The agreement governing the relationship between Nexthor PPF and an active Pilot in the Nexthor Partner Network.
A territory is not a marketing area. It is a contractual position - the right to be the primary point of contact between Nexthor and the studios that operate within it.
The Nexthor Pilot role is structured around that position. The Agreement that follows defines how the territory is assigned, what holds it, what loses it, and the economic relationship that runs through it.
The Policies referenced in Section 12 govern the operational detail.
Nexthor PPF is a brand operated by Digital Bug s.r.o., IČO 54330483, with registered office at Okružná 20, 058 01 Poprad, Slovak Republic (hereinafter "Nexthor").
The Pilot is the individual or business entity who has accepted this Agreement through the digital signing process (hereinafter "Pilot" or "you").
Together, Nexthor and the Pilot are referred to as the "Parties."
The Pilot operates as an independent contractor. Nothing in this Agreement creates or implies an employment relationship, agency, joint venture, franchise, or partnership between the Pilot and Nexthor or Digital Bug s.r.o.
The Pilot:
Nexthor pays commissions exclusively against a valid invoice issued by the Pilot's registered business entity. No invoice, no payment.
A Pilot is a trained sales representative within the Nexthor Partner Network. The Pilot's role is to identify, approach, and close PPF installation studios as members of the Nexthor Installer Club, and to manage ongoing relationships with studios in their assigned territory.
Upon activation, the Pilot is recognized as a Nexthor Pilot with full authorization to represent Nexthor PPF in their assigned territory. This authorization is inherent to the Pilot role and is governed by the Brand & Marketing Guidelines Policy. The title "Nexthor Pilot" implies this authorization - no separate designation is required.
This Agreement becomes operational - and the Pilot may begin active field work - only after all of the following conditions are satisfied:
Nexthor reserves the right to decline activation at its sole discretion, including after this Agreement has been signed, without being required to provide a reason. Signing this Agreement does not guarantee activation or the commencement of any commercial relationship.
Upon activation, Nexthor will conduct an onboarding session covering the Pilot Activity Log, commission system, partner policies, and territory rules. The Pilot is expected to engage with this session fully before beginning independent field activity.
Upon activation, Nexthor will issue a Territory Assignment Notice in writing defining the geographic area within which the Pilot is primarily authorized to prospect and recruit studios.
Territory assignment is governed by the Territorial & Authority Rules Policy, which forms part of this Agreement by reference. Key principles:
Changes to the territory are communicated by Nexthor via a revised Territory Assignment Notice and do not require an amendment to this Agreement.
The Pilot earns commissions on PPF rolls purchased by studios in their network, in accordance with the Nexthor Compensation Plan, which forms part of this Agreement by reference.
Nexthor reserves the right to modify commission rates in accordance with the Compensation Plan's notice requirements. Modifications do not require an amendment to this Agreement.
To maintain Active Pilot status and full commission eligibility at all three levels, the Pilot must demonstrate qualifying activity at least once per rolling 12-month period, as defined in the Activity & Lifecycle Policy.
Qualifying activity includes: independently closing a new studio, attending a Nexthor-assigned studio visit, submitting three or more qualifying visit reports, or any other activity Nexthor expressly recognizes in writing as satisfying the requirement.
Before transitioning a Pilot to Passive status due to inactivity, Nexthor will provide the Pilot with at least 30 days' written notice identifying the missed activity period and giving the Pilot an opportunity to satisfy the activity requirement or explain extenuating circumstances. Nexthor retains final discretion to apply the transition after this notice period.
In Passive status, the Pilot retains Level 1 commissions from directly signed studios but may not prospect, recruit, or represent Nexthor in the territory. Return to Active status requires Nexthor's express written consent and is assessed case by case. Full details are in the Activity & Lifecycle Policy.
By signing this Agreement, the Pilot commits to the following obligations throughout the term of the partnership and, where stated, after its termination.
The Pilot acknowledges that through this Agreement they gain access to Nexthor's confidential business information, partner network, pricing, and commercial relationships. To protect Nexthor's legitimate business interests, the Pilot agrees to the following post-termination restrictions.
For a period of 12 months following the termination of this Agreement for any reason, the Pilot will not, directly or indirectly, contact, approach, represent, or provide sales or referral services to any studio that the Pilot personally signed as a Nexthor Installer Club member during the term of this Agreement, for the purpose of selling or promoting PPF products or services from any supplier other than Nexthor.
This restriction is intentionally limited in scope to studios directly signed by the Pilot, in order to be proportionate and enforceable under applicable law. It does not prevent the Pilot from working in the PPF industry generally or from working for a competing supplier in relation to studios they did not sign for Nexthor.
Consideration for non-compete: The Parties agree that the ongoing Level 1 commissions payable to the Pilot after voluntary termination (described below) constitute adequate and reasonable consideration for this non-compete obligation, satisfying any requirement for compensation under applicable law including the Slovak Commercial Code.
Blue-pencil clause: If any court finds this non-compete clause unenforceable as drafted, the clause shall be automatically reduced to the minimum duration, geographic scope, or subject-matter scope that the court finds enforceable under applicable law. The Parties expressly authorize such reduction. The clause shall not be void in its entirety if a reduced version is enforceable.
For a period of 12 months following termination, the Pilot will not:
The non-solicitation is intentionally consistent in scope with the non-compete above - limited to directly signed studios only - to ensure proportionality and legal consistency. The same blue-pencil mechanism applies.
If the Pilot breaches the non-compete or non-solicitation obligations above, all commission entitlements - including Level 1 commissions from directly signed studios - terminate immediately upon Nexthor becoming aware of the breach. Nexthor reserves the right to seek damages for any losses caused by the breach.
If the Pilot terminates this Agreement voluntarily and does not breach the non-compete or non-solicitation obligations, Level 1 commissions from their directly signed studios continue to be paid for as long as those studios remain active Nexthor customers, subject to the Passive status conditions in the Activity & Lifecycle Policy. Level 2 and Level 3 commissions terminate upon the Pilot's departure from Active status.
This Agreement is effective from the date of digital acceptance and continues indefinitely until terminated by either Party.
The Pilot may terminate this Agreement at any time by providing 14 days written notice to Nexthor at info@nexthorppf.com. During the notice period, the Pilot is expected to hand over active leads, introduce pending prospects to Nexthor, and cooperate fully with the transition.
The Pilot may terminate this Agreement immediately and without prior notice if Nexthor:
In the event of termination by the Pilot for cause, the Pilot's post-termination obligations under Section 8 (non-compete and non-solicitation) are reduced to 3 months.
Nexthor may terminate this Agreement with 14 days written notice for reasons that do not constitute an immediate serious violation, including persistent non-compliance with Policies after formal warning, sustained inactivity, or conduct that is damaging but not immediately serious.
Nexthor may terminate this Agreement immediately and without prior notice for any of the grounds listed in the Conflict Resolution & Enforcement Policy under "Immediate termination", including fraud, falsification of records, bribery, serious GDPR breach, deliberate brand damage, or active solicitation of Nexthor partners to a competing program.
Neither Party is liable for failure or delay in performing their obligations under this Agreement where such failure or delay is caused by events beyond their reasonable control, including but not limited to: war, armed conflict, pandemic, natural disaster, government action, regulatory change, or sustained infrastructure outage.
The affected Party must notify the other Party as soon as reasonably practicable after becoming aware of a force majeure event. Both Parties agree to cooperate in good faith to mitigate the impact.
If a force majeure event prevents a Party from performing their material obligations for a continuous period exceeding 90 days, either Party may terminate this Agreement in writing without penalty. Final commissions (clawback window passed) are paid in the normal course. Pending commissions are reviewed in good faith.
The Pilot acknowledges and accepts the following rights reserved by Nexthor, exercisable at Nexthor's sole discretion:
Nexthor's failure to exercise any right at any time does not constitute a waiver of that right. A waiver of one breach does not constitute a waiver of any subsequent or different breach.
The following Nexthor Policies form an integral part of this Agreement and are binding on the Pilot from the date of signing. The Pilot confirms they have read and understood each of these documents before accepting this Agreement:
Nexthor may update any of these Policies from time to time in accordance with the notice requirements stated in each Policy. Policy updates do not require an amendment to this Agreement. The Pilot's continued participation following a Policy update constitutes acceptance of the updated Policy.
Governing law. This Agreement is governed by the laws of the Slovak Republic. Mandatory provisions of EU law and the mandatory commercial or consumer protection provisions of the Pilot's country of residence continue to apply to the extent required by applicable law, including the EU Commercial Agents Directive (86/653/EEC) where applicable.
Dispute resolution process. Any dispute arising from or related to this Agreement must first be submitted to Nexthor's internal dispute resolution process as described in the Conflict Resolution & Enforcement Policy. The Pilot agrees not to initiate court or arbitration proceedings before completing the internal process, except where urgent injunctive or interim relief is required to prevent immediate and irreparable harm. If the internal process does not resolve the dispute within 30 days of submission, either Party may refer the matter to the competent courts of the Slovak Republic.
Language. This Agreement is in English. In the event of any conflict between this version and any translation, the English version prevails.
Entire agreement. This Agreement, together with the Policies listed in Section 12 and the Territory Assignment Notice, constitutes the entire agreement between the Parties regarding the Pilot relationship and supersedes all prior discussions, representations, and agreements on this subject matter.
Severability. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be severed and the remaining provisions continue in full force and effect. Where a provision contains an explicit blue-pencil clause (such as Section 8), that reduction mechanism applies to that provision in addition to severability.
Amendment. This Agreement may only be amended by a written document signed by both Parties. Policy updates by Nexthor, made in accordance with the notice requirements in each Policy, do not constitute an amendment to this Agreement and are binding on the Pilot upon taking effect.
No waiver. Nexthor's failure or delay in exercising any right under this Agreement does not constitute a waiver of that right. A waiver of one breach does not constitute a waiver of any subsequent or different breach.
By digitally accepting this Agreement, the Pilot confirms that:
Digital acceptance - whether by electronic signature, confirmed checkbox, or written email confirmation - constitutes a legally binding acceptance of this Agreement. Nexthor maintains a consent log recording the acceptance event. Upon written request, Nexthor will provide the Pilot with a copy of their consent log entry including the agreement version, timestamp, and method of acceptance.
