Commercial Policy

# Commercial Policy Charter

## Purpose
This Commercial Policy defines the rules that govern commercial terms
offered to customers. It is binding on all customer-facing functions
(Sales, Customer Success, Partner / Channel) and is enforced by Deal Desk.

## Scope
Applies to:
- All new customer agreements
- All renewals (with material change)
- All partner-mediated deals
- All custom / non-standard agreements

Does not apply to:
- Self-serve / PLG transactions per standard published terms
- Auto-renewals at standard terms

## Owners and Approvers
- Policy owner: CRO + CFO + General Counsel (jointly)
- Operational enforcement: Deal Desk
- Updates: quarterly review by policy owners
- Material changes: board awareness

## Pricing Policy

### Standard pricing
- All new customers offered at published list pricing
- Published price is canonical; deviations require approval per matrix

### Discount approval matrix
[Per the deal-desk approval matrix — see business-growth/deal-desk]

### Maximum allowed discount
- Standard maximum: 50%
- Beyond 50%: CEO + Board awareness required
- Discount > 60%: only with explicit strategic-rationale documented and CEO sign-off

### Most Favored Nation (MFN)
- Not granted by default
- Granted only with: strategic-tier customer + CRO + CFO + GC approval
- Always scoped narrowly: same product, same volume, same term length, same geography
- Disclosure-only (never automatic price-match)

### Rebates
- Performance-based rebates allowed per partner-program tier
- Customer-tier rebates: discouraged; if granted, time-bounded and explicit

## Contract Policy

### Standard term
- 12-month contract with annual prepay
- Auto-renew unless 90-day notice

### Term flexibility
- < 12 months: requires Director approval
- 24-36 months: Director approval
- > 36 months: VP Sales approval
- Multi-year discounts: per discount matrix

### Payment terms
- Standard: Net 30, annual prepay
- Net 45-60: Director approval
- Net 90+: CFO approval
- Custom milestone-based: CFO approval; revenue recognition impact reviewed

### Renewal
- Standard: auto-renew, same terms, same price (or per published renewal pricing)
- Renewal expansion > 20%: deal-desk review
- Renewal contraction > 10%: deal-desk review + customer success consultation

### Termination
- Standard: termination for convenience requires 90-day notice
- Termination for cause: 30-day cure period
- Customer-requested termination flexibility: Director approval
- Mid-term termination rights: VP Sales approval

## Legal Policy

### MSA modifications
- Pre-approved modifications: tracked list in approved-modifications appendix
- Custom modifications: General Counsel approval required
- Customer-supplied MSA: full GC review; default to push back to our MSA

### Liability cap
- Standard: 1x annual fees
- 2x annual fees: GC + CFO approval
- > 2x annual fees: CEO sign-off
- Carve-outs: IP infringement, gross negligence, willful misconduct — always uncapped

### Indemnification
- Standard mutual indemnification per template
- Customer-favorable indemnification: GC approval
- Defense / settlement control: vendor by default; customer-controlled needs CEO

### Jurisdiction and governing law
- Standard: vendor's jurisdiction
- Customer jurisdiction: GC approval
- Arbitration vs litigation: per template; deviations need GC

### IP
- Standard: each party retains pre-existing; joint inventions per default
- Customer-favorable IP terms: GC approval
- Source code escrow: only for OEM / strategic; never standard customer

## Operational Policy

### SLA tiers
- Standard published SLA (99.5%)
- Enhanced SLA (99.9%): per published pricing
- Custom SLA: Customer Success + Engineering approval; pricing premium per agreement
- Custom SLA with penalties: CRO + CCO + Engineering approval

### Security commitments
- Standard SOC 2 / ISO 27001 commitments per template
- Custom security: CISO + GC approval
- Customer audit rights: GC approval (limited to annual, with notice, third-party auditor)

### Dedicated infrastructure
- Not standard; available only with CTO + GC approval
- Premium pricing required

## Customer Commitments

### Reference / case study requests
- Standard: requested but not required
- Discounted deals (> 15%): case study or reference required as condition
- Strategic logos: explicit case study + press release commitment

## Channel Policy

### Partner-mediated deals
- Per Partner Agreement; discount per tier
- Deal registration governs conflict
- Direct rep authority same as direct deals on partner-led opportunities

## Special Terms

### Performance-based payment
- Payment-on-acceptance / acceptance criteria: CFO + GC approval
- Milestone payments: CFO approval

### Ramp deals
- ≤ 3 months: Sales Manager
- 3-12 months: Director
- > 12 months: VP Sales

### Source code escrow (for customer)
- Not standard; available only with CTO + GC approval

## Documentation Requirements

Every non-standard deal documented per Deal Desk packet template:
- Deviation explicitly listed
- Justification documented
- Approver identified
- Customer commitments (if any) explicit
- Expiration / conditions clear

## Annual Review

This policy is reviewed annually by CRO + CFO + GC.
Material changes communicated to sales with training.

## Effective Date
<date>
## Last Updated
<date>
## Approved By
- CRO: <signature>
- CFO: <signature>
- GC: <signature>
- Board (acknowledgement): <date>