LEGAL

Terrapin Partner Seat Terms

Version 1.0 · July 2026 · Terrapin Software Inc. · Incorporated by reference into Terrapin Order Forms

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These Partner Seat Terms ("Terms"), together with each executed order form or quote referencing them (an "Order Form"), form a binding agreement (the "Agreement") between Terrapin Software Inc., a Delaware corporation ("Terrapin"), and the accounting, bookkeeping or advisory firm identified on the Order Form (the "Partner"). If these Terms conflict with an Order Form, the Order Form prevails. The Terrapin consumer Terms & Conditions (tryterrapin.com/terms, the "Consumer Terms") govern individual end users of the Terrapin application; this Agreement governs the commercial relationship between Terrapin and the Partner and prevails for the Partner.

1. DEFINITIONS

"Practice Organization": the organization record created for the Partner in Terrapin, which holds the Partner's seat pool, branding configuration and firm users.
"Client": a self-employed individual or business to whom the Partner provides professional services and to whom the Partner allocates a Seat. Each Client operates within its own organization in Terrapin (a "Client Organization").
"Seat": one paid entitlement, allocated from the Partner's purchased pool to one named user (a Client user or a Partner staff user). A Seat entitles that user's organization to the paid capabilities of the Service, including exports and accounting integrations, while the Seat remains allocated.
"Service": the Terrapin platform and services made available to the Partner, including the practice console, portfolio views, seat management, branded review-pack exports and, when generally available, accounting integrations.
"Organization Features": the practice console, seat purchase and allocation, and client onboarding capabilities for partner firms, as described on the Order Form or at tryterrapin.com/partner.
"Service Start Date": the date the Service is scheduled to commence for the Partner, as stated on the Order Form. If none is stated, the Service Start Date is thirty (30) days after the Effective Date.
"Effective Date": the date of last signature on the Order Form (the "Effective Date").
2. THE SERVICE AND LICENSE

2.1 Subject to this Agreement and payment of the Fees, Terrapin grants the Partner a non-exclusive, non-transferable right during the Term to access and use the Service, and to allocate Seats to Clients and Partner staff, solely for the Partner's internal business purpose of providing accounting, bookkeeping, tax or advisory services to its Clients. The restriction in the Consumer Terms limiting use to personal, non-commercial purposes does not apply to the Partner under this Agreement.

2.2 Each individual user of the Terrapin application (including Client users and Partner staff) must accept the Consumer Terms as an end user. The Partner may not resell, sublicense or make Seats available to any person who is not a Client or Partner staff member.

3. SERVICE START DATE, ONBOARDING AND AVAILABILITY

3.1 The Term begins on the Service Start Date, not the Effective Date. The period between the Effective Date and the Service Start Date is the onboarding window, during which Terrapin will set up the Practice Organization, configure branding where applicable, train the Partner's nominated users and agree a client onboarding plan. Terrapin will onboard the Partner within thirty (30) days of the Effective Date.

3.2 If the Organization Features are not generally available to the Partner in production by the Service Start Date, the Service Start Date (and the Initial Term) will extend day-for-day until they are, at no charge to the Partner. If that extension exceeds sixty (60) days, either party may terminate this Agreement on written notice and Terrapin will refund all prepaid Fees in full. This clause is the Partner's exclusive remedy for delayed availability.

3.3 Roadmap items identified on the Order Form or in Terrapin materials as "planned", "upcoming" or "beta" (including any specific third-party accounting integration) are not conditions of this Agreement unless expressly stated on the Order Form as a committed deliverable.

4. SEATS: ALLOCATION AND CHANGES

4.1 The Partner purchases the number of Seats stated on the Order Form and allocates them to individual users through the Service. Each Seat is allocated to one named user for the remainder of the then-current Term. Seats are not reallocatable: once allocated, a Seat is consumed for that Term and may not be transferred to another user, whether or not it is later deallocated. Terrapin may, at its sole discretion and on written request, permit a one-time reallocation where a Client's engagement with the Partner has genuinely ended; nothing in this Agreement obliges Terrapin to do so.

4.2 The Partner may deallocate a Seat to end a user's paid access (for example, when a Client engagement ends). That Client's account reverts to the free tier: the Client retains access to their account and captured data, and paid capabilities (such as exports and integrations) are disabled. Deallocation never deletes a Client's data, and does not return the Seat to the pool or create any credit.

4.3 The Partner may add Seats at any time at the per-Seat rate on the Order Form (or, if none is stated for additional Seats, Terrapin's then-current partner rate), pro-rated so that all Seats co-terminate at the end of the then-current Term.

4.4 Fees are not refundable or creditable for Seats that are unallocated, unused or deallocated, except as expressly provided in clause 3.2 or clause 15.

5. FEES, INVOICING AND PAYMENT

5.1 The Partner will pay the fees stated on the Order Form ("Fees"). Fees are payable annually in advance, invoiced as set out on the Order Form, and due within fifteen (15) days of invoice unless the Order Form states otherwise. Payment may be by card or by invoice as offered on the Order Form.

5.2 Fees are exclusive of taxes, levies and duties, which the Partner is responsible for (excluding taxes on Terrapin's income).

5.3 Amounts more than ten (10) days overdue may accrue interest at the lesser of 1.5% per month or the maximum permitted by law, and Terrapin may suspend the Service on ten (10) days' written notice until paid.

6. TERM AND RENEWAL

6.1 The initial term runs for twelve (12) months from the Service Start Date (the "Initial Term") and renews automatically for successive twelve (12) month terms (each a "Renewal Term", together the "Term") unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

6.2 Terrapin may change per-Seat pricing for a Renewal Term on at least sixty (60) days' written notice before renewal.

7. CLIENTS, AUTHORITY AND THE PERSONAL-DATA WALL

7.1 The Partner represents and warrants that it has each Client's authorization to access and act on that Client's business records within the Service. Client-side confirmation within the product (accepting an invitation or connection) is also required before the Partner gains access to a Client Organization.

7.2 The Partner's access is limited to Clients' business-classified data. Data classified as personal is not visible to the Partner; this separation is enforced by the Service. Actions taken by the Partner within a Client Organization are logged and attributed to the acting user.

7.3 The Partner will use Client data accessed through the Service solely to provide professional services to that Client and for no other purpose. As between the parties and Terrapin, Clients own their data; the Partner's engagement terms with its Clients are its own responsibility, and Terrapin is not a party to them.

8. DATA PROTECTION AND SECURITY

8.1 Each party will comply with applicable data protection laws, including (as applicable) the UK GDPR, EU GDPR, CCPA and PIPEDA. Terrapin's processing of personal data is described in its Privacy Policy (tryterrapin.com/privacy); a data processing addendum is available on request and, where required by law, is incorporated into this Agreement.

8.2 Terrapin maintains an information security program including SOC 2 Type II and Google CASA certification, UK Cyber Essentials, encryption in transit (TLS 1.3) and at rest (AES-256), and read-only OAuth connections for data sources. Details: tryterrapin.com/trust.

9. BRANDING (WHITE-LABEL)

9.1 Where enabled on the Order Form, the Partner may apply its logo and brand colors within the Service across its Practice Organization and Client Organizations. The Partner grants Terrapin a license to display the Partner's marks solely for that purpose and warrants that it has the rights to them. Terrapin may retain reasonable product attribution within the Service.

10. REFERRAL PROGRAM

10.1 No referral commission accrues or is payable in respect of any Client for any period in which that Client is funded by a Partner Seat. Seats and referral rewards never apply to the same Client at the same time.

11. BETA AND EARLY-ACCESS FEATURES

11.1 Terrapin may make beta or early-access features available. They are provided as-is, may change or be withdrawn without notice, and are excluded from clause 3.2 and any availability commitments.

12. ACCEPTABLE USE

12.1 The Partner will not (and will ensure its staff do not): upload fraudulent or malicious content; circumvent security or entitlement controls; use the Service to build or train a competing product or data-extraction model; resell access outside its Client base; or reverse-engineer any part of the Service.

13. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

13.1 Terrapin and its licensors own the Service and all related intellectual property. The Partner receives only the rights expressly granted in this Agreement. The Partner grants Terrapin a perpetual license to use feedback and suggestions without obligation.

13.2 Each party will keep the other's non-public information confidential, use it only to perform this Agreement, and protect it with at least reasonable care. This clause survives termination for three (3) years; confidentiality of Client data survives indefinitely.

14. WARRANTIES, DISCLAIMER AND LIABILITY

14.1 Terrapin warrants the Service will perform materially as described at tryterrapin.com/partner. Except as expressly stated, the Service is provided "as is" and Terrapin disclaims all other warranties to the maximum extent permitted by law. Terrapin does not provide accounting, tax or legal advice; the Partner remains solely responsible for its professional services and filings.

14.2 Neither party is liable for indirect, incidental, special or consequential damages. Each party's total aggregate liability under this Agreement is capped at the Fees paid or payable by the Partner in the twelve (12) months preceding the claim. These limits do not apply to: death or personal injury caused by negligence; fraud; the Partner's breach of clauses 7.3 or 12; or either party's breach of clause 13.2.

15. TERMINATION

15.1 Either party may terminate this Agreement on written notice if the other materially breaches it and fails to cure within thirty (30) days of notice, or becomes insolvent.

15.2 On termination or expiry: allocated Seats deallocate and affected users revert to the free tier as described in clause 4.2; Clients may subscribe to Terrapin directly; the Partner may export its practice data for thirty (30) days; and Fees accrued remain payable. If Terrapin terminates for its own convenience, or the Partner terminates for Terrapin's uncured material breach, Terrapin will refund prepaid Fees pro-rated for the unused remainder of the Term.

16. GENERAL

16.1 The parties are independent contractors; "Partner" is a program label and creates no legal partnership, agency or joint venture. Neither party may assign this Agreement without the other's consent, except to an affiliate or in connection with a merger or sale of substantially all assets. Notices must be in writing to the addresses on the Order Form (email suffices). Neither party is liable for delay caused by events beyond its reasonable control. With the Consumer Terms (as applied to end users) and the Order Form, this Agreement is the entire agreement regarding its subject matter. This Agreement is governed by the laws of the State of Delaware, and disputes are subject to the exclusive jurisdiction of the state and federal courts located in Delaware.

Terrapin Partner Seat Terms v1.0 · Terrapin Software Inc. ·
partners@••••••
· Published at tryterrapin.com/legal/partner-seat-terms