Effective date: 1 June 2026
Parties
This MSP Partner Agreement (the "Agreement") is entered into between Sentaro AB, org. no. 559350-3120, Birger Jarlsgatan 57, 113 56 Stockholm, Sweden ("Sentaro"), and the managed service provider identified in the applicable Order Form ("Partner").
Background
Sentaro provides a cloud-based, AI-driven email security service for Microsoft 365 and Google Workspace (the "Service"). The Partner is a managed service provider that wishes to resell, provision, onboard and manage the Service on behalf of its own business customers ("End Customers"). This Agreement sets out the terms on which the Partner may do so.
1. Definitions
1.1 "Service" means Sentaro's email security service per the applicable Documentation.
1.2 "End Customer" means a business customer onboarded by the Partner that uses the Service.
1.3 "Sentaro Customer Terms" means Sentaro's Terms of Service (Exhibit A) and Data Processing Agreement (Exhibit B), as updated from time to time.
1.4 "End Customer Agreement" means the agreement between the Partner and an End Customer for the Partner's managed services that include the Service.
1.5 "Order Form" means an ordering document referencing this Agreement that sets out tenants, seats, term and pricing.
1.6 "Derived Data", "Global Model" and "Third-Party AI" have the meanings given in the DPA (Exhibit B).
2. Appointment
2.1 Sentaro appoints the Partner as a non-exclusive, worldwide Authorized MSP to market, resell, provision and manage the Service for End Customers, subject to applicable export, sanctions and data protection laws.
2.2 The Partner purchases the Service at the Partner price (Exhibit C) and resells or includes it in its managed services to End Customers at prices the Partner sets, in its own name and for its own account.
2.3 The appointment is non-exclusive. Sentaro may sell directly and appoint other partners. The Partner may not appoint sub-distributors without Sentaro's prior written consent.
2.4 No authority to bind. The Partner has no authority to make commitments or representations on Sentaro's behalf beyond Sentaro's published materials.
3. Onboarding and Management of End Customers
3.1 End Customer acceptance of Sentaro terms. As a condition of provisioning the Service to any End Customer, the Partner shall ensure that the End Customer accepts the Sentaro Customer Terms (Exhibit A and Exhibit B), including Sentaro's right under DPA Section 7 to generate Derived Data and to develop and train detection models and the Global Model on data derived from multiple customers, to use limited Third-Party AI for threat-signal analysis, and the tiered retention in DPA Section 9. The Partner shall not provision the Service for an End Customer that has not accepted these terms.
3.2 Provisioning. The Partner may provision and configure the Service across End Customer Microsoft 365 / Google Workspace tenants using the Partner administration tools made available by Sentaro, and is responsible for correct configuration and least-privilege permissions.
3.3 Accurate representations. The Partner shall describe Sentaro's data processing, including model training and use of Third-Party AI, accurately and consistently with Sentaro's published materials, and shall not make representations beyond them.
3.4 First-line support. The Partner provides first-line support to its End Customers. Sentaro provides second-line support to the Partner per Exhibit C or the support policy.
3.5 Platform compliance. The Partner and each End Customer shall comply with Microsoft and Google terms applicable to API and OAuth access used by the Service.
3.6 Lawful basis. The Partner shall ensure that, for each End Customer, there is a lawful basis for the Processing contemplated by the Sentaro Customer Terms, and that required notices and consents are in place.
4. Data Protection and Roles
4.1 Roles. For each End Customer, the End Customer is the Controller of its Customer Data, the Partner is typically a Processor acting on the End Customer's behalf, and Sentaro is a Subprocessor for delivery of the Service. For the development and training of detection models and the Global Model, Sentaro acts as an independent Controller as described in DPA Section 2.2.
4.2 Flow-down DPA. The Partner shall ensure that its End Customer Agreement and any processor terms between the Partner and the End Customer are consistent with, and pass through, the Sentaro DPA (Exhibit B), including the model-development, Third-Party AI and retention terms.
4.3 Subprocessors. The Partner acknowledges the Sentaro Subprocessor list (including Anthropic for Third-Party AI) and the End Customer's right to object on reasonable data protection grounds as set out in the DPA.
4.4 Security. Sentaro maintains the security measures in the DPA, including encryption in transit (TLS 1.2+) and at rest (AES-256) and Security Incident notification within 48 hours.
5. Sentaro Obligations
5.1 Sentaro provides the Service per the Documentation and applicable service levels.
5.2 Sentaro provides the Partner with reasonable sales enablement, product information and updated marketing materials, and second-line support.
6. Partner Obligations
6.1 The Partner shall actively and professionally market and manage the Service and protect Sentaro's brand and reputation.
6.2 The Partner shall complete any certification Sentaro reasonably requires before provisioning the Service, and keep relevant personnel trained.
6.3 The Partner shall comply with applicable law, including data protection, marketing, export and sanctions law.
7. Pricing, Discount and Payment
7.1 The Partner receives the discount set out in Exhibit C (which may be volume-based) off Sentaro's list price.
7.2 All prices exclude VAT and other taxes, which are added as required by law.
7.3 Sentaro invoices the Partner monthly for active seats/tenants. Payment terms are 30 days net. Late payment accrues interest at the lower of 1.5% per month or the maximum allowed by law.
7.4 Sentaro may change list prices on 60 days notice; changes do not affect the current subscription period of existing End Customer subscriptions.
8. Intellectual Property; Trademarks
8.1 All IP rights in the Service, Derived Data and the Global Model belong to Sentaro or its licensors. The Agreement grants no rights beyond those expressly stated.
8.2 The Partner may use Sentaro's trademarks solely to market the Service per Sentaro's guidelines; the right ends when the Agreement ends.
9. Confidentiality
Each party protects the other's confidential information using reasonable care and uses it only to perform under this Agreement. The obligation survives two years after termination.
10. Warranties; Security Disclaimer
10.1 Sentaro provides the Service in a professional and workmanlike manner during the term.
10.2 Security determinations. The Partner acknowledges, and shall inform End Customers, that cybersecurity risk cannot be eliminated and that the Service is a detection tool; Sentaro does not guarantee that all threats will be detected or prevented.
10.3 Except as stated, the Service is provided "as is"; Sentaro disclaims implied warranties to the maximum extent permitted by law.
11. Limitation of Liability
11.1 Except for indemnification, breach of confidentiality, and infringement of Sentaro IP, neither party is liable for indirect or consequential damages, including lost profits or lost data.
11.2 Except for those carve-outs, each party's total liability shall not exceed the amounts paid by the Partner to Sentaro in the 12 months before the event giving rise to the claim.
12. Term and Termination
12.1 The Agreement runs for 12 months from the Effective date and renews for successive 12 month periods unless terminated in writing at least 3 months before period end.
12.2 Either party may terminate for uncured material breach within 30 days of written notice (10 days for non-payment), or on the other party's insolvency.
12.3 Effect on End Customers. On termination, the Partner's right to market and provision the Service ends. Existing End Customer subscriptions are handled per Exhibit D, for example transition to a direct agreement with Sentaro or to another partner, so that End Customers are not cut off mid-term. Sentaro's rights to Derived Data and the Global Model survive.
13. Governing Law and Disputes
This Agreement is governed by Swedish law. Disputes are resolved by the courts of Stockholm, Sweden, and the parties consent to exclusive jurisdiction and venue.
14. Miscellaneous
14.1 Amendments must be in writing and signed by both parties.
14.2 The Partner may not assign without Sentaro's consent; Sentaro may assign to an affiliate or on merger/sale.
14.3 The parties are independent contractors; no agency, employment or joint venture is created.
14.4 This Agreement, its Exhibits, Order Forms and the Sentaro Customer Terms are the entire agreement regarding the subject matter.
Exhibits
- Exhibit A: Sentaro Terms of Service.
- Exhibit B: Sentaro Data Processing Agreement, including model development, Third-Party AI and tiered retention.
- Exhibit C: Partner pricing, discount schedule and support terms.
- Exhibit D: End Customer onboarding checklist and end-of-term transition.