Reseller Agreement

oceanone — a brand of SWIFT17 GmbH

Version: 23/10/2026 Governing law: Laws of the Federal Republic of Germany Language: English (controlling). A German translation may be provided for convenience; if there is a conflict, the English version prevails for B2B customers unless mandatory local law requires otherwise.

Parties

This Reseller / Agency Service Agreement (the “Agreement”) is entered into by and between:

SWIFT17 GmbH, registered in the commercial register of the Local Court (Amtsgericht) of Bad Homburg vor der Höhe under HRB 16660, registered office at Zimmersmühlenweg 71, 61440 Oberursel, Germany, VAT ID DE369492000, represented by its Managing Director Armand de Beer, trading as oceanone (the “Service Provider”);

and

the legal entity or sole trader that accepts this Agreement electronically when creating an account on the Service Provider’s platform or otherwise confirming acceptance (the “Reseller”).

Each a “Party” and together the “Parties”.

1. Recitals

A. The Service Provider provides wholesale / white-label digital marketing and related business services as described from time to time in the Portal and in Schedule 3 (the “Services”).

B. The Service Provider grants the Reseller a non-exclusive right to resell and offer the Services to the Reseller’s own customers on a retail basis under the Reseller’s brand, on the terms of this Agreement.

C. The Parties wish to record their agreement in writing. Acceptance occurs when the Reseller confirms acceptance electronically on the Service Provider’s website / Portal, or when the Service Provider first makes Services available to the Reseller, whichever is earlier (the “Commencement Date”).

2. Definitions

2.1 In this Agreement:

2.2 Headings are for convenience only. Schedules form part of this Agreement. Words importing the singular include the plural and vice versa.

3. Commencement and term

This Agreement starts on the Commencement Date and continues for an indefinite term until terminated under Clause 12.

4. Appointment and white-label model

4.1 Appointment

The Service Provider appoints the Reseller, and the Reseller agrees to act, as a non-exclusive reseller of the Services.

4.2 Grant of rights

(a) Subject to this Agreement, the Reseller may promote, market, and sell the Services to End Clients under the Reseller’s own brand.

(b) The appointment is non-exclusive. The Service Provider may appoint other resellers and may sell Services directly.

(c) Territory: the Reseller may sell worldwide, including the United States, DACH, the United Kingdom, the UAE, and South Africa, subject to applicable law (sanctions, export controls, and local marketing rules). The Service Provider may require commercial terms to be adjusted if the Reseller’s order mix across offered currencies changes materially.

(d) On termination, the Reseller may retain its End Client relationships, subject to Clauses 13–15 (confidentiality, IP, and non-solicitation of the Service Provider’s other customers).

4.3 White-label and confidentiality of identity (core)

(a) The Service Provider acts behind the scenes. Unless the Reseller gives prior written consent:

• the Service Provider will not contact End Clients;
• the Service Provider will not disclose to End Clients that the Service Provider performed the work;
• the Service Provider will not disclose the Reseller’s identity as a customer of the Service Provider to third parties (except processors under Clause 13 / Schedule 5, professional advisers under confidentiality, or as required by law).

(b) The Reseller will not represent that it is the Service Provider, nor use the Service Provider’s name or marks toward End Clients except as expressly allowed in writing.

(c) Deliverables, reports, and client-facing communications are supplied for the Reseller to brand as its own, unless the Parties agree otherwise for a specific order.

4.4 Separate orders

(a) Each order submitted via the Portal (or otherwise accepted in writing) is a separate contract for those Services under this Agreement.

(b) The Service Provider may decline an order or End Client at its reasonable discretion (e.g. legal, reputational, capacity, or sanctions risk).

5. Payment

5.1 Fees

(a) The Reseller pays the fees shown in the Portal / Schedule 2 (pricelist) for each order.

(b) The Reseller contracts separately with End Clients and sets its own retail prices.

(c) Unless credit terms are granted in writing, payment is due within seven (7) days of the invoice date via Stripe (credit/debit card and/or IBAN / bank transfer) or another method stated on the invoice.

(d) If credit is granted (Service Provider’s discretion; credit application may be required), payment is due within thirty (30) days of the invoice date.

(e) Currencies offered: Euro (EUR), South African Rand (ZAR), United States Dollar (USD), and Pound Sterling (GBP). The invoice and/or Portal selection for each order states the applicable currency.

(f) Fees are exclusive of VAT. Where VAT is chargeable, it will be added at the statutory rate. For reverse-charge or B2B intra-EU supplies, the Reseller must provide a valid VAT ID and any other information reasonably required.

(g) Late amounts may bear interest at nine (9) percentage points above the base rate published by the Deutsche Bundesbank (§ 288 BGB), plus reasonable collection costs, without prejudice to other remedies.

(h) A statement issued by the Service Provider’s accounts team is prima facie evidence of amounts outstanding, subject to proof to the contrary.

5.2 Discounts

Volume discounts or rebates apply only if expressly agreed in writing.

6. Services

The development, release, and timing of Services, features, and functionality remain at the Service Provider’s discretion. Material changes to active orders will be communicated via the Portal or email.

7. Reseller obligations

7.1 Care and skill

The Reseller must market and sell the Services with due care and skill, professionally, and in line with any reasonable guidelines the Service Provider issues.

7.2 Diligence and conduct

The Reseller must:

(a) use reasonable efforts to introduce suitable End Clients while this Agreement is in force;

(b) not engage in bribery, kickbacks, or deceptive, illegal, or unethical practices in connection with the Services;

(c) not make warranties or representations about the Services beyond what the Service Provider has authorised in writing;

(d) bear its own costs of sales, staffing, offices, advertising, and taxes;

(e) promptly tell the Service Provider about material problems, End Client feedback, and suggested improvements;

(f) on request, provide order-related information needed to deliver the Services (project briefs, brand assets, access credentials, timelines);

(g) obtain and maintain all licences and authorisations needed for its own business and for marketing the Services in its markets;

(h) ensure it has a lawful basis (and, where required, End Client consent or contract) to share End Client personal data and account access with the Service Provider for delivery of the Services.

7.3 Use of names and marks

(a) The Reseller may not use the Service Provider’s names, logos, or marks as part of the Reseller’s corporate or trading name.

(b) Limited use for internal performance of this Agreement requires prior written permission.

(c) All Service Provider Intellectual Property remains with the Service Provider except for the limited licence needed to resell and present white-label deliverables to End Clients.

7.4 No sub-agents

The Reseller may not appoint sub-agents to perform this Agreement without the Service Provider’s prior written consent.

7.5 No authority to bind

The Reseller must not commit the Service Provider to contracts, incur liabilities for the Service Provider, or hold itself out as authorised to bind the Service Provider, without prior written approval.

8. Service Provider obligations

8.1 Delivery

The Service Provider will provide ordered Services with reasonable care and skill, in a white-label manner consistent with Clause 4.3.

8.2 SEO and platform changes

If search engines or ad platforms change algorithms or policies and rankings or campaign performance change as a result, the Service Provider will update its practices where reasonably practicable. No specific ranking, traffic, or revenue outcome is guaranteed.

8.3 Liability (B2B)

(a) The Service Provider is liable without limitation for intent and gross negligence, for injury to life, body, or health, and under the German Product Liability Act.

(b) For slight negligence, the Service Provider is liable only for breach of material contractual duties (cardinal obligations), and liability is limited to the typical, foreseeable damage, capped at the fees paid by the Reseller for the affected Services in the three (3) months before the claim arose.

(c) Except as in (a)–(b), liability for indirect or consequential loss (including lost profits, goodwill, or substitute services) is excluded to the extent permitted by law.

(d) The Reseller indemnifies the Service Provider against third-party claims arising from the Reseller’s marketing, pricing, End Client contracts, or unlawful instructions/content, except to the extent caused by the Service Provider’s intent or gross negligence.

(e) On termination, the Service Provider is not liable for the Reseller’s lost profits, lost sales, or sunk infrastructure costs beyond Clause 8.3(a)–(b).

9. Warranties

9.1 Mutual

Each Party warrants it has authority to enter this Agreement and that its obligations are valid and binding.

9.2 Service Provider

(a) The Service Provider warrants that, to its knowledge, it may grant the resale rights under this Agreement.

(b) The Service Provider does not warrant that SEO or ads will be free from third-party interference (including negative SEO), that platforms will remain unchanged, or that Services will be uninterrupted or error-free.

(c) Except as stated in this Agreement and as mandatory law requires, all other warranties (including fitness for a particular purpose) are excluded to the fullest extent permitted.

9.3 Reseller

The Reseller warrants it has the resources and legal capacity to perform, will comply with applicable laws in its markets (including advertising, consumer, and data-protection rules toward End Clients), and will only provide lawful content and instructions.

9.4 Notice of claims

The Reseller must promptly notify the Service Provider in writing of claims relating to the Services.

10. Data protection

(a) Where the Service Provider processes personal data on behalf of the Reseller as processor (Art. 28 GDPR), Schedule 5 (Data Processing Agreement) applies and forms part of this Agreement.

(b) Each Party remains controller for its own customer, employee, and account data as described in the Service Provider’s Privacy Policy.

(c) Privacy contact: hello@oceanone.io. Data Protection Officer: dpo@oceanone.io.

(d) Project data needed to perform the work may be stored in the Service Provider’s encrypted systems. After a project ends, data may remain archived until the Reseller requests deletion, subject to statutory retention duties.

11. Hosting and tools

Hosting and tooling for client work follow what the Reseller / End Client provides or requests, where reasonably feasible. The Service Provider may use trusted sub-processors (hosting, email, project tools, AI tooling, payment) under Schedule 5.

12. Termination

12.1 Notice

Either Party may terminate this Agreement for convenience with thirty (30) calendar days’ written notice (email to the addresses in Clause 17 is sufficient).

12.2 Immediate termination by the Service Provider

The Service Provider may terminate with immediate effect if:

(a) it ceases to offer the Services;

(b) the Reseller becomes insolvent, files for insolvency, or ceases business;

(c) the Reseller seriously damages the Service Provider’s reputation;

(d) the Reseller abandons the relationship after reasonable contact attempts;

(e) the Reseller breaches a material warranty or fails to pay after notice; or

(f) the Reseller fails to cure any other material breach within seven (7) Business Days of written notice.

12.3 Effect of termination

On termination the Reseller must:

(a) stop offering the Service Provider’s Services as such (End Client contracts remain the Reseller’s);

(b) return or securely delete Service Provider materials and Confidential Information on request, except copies required by law or legitimate archival needs;

(c) pay all outstanding amounts.

Provisions that by nature should survive (confidentiality, IP, liability, data protection, non-solicitation, governing law) survive termination.

13. Confidentiality

13.1 Mutual obligation

Each Party must keep the other’s Confidential Information confidential, use it only to perform this Agreement, and disclose it only to personnel and processors with a need to know who are bound by confidentiality duties no less protective than this Clause.

13.2 White-label secrecy

Without limiting Clause 4.3, neither Party will publicly disclose the existence of the commercial relationship in a way that identifies the other Party to End Clients or competitors, except with prior written consent or as required by law.

13.3 Exceptions

Confidentiality does not apply to information that is public (other than by breach), independently developed, already lawfully known, approved for release in writing, or required to be disclosed by law or court order (with prior notice where legally allowed).

13.4 Return

On request or termination, each Party will return or destroy the other’s Confidential Information, subject to legal retention and ordinary backup cycles.

14. Intellectual property

(a) Nothing in this Agreement transfers ownership of a Party’s pre-existing Intellectual Property.

(b) Deliverables created for an order are licensed to the Reseller for use with the relevant End Client under the Reseller’s brand, unless a written order states that ownership transfers on full payment.

(c) The Service Provider may use anonymised / aggregated learnings and non-identifying know-how to improve Services.

(d) The relationship is not a partnership, joint venture, or employment. The Reseller acts as an independent contractor and as principal toward End Clients.

15. Non-solicitation (post-term)

15.1 Purpose

To protect Confidential Information and customer relationships, for twelve (12) months after termination the Reseller will not, in any capacity, knowingly:

(a) solicit employees or contractors of the Service Provider to leave; or

(b) solicit the Service Provider’s other reseller or direct customers (those who were customers in the twelve months before termination) to buy competing wholesale white-label services of the same kind from the Reseller.

15.2 Clarifications

(a) This Clause does not prevent the Reseller from keeping its own End Clients or from engaging another fulfilment provider for those End Clients after valid termination.

(b) Holding ≤ 5% of a listed company as a passive shareholder is not a breach.

(c) If any restraint is held excessive, it will be reduced to the maximum enforceable scope under German law (§ 139 BGB / blue-pencil principle as applied by German courts).

16. Dispute resolution

(a) A Party claiming a dispute will give written notice describing it. Within seven (7) Business Days, authorised representatives will meet (including by video) to try to resolve it.

(b) If unresolved within a further fourteen (14) days, either Party may refer the dispute to the ordinary courts.

(c) Exclusive jurisdiction: courts of Frankfurt am Main, Germany, for merchants (Kaufleute). Mandatory consumer venues remain unaffected if a Party qualifies as a consumer (Verbraucher) under German law — this Agreement is intended for B2B use.

(d) Nothing prevents either Party from seeking interim injunctive relief in any competent court.

17. Notices and contact

Service Provider SWIFT17 GmbH Zimmersmühlenweg 71 61440 Oberursel Germany Email (general / notices): hello@oceanone.io Email (data protection): dpo@oceanone.io

Reseller: the address and email provided in the Portal account.

Notices are effective when sent by email (unless a delivery-failure notice is received) or when delivered by hand / courier to the registered address. A change of address is effective seven Business Days after notice.

18. Breach

If a Party breaches this Agreement and fails to cure within seven (7) Business Days of written notice (or immediately for non-payment after the payment cure period in Clause 5), the other Party may terminate or demand performance, without prejudice to damages.

19. General

19.1 No waiver. Failure to enforce a right is not a waiver of future enforcement.

19.2 Assignment. The Reseller may not assign this Agreement without prior written consent. The Service Provider may assign to an affiliate or successor in connection with a corporate reorganisation or sale of business.

19.3 Severability. If any provision is invalid, the remainder stays in force. The Parties will replace the invalid provision with a valid one closest to the original intent.

19.4 Governing law. This Agreement is governed by the laws of the Federal Republic of Germany, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

19.5 Entire agreement. This Agreement (including Schedules and Portal pricelists / service descriptions incorporated by reference) is the entire agreement on its subject matter and supersedes prior negotiations. Changes require written form (§ 126b BGB text form / qualified electronic acceptance via the Portal is sufficient for schedule updates notified to the Reseller).

19.6 Independent contractor. The Reseller is solely responsible for its employees, taxes, and End Client relationships.

19.7 No third-party beneficiaries. End Clients have no rights under this Agreement.

19.8 Language. English controls. Communications under this Agreement shall be in English unless the Parties agree otherwise.

19.9 Costs. Each Party bears its own costs of preparing this Agreement.

19.10 Electronic acceptance. A signed PDF, qualified electronic signature, or checkbox / click-wrap acceptance in the Portal creates a binding contract under German law.

Schedule 1 — Commercial particulars

Schedule 2 — Service fees

Fees are those shown in the Portal pricelist (as updated from time to time with notice), in EUR, ZAR, USD, and/or GBP. Invoices state currency, VAT treatment, and payment method (Stripe card / IBAN or as otherwise agreed).

Schedule 3 — Products and services

Services available from time to time via the Portal, which may include (non-exhaustive): SEO; PPC / paid media; social media management; copywriting and content; web design and development; AI-assisted marketing services; graphic design; virtual assistance; Amazon / Shopify / CRM tooling support; and related consulting or training. Specific deliverables and SLAs are set per order / package description in the Portal.

Schedule 4 — Payment details

Payments are collected via Stripe (card and/or IBAN) to the merchant account of SWIFT17 GmbH, or to the bank details stated on the invoice, in the order currency (EUR, ZAR, USD, or GBP). Bank details may change; the invoice / Portal always controls.

Schedule 5 — Data Processing Agreement (Art. 28 GDPR)

The separate Data Processing Agreement (AVV) published at signup / in the Portal, or attached as Schedule 5, applies whenever the Service Provider processes personal data on behalf of the Reseller. It covers subject matter, duration, nature and purpose of processing, types of data, categories of data subjects, sub-processors, international transfers, and deletion / return on request.

End of Agreement (English draft)