Miro Solutions Partner Program Policies

Welcome, new Miro Solutions Partner! Below, you’ll find our Solutions Partner Program policies detailing registration and payout for our partners. When partners work with Miro to register new opportunities, they get a referral fee for each paying Miro customer that they drive. The language below outlines how this works, the timelines you should be aware of, and what to expect around payment terms. Partnering with Miro has excellent benefits—we’re excited to work with you!

These policies ("Policies") are hereby incorporated into and made part of the Miro Solutions Partner Program Agreement located here ("Agreement"). All defined terms in the Agreement apply to these Policies unless otherwise defined in these Policies.

Opportunity Registration

An “Opportunity” is a potential sale (including new logo or renewal) of SaaS Service licenses to a prospective or actual Customer that you present to Miro pursuant to the Agreement.
Each Opportunity must be registered through Miro’s written deal registration process, which includes submitting the Opportunity through Miro’s Program portal (submission instructions to be provided).
Miro has sole discretion on whether to accept an Opportunity and may reject an Opportunity for any or no reason.
If Miro does not respond to an Opportunity within 30 days after submission, that Opportunity is automatically rejected without any additional communication required from Miro.
To accept an Opportunity, Miro will send you an acceptance in writing (email sufficient). In that acceptance, Miro will provide you with a unique registration number. The accepted Opportunity is called a “Registered Opportunity”.

Scope and Expiration

Each Registered Opportunity applies only to the specific Opportunity it identifies, not to any other sale or renewal (whether to that Customer or its affiliates).
Once an Opportunity becomes a Registered Opportunity, it expires 6 months after registration (“Validity Period”), unless Miro specifies another period in writing at the time of acceptance.
At any time before a Registered Opportunity’s expiration, the Validity Period may be extended, with Miro’s prior written approval (email sufficient), for an additional 3 months.

Sales Efforts

For each Registered Opportunity, you and Miro will follow a mutually agreeable sales and hand-off process.
Miro has no obligation to complete any transaction with any Customer.
The negotiation and execution of a Customer Agreement with any Customer will be in Miro’s sole discretion and control. You have no authority to negotiate or execute a Customer Agreement on Miro’s behalf.

Referral Fee

Subject to these Policies, if a Registered Opportunity results in the Customer’s paid subscription to the SaaS Service, Miro will pay you a referral fee as set out below (“Referral Fee”)

Referral Fee

20% of Subscription Fees (unless otherwise agreed in writing by the parties for the specific Registered Opportunity).

*For clarity, no Referral Fees will be due to you for the sale (including Extension Opportunities) or renewal of any SaaS Service license not specifically included in a Registered Opportunity granted by Miro to you.

Subscription Fees

“Subscription Fees” means the SaaS Service subscription fees realized by Miro from a Registered Opportunity as a result of (i) Customer’s entry into the Customer Agreement and (ii) execution by Miro and Customer of the related order form for purchase of the SaaS Service (“Order”).

Reductions

For each Registered Opportunity, the Subscription Fees will be reduced by any refunds, sales taxes, credits, or other allowances Miro makes to the Customer in its sole discretion (each a “Reduction”).

If Miro makes a Reduction after Miro has paid the Referral Fee to you, Miro will select in its sole discretion one of the following options: (i) Miro will reduce the Referral Fees due in the following calendar quarter by the amount of the Reduction, or (ii) you will refund the Reduction amount to Miro within 30 days of Miro’s provision of written notice to you (email sufficient).

To initiate this process, Miro will provide notice to you describing the applicable Reduction amount. You will have 10 days from receipt to raise any dispute over the notice, and you and Miro will promptly discuss a mutually agreeable resolution in good faith.

Extension Opportunities

If the Customer, during the subscription term of the Order (“Order Term”), contacts Miro directly with an Extension Opportunity (defined below), this is not an Opportunity, and you may not seek deal registration for it pursuant to these Policies.

If the Customer, during the Order Term, contacts you directly with an Extension Opportunity, this is an Opportunity, and you may seek deal registration for it pursuant to these Policies.

“Extension Opportunity” means a Customer request, made during the Order Term only, to purchase additional licenses to the SaaS Service.

Claw-Back Provision for Bad Debt

To the extent that, either during or after the Term of the Agreement, a Customer breaches its obligation to pay the Subscription Fees pursuant to the terms of its Customer Agreement with Miro, Miro will have the right to receive a refund from you of any Referral Fee paid in proportion to the unpaid Subscription Fees (“Claw-Back”).

To initiate this process, Miro will provide notice to you describing the unpaid Subscription Fees, and Miro will select in its sole discretion one of the following options: (i) Miro will reduce the Referral Fees due in the following calendar quarter by the amount of the Claw-Back, or (ii) you will refund the Claw-Back amount to Miro within 30 days of Miro’s provision of written notice to you (email sufficient). You will have 10 days from receipt to raise any dispute over the notice, and you and Miro will promptly discuss a mutually agreeable resolution in good faith.

Payment Terms

At the end of each calendar quarter during the Term of the Agreement, Miro will provide you with a report within 30 days of the quarter’s end detailing all Subscription Fees realized by Miro and the attributed Referral Fees.
Upon receipt of a report, you will have 10 days to review the report and raise any dispute regarding its contents, otherwise the report will be deemed accepted by you and all undisputed Referral Fees in the report will become due to you. If you raise any such dispute, the parties will promptly discuss a mutually agreeable resolution in good faith, however, any such dispute will have no effect on Miro’s right to negotiate and close any Customer Agreement and be paid Subscription Fees for any Registered Opportunity.
Referral Fees that are based on Subscription Fees paid in instalments will likewise be paid in instalments.
For sales made through a reseller, distributor, or similar third party (“Reseller”), Subscription Fees only include the amount received by Miro, not the amount paid by the Customer to the Reseller.
Amounts related to contingencies that are subject to refund will be held back until the contingencies are satisfied for both GAAP revenue recognition and legal requirements.

No Other Amounts

You are not owed any amounts other than Referral Fees.
For clarity, Referral Fees apply only for Registered Opportunities for which you have complied with these Policies, and not for any other leads or opportunities identified by you, even if resulting in a sale.

Termination

For clarity, these Policies will terminate upon any termination or expiration of the Agreement.
Miro will pay any Referral Fees that become due prior to expiration or termination in accordance with these Policies.