disclose such information to its affiliates, employees, contractors, advisors, or other third parties, provided that (i) such recipients are bound by confidentiality obligations no less restrictive than those set forth in these Terms, and (ii) the receiving party remains fully liable for any breach of such obligations by those recipients.

10.2. Protection of Confidential Information. The receiving party shall use the same degree of care as it uses to protect the confidentiality of its own confidential information of like nature, but no less than a reasonable degree of care, to maintain in confidence the Confidential Information of the disclosing party. The parties’ confidentiality obligations will survive for an additional five (5) years after the termination of these Terms, provided that any trade secrets must be maintained confidentially so long as such information constitutes a trade secret.

10.3. Definition. For purposes of these Terms, “Confidential Information” means any information disclosed by one party to the other that is designated as “Confidential” or “Proprietary,” or that, under the circumstances, ought reasonably to be understood as confidential and/or proprietary. Such Confidential Information includes, but not limited to: (i) business plans, strategies, forecasts, and financial information; (ii) trade secrets, know-how, and proprietary processes; (iii) product designs, specifications, roadmaps, and development plans; (iv) software, algorithms, source code, and technical documentation; (v) customer lists, vendor relationships, and partner agreements; (vi) market research, pricing, and sales strategies; (vii) security protocols, internal policies, and compliance practices; (viii) any non-public legal, regulatory, or compliance-related matters; and (ix) any other information that provides a competitive or strategic advantage to Kraken.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach of these Terms by the receiving party; (ii) is lawfully received from a third party without restriction and without breach of a confidentiality obligation; (iii) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information; or (iv) is approved for release in writing by the disclosing party.

10.4. Return of Confidential Information. Subject to Section 9.3, all Confidential Information and all copies and reproductions thereof shall, upon the expiration or termination of these Terms or the Partner’s participation in the Programme or within 15 days of written request by the disclosing party, be promptly returned to it or destroyed.  Each party shall ensure that all of its subcontractors comply with this obligation.

10.5. No License. Any and all rights to the Confidential Information, including but not limited to copyright, trademarks, patents and any other intellectual property rights, shall remain the property of the discloser. No license to or in any of the Confidential Information is hereby granted directly or indirectly or implied in any way whatsoever. 

10.6. Use of Information. The Partner must not, without Kraken’s prior written consent, use Kraken’s Confidential Information or any non-public information obtained through this Programme other than solely for the purposes of its participation in the Programme, including (without limitation) for the benefit of any client, prospect, or third party or in connection with any report or analysis concerning Kraken.

11. General

11.1. Non-exclusivity. Partner acknowledges and agrees that this is a non-exclusive arrangement and neither party is prevented from pursuing other opportunities during or after the Term, provided always that in do so the party shall not breach any of these Terms in undertaking such opportunities.

11.2. Amendments. Kraken reserves the right to modify:

(A) the Programme, including, the eligibility requirements, Programme benefits (including any discounts, incentives, and pricing) at any time; and

(B) these Terms (including all documents, terms and conditions referenced herein), at any time by posting the updated Terms to its website. 

Your continued participation in the Programme will constitute your binding acceptance of the changes and your consideration supporting the modifications. Where any changes materially increase your obligations or liability in relation to indemnities, warranties or limitations of liability, Kraken will provide you with written notice (which may be by email). If you do not agree with any of the updated Terms, you must stop using the Programme benefits and your participation in the Programme will be terminated. Unless otherwise required by law, the updated Terms are effective as of the day of posting.

11.3. Consents and Permits. Partner is solely responsible (at its sole expense) for obtaining all licenses, consents, and approvals that are necessary to its performance of these Terms.

11.4. Independent Contractors. The relationship of the parties established by these Terms is that of independent contractors and neither party shall have no authority to bind the other. Neither these Terms nor your participation in the Programme shall be deemed to create a partnership, agency, joint venture, franchise, or other similar arrangement. Neither party will make any representations or warranties on the other party’s behalf. Neither party is or will claim to be a legal representative, franchisee, employee, agent, or representative of the other party.

11.5. Assignment. Neither party will assign its rights and obligations under these Terms without the written consent of the other party, except Kraken may freely assign these Terms to its affiliates. Subject to the foregoing, these Terms will be binding upon and inure to the benefit of the parties and their successors and assigns

11.6. Notices.  All notices, consents and other communications hereunder shall be made in writing, by email, mail or courier, and shall be effective (i) communications sent via certified mail will be effective as of the date received; or (ii) communications sent via email will be considered effective as of the date and time the email retained by the sender.

Contact email for Notices: notices@krakentechnologies.ltd and procurement@kraken.tech 

11.7. Force Majeure. Any prevention of or delay in either party’s performance hereunder due to labor disputes, acts of God, governmental restrictions, enemy or hostile governmental action, fire or other casualty or other causes beyond such party’s control shall excuse such party’s performance of its obligations hereunder for a period equal to the duration of any such prevention or delay.

11.8. Governing law. These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of laws principles.  The parties agree that any action, proceeding, controversy or claim between them arising out of or relating to these Terms and the Programme (collectively, an “Action”) shall be brought only in the courts of London, United Kingdom.  Each Party hereby submits to the personal jurisdiction and venue of such courts and waives any objection on the grounds of venue, forum non-conveniens or any similar grounds with respect to any Action.

11.9. Miscellaneous. These Terms (and any applicable policies) constitutes the entire agreement between the parties hereto and shall supersede any and all prior or contemporaneous written or oral promises or representations. The failure of either party to require strict performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of any subsequent breach or default or as a waiver of any such rights or provisions hereunder. If any part of these Terms shall be held to be invalid or unenforceable under applicable law, a court of competent jurisdiction shall substitute a modified provision which carries out as nearly as possible the original intent of the parties, without in any way affecting the remaining parts of these Terms. These Terms may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed an original, but all of which together shall constitute one and the same instrument. Section headings contained in these Terms are inserted for convenience of reference only, shall not be deemed to be part of these Terms for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.