Partner Agreement General Terms and Conditions
1 – Introduction and Definitions
The parties to this Partner Agreement General Terms and Conditions are IOT Solutions AS (“IoT Solutions”) and the Customer. The Partner Agreement General Terms and Conditions form an integrated part of the Partner Agreement signed by the parties.
Ancillary Services shall mean such additional services provided by third parties where IOT Solutions act as an intermediary in connection with the delivery of the Service to the End Customer and End User.
Customer License Agreement or CLA shall mean the terms and conditions an End Customer has to accept in order to use the Services.
Commission shall mean the amount payable by IOT Solutions to the Customer for marketing and/or sale of the Services.
Confidential Information shall mean information or material that is confidential and proprietary to the disclosing party. Confidential Information includes, but is not limited to, the following types of information and other information of a similar nature: software (in various stages of development), designs, drawings, specifications, models, source code, object code, documentation, diagrams, flow charts, marketing and development plans, business plans, financial information and customer lists.
Customer means the legal entity signing the Partner Agreement.
Effective Date shall mean the date both Parties have signed the Partner Agreement.
End Customer shall mean the customers of the Customer who acquire the Services through the Customer.
End Customer Client shall mean the area within the Services that is limited to one legal entity’s data.
End User shall mean any individual that has a user log-in to the Services. That might be as an employee/consultant at End Customer or as an individual.
End User License Agreement or EULA shall mean the terms and conditions an End User has to agree upon in order to use the Service.
Sales Lead or Lead shall mean the identity of a person or an entity potentially interested in purchasing the Services, representing the first stage of a sales process.
Up Sales shall mean any extra order from End Customer, e.g. new End Users, extra modules or Ancillary Services.
Market shall mean the territory in which the Customer is permitted to market and/or sell the Services.
Partner Agreement means the agreement signed by the parties invoicing the services.
Services shall mean the application and accompanying services distributed by IOT Solutions. Services do not include Ancillary Services.
Subscription Based Services shall mean monthly Services subscription that End Customer agrees upon paying where the Customer acts as an intermediary and which are invoiced in advance by IOT Solutions or the Customer.
Term shall mean the period of time during which the Partner Agreement is in effect.
2 – The right to sell the Services
IOT Solutions and Customer agree that, during the term of the Partner Agreement, the Customer shall have a non-exclusive right to market and sell the Service in the Territory according to the terms of the Partner Agreement.
IOT Solutions will use reasonable efforts to facilitate the Customer’s activities under the Partner Agreement. This means supplying the Customer, at its written request, with information on the Services, informing the Customer promptly of major changes in the Services and prices, and responding within a reasonable time to all error reports and requests from Customer.
3 – Trademarks and Trade Names
Customer hereby acknowledges IOT Solutions’ exclusive right, title and interest in and to the Services and all and any trademarks and trade names identifying the Services and/or IOT Solutions and or its subsidiaries, and or its partners. The Customer shall not cause or permit any act that impairs such right, title and interest. Customer shall solely perform its activities regarding the Services under the trademarks or trade names specified under the Partner Agreement and/or specified by IOT Solutions in writing.
All rights to translations, websites, domains, customizations and all other tasks performed by the Customer for IOT Solutions, and or its subsidiaries, or otherwise related to the Partner Agreement is transferred to IOT Solutions free of charge when the Partner Agreement terminates for any reason. IOT Solutions can, at any point during the term of the Partner Agreement, free of charge, utilize these elements without any notice to the Customer. Any registrations of domains concerning IOT Solutions and or the Services will be subject to written consent of IOT Solutions. Upon termination of the Partner Agreement, all registered rights to such domains shall be transferred to IOT Solutions free of charge.
4 – Neutrality
IOT Solutions will always act as a neutral party, concerning the End Customer’s right to choose their preferred Customer (distributor).
5 – Changes to Services
IOT Solutions may, in its sole discretion and at any time, make changes to the existing Services or any software that facilitate the provision of the Services, including enhancements, modifications or replacements. However, in any case, such alterations cannot diminish the services level, functionalities and performance already contracted with End Customers, provided such contract has been entered into by IOT Solutions, or by Customer with necessary authorisation given by IOT Solutions. IOT Solutions is not responsible for producing all modules and functionality available in all territories.
IOT Solutions’ suppliers may at their sole discretion discontinue its products on which the Services are built by providing IoT Solutions a written notice. IOT Solutions will provide support for the Services for a maximum period of 3 months after such notice and inform Customer as soon as possible. IOT Solutions shall use its best endeavours to find a substitute for such product to be included in the Services.
6 – Marketing
There is no default marketing budget for partners. Customer is responsible for all expenses caused by its efforts to provide the Services under the Partner Agreement. Customer may apply for marketing support from IOT Solutions per activity, as agreed from case to case between the Parties.
Each party agrees that it will not, without the prior consent of the other, issue any press release or announcement or otherwise disclose the existence or nature of the Partner Agreement and/or proposed business arrangement.
7 – Support of the Service
Customer shall offer End Customer Support of the Service, and the support must fulfil the terms in Customer License Agreement (CLA). These CLA does not regulate any Ancillary Services or integrations between the Ancillary Services and IOT Solutions Service.
In the Partner Agreement, all support to End Customers performed by Customer, IOT Solutions or 3.party, will be referred as 1st line support. In the Partner Agreement, all support to Customer from IOT Solutions will be referred as 2nd line support. Any support cases involving errors in the Services shall be routed directly to IOT Solutions IOT Solutions is invoicing Customer for all time spent on 2nd support, not related to errors in the Service.
If Customer shall offer End Customers their own support agreement, all members of Customer’s support team have to complete a basic training program, performed by certified instructor from Customer or by IOT Solutions. To be a certified instructor, this person has to complete any training required by IOT Solutions. Customized training in terms of implementation, updating of knowledge or assistance with specific challenges, may also be offered by IOT Solutions. Customer shall pay for all training by IOT Solutions, including traveling time and expenses. IOT Solutions offers support by e-mail, chat and by phone only. All support is offered in the Norwegian or English language. All questions shall be performed via the e-mail address email@example.com
For IOT Solutions to supply 1st line support to End Customers, Customer must sell an IOT Solutions End Customer telephone support Agreement.
There is no commission on support agreements performed by IOT Solutions. Support from IOT Solutions is divided in 1st and 2nd support. 1st line support is in general, but not limited to, all user-related questions and reporting of errors. 2st line support is technical support.
8 – Invoicing of the Service and Commission
8.1 – Invoicing of Subscription Based Services
The Partner Agreement governs whether Customer or IOT Solutions invoices the End-Customer. If IOT Solutions is the invoicing part, Customer may qualify for commission as described below.
8.1.1 – IOT Solutions is the invoicing part
IOT Solutions sends the invoices to the End Customer. The Customer sends a quarterly list of the commission statement to IOT Solutions for its approval (if the Partner Agreement opens for recurring commission). When the list has been approved by IOT Solutions in writing, the Customer is granted the right to invoice IOT Solutions the agreed amounts. The End Customer must have paid all invoices from IOT Solutions before any commission is disbursed. Invoices for Commissions not approved by IOT Solutions, will not be accepted.
The End User will under no circumstances be object of Commission to two or more partners. The company, who first makes the End Customer or End User a paying customer, will be granted the Commission. Invoice for the period of last quarter must be received by IOT Solutions within the end of the following quarter. If Customer fails to invoice IOT Solutions within this time, the right to receive commission for the given quarter is automatically terminated.
8.1.2 – Customer is the invoicing part
The Customer send invoices to the End Customer of the Services. Monthly payment of Services shall be based on the price agreed upon in the Partner Agreement. Customer may choose to invoice the End Customer any point in in time, but IOT Solutions will invoice Customer three (3) months in advance if no other agreements have been made in writing. The Customer shall invoice and obtain payment directly from End Customers at their own cost. By choosing this invoicing method, IOT Solutions is free from all credit risk concerning End Customers and its payments. IOT Solutions will continue to invoice Customer for the remainder of the End Customer term, even if the End Customer stops payment to Customer. The Customer may invoice End Customers a set-up fee at their own risk.
8.1.3 – Customer or IoT Solutions is the invoicing part
Customer may choose if they want to invoice the End Customer themselves or if they want IOT Solutions to do the invoicing. Some modules available to the Customer may not be subject for invoicing by IOT Solutions, so Customer have to choose an invoicing routine for each End Customer. IOT Solutions will invoice Customer as soon as the order is received through available channels. The End Customer will be included in a batch invoice that is invoiced quarterly. Any additional orders between the quarterly invoices, will be invoiced separately and then added to the quarterly invoice in the future.
In any Customer Free program, IOT Solutions invoices all End Customers. IOT Solutions have no responsibility for errors in Customer´s sales process, e.g. content in access given in End Customer Client.
The opportunity to choose pricing eliminates IOT Solutions influence in how different Distributors may choose to sell their versions. IOT Solutions will be a neutral part if any of the Distributors should have any dispute over this.
8.2 – Services set for Commission
The following modules in the Service are set for Commission if it is not agreed upon a fixed purchase price.
- Concurrent Users (Customer)
- End User Homepage
- IOT Controller (System Access Point)
- Storage Usages
8.3 – Foundation for Commissions
This paragraph applies to Distributors that receives Commission. Commission is offered only on monthly fees for the Services.
Customer must complete the certification level training accordingly to the IOT Solutions requirements in order to resell the Services and receive recurring commission. If certified personnel should leave the Customer, the personnel shall be replaced within two (2) months.
To qualify for Commission the Customer must sell the amount of quarterly targeted End Customers as described in the Partner Agreement. If the Customer fails to do so, no commission is paid. Commission will be restored once the Customer can show one quarter of meeting the quarterly targets. There will be no refund of commission for the Quarters Customer did not qualify for commission. The Customer has no quarterly target for providing End Customers. There is no Commission on Customer’s own license or End Customers where Customer has more than 5% ownership.
Customer can be degraded one certifying level if the quarterly targets of the Agreement are not met.
All fees related to the consultancy work, implementation, tailoring of the Service is without commission. Upgrades of End Users that are not provided by the Customer are not eligible for commission.
Training held by IOT Solutions is not subject to Commission.
Income from Ancillary services, e.g. SMS, transactions and partner related services, is not subject to commission. This commission is based on the IOT Solutions license only, not 3.part products (even if they are white labelled as part of the IOT Solutions product line).
8.4 – Prospect, Sales Reports and Sales leads
To be subject for commission, Customer shall provide IOT Solutions with prospect data on a monthly basis or as agreed upon. If Customer fails to provide such information, the right to receive Commission will not be granted for these End Customers. In End Customer sales opportunities where Customer is inadequately certified to complete the sales process on its own, the Customer shall without undue delay forward the lead to IOT Solutions.
IOT Solutions shall also be involved in sales opportunities if the Customer is not in the possession of the necessary certification level. Leads shall then be channelled through agreed upon channels. Leads given to an individual within IOT Solutions is not set for Commission. For the avoidance of doubt, Leads sent to IOT Solutions from End Customers or End Users provided by Customer, do not entitle the Customer to any Commission. If IOT Solutions completes the sale, the Customer will be given a one-time fee of two hundred percent (200%) of the first month of recurring revenue. IOT Solutions will invoice the End Customer.
8.6 – Routines for establishing a new End Customer
IOT Solutions may, in its sole discretion, cancel any of the Customer’s orders previously accepted by IOT Solutions, or delay the time for installation and set-up of any of the Services covered thereby, if the Customer fails to fulfil any of its obligations in the Agreement. IOT Solutions will however, notify the Customer of any rejection of an order. At all times, IOT Solutions reserves the right to deny End Customers access to their client, where no payment has been received. This is further described in the Customer License Agreement (CLA).
Customer shall place orders with IOT Solutions by submitting an approved by IOT Solutions agreement including IOT Solutions Customer License Agreement (CLA), through channels agreed upon in the Agreement.
8.8 – Change in pricing
IoT Solutions may at its sole discretion change its prices regarding the Services and shall provide at least fifteen days written notice to Customer prior to the effective date of any price change in its price list or any prices in the Partner Agreement.
9 – Section applied to partners in the Partner program
9.1 – Requirements for the Partner program
This section only applies if Customer has signed an IOT Solutions Partner Agreement. The Partner Program is available to public registered Partners in markets where the Partner module is available. Customer must be an authorised Partner to enter into the Partner Agreement. The Partner must also have a minimum of ten (10) End Customer Clients in the IOT Solutions Service or if Customer is newly established, the Customer must have the same amount of End Customer Clients registered at IOT Solutions within six (6) months. These End Customers cannot be part of the same company structure nor have the same owner consolation. To offer the Service to the End Customer, there must be an Assignment Agreement between Customer and the End Customer. Customer shall in this Assignment Agreement include an URL to https://IOT Solutions.com/terms/cla.
9.2 – Service exclusive for Partners
In the Service there is a role-based user defined for an external partner. There is maximal included two (2) role based users in the End Customer client. It is not permitted for Partners to give the End Customer or End Users a login / username and password for this user. Doing so will be considered a material breach of the Partner Agreement. The End Customer or End User cannot combine any free Service from IOT Solutions with any Services delivered through the Partner Program if not agreed upon.
9.3 – Competing Services
Partners signing the Partner Agreement are allowed to use competing Partner systems for their customers. There will be considered a breach of the Partner Agreement if: Customer has any part in the End Customer terminating the Customer License Agreement (CLA) and signs an Agreement with any for IOT Solutions competing services that Customer offers.
9.4 – Legal entity
The Partner may not use the Partner Agreement as a part of a franchise of any kind, and thereby not allow access to other entities than Customer. This Agreement includes one legal entity. If Customer wants to include other legal entities, extra fee per entity is required.
9.5 – End Customers changes partner supplier
End Customers not invoiced by Customer may choose to change their partner. In cases where Customer is invoicing the End Customer and the End Customer wishes to case using Customer as their Partner supplier, there are special terms. By signing a Customer License Agreement (CLA) with IOT Solutions or another Partner supplier, End Customer may continue using the same End Customer Client. End Customer has pay all outstanding amounts related to the Service in order to assign the End Customer Client to another Partner. Customer cannot prevent the End Customer from access to the End Customer Client if all outstanding amounts is paid. Invoices related to other services Customer offer, is not part of the Partner Agreement, and Customer cannot prevent access to the End Customer Client for this reason. Customer shall help do the transition as easy as possible for all involve parties. End Customer still has the ownership to their own data accordingly to the Customer License Agreement (CLA). This implies that End Customer may order an export of data from IOT Solutions, and that End Customer has to cover all cost of such an export. IOT Solutions main interest will be to keep the End Customer an IOT Solutions customer also in the future. IOT Solutions will be a neutral part in any End Customer change of Partner.
10 – Payments default
Customer shall pay all IOT Solutions invoices within thirty (15) calendar days from the date of the invoice (“Due Date”). Customer shall pay all taxes or charges imposed by any governmental authority of any kind applicable to any of the Services provided by IOT Solutions to Customer. Customer shall pay all such sums to IOT Solutions upon demand, unless the Customer has provided IOT Solutions tax exemption certificates or licenses acceptable to the appropriate taxing authorities. Payment shall be made in the invoiced currency. Customer shall make no deductions from any amount it owes IOT Solutions, unless the Customer has received a credit memorandum from IOT Solutions authorizing such deduction.
Customer’s payment for the Services shall be considered past due if IOT Solutions does not receive it by the Due Date. If any payment is past due, IOT Solutions may declare, by giving Customer notice thereof, (i) all of the liabilities and obligations of the Customer to IOT Solutions, whether then due or not, to be immediately due unless the past due payment is received by the date specified in the notice; and/or (ii) impose a finance charge on all amounts past due or declared due pursuant to this Section equal to the lesser of one and one half percent (1-1/2%) per month or the maximum allowed by law, and (iii) charge Customer for IOT Solutions’ expenses of collection, including but not limited to attorneys’, Partners’ and experts’ fees and court costs. If IOT Solutions should not receive payments by the Due Date at repeating occasions, IoT Solutions may without further notice terminate the Partner Agreement. Upon termination of the Partner Agreement, all End Customers and End Users shall be deemed to have been transferred to IOT Solutions.
11 – Customer License Agreement (CLA) and End User License Agreement (EULA)
In order to login to the Services, all End Customers must accept the Customer License Agreement (CLA) and all End Users must accept the End User License Agreement (EULA). Signing and accepting the CLA and/or the EULA is made during the registration process for the Service on a specific webpage. No Services may be provided to End Customer or End User unless these terms accepted. Updated versions of the license terms can be found at the links below. Important and significant changes to the Partner Agreements will be announced on IOT Solutions web page in the operational messages.
12 – Confidential Information
Unless otherwise authorized in writing by IOT Solutions, Customer shall not disclose to third parties any Confidential Information regarding the Services that the Customer obtains from IOT Solutions. This also includes any data belonging to any End Customer that may have been made available for Customer during the term of the Partner Agreement. Customer shall take all reasonable precautions to protect such Confidential Information from unauthorized disclosure. IOT Solutions has the same obligation with respect to Confidential Information of the Customer obtained in the business relationship. The parties shall use the Confidential Information only for the purposes of fulfilling its obligations pertaining to the Partner Agreement. Following disclosure, the parties shall keep confidential and not disclose the Confidential Information to any other person, firm, or corporation for a period of two (2) years. The parties shall be under no obligation if any Confidential Information: (i) is or becomes part of the public domain other than by breach of the Partner Agreement by a party; (ii) is developed by a party independent of any Confidential Information; or (iii) is rightly received by a party from a third part. The parties each agree to restrict circulation of Confidential Information in their respective organizations to those employees who need to receive Confidential Information in order to carry out the above-stated purposes and to give such employees instructions to hold in confidence all Confidential Information made available to them and to use the Confidential Information only for authorized purposes.
13 – Term and Termination
This Agreement shall be effective from the Effective Date of the Agreement. The Term of the Partner Agreement is for three (3) years subject to the reservation in section 5. The Agreement is automatically renewed for a term of twelve (12) new months if not terminated. The Agreement may be terminated by the Parties upon three (3) months written notice prior to a new term.
Upon termination of the Partner Agreement for any reason, Customer shall cease acting as intermediary of IOT Solutions regards the marketing, sale and other activities regarding the Services. IOT Solutions will pay the Customer all accrued and unpaid Commissions while Customer will pay all outstanding amounts.
Either Party may terminate the Partner Agreement immediately after providing written notice upon the occurrence of any of the following events, in which case no compensation is granted:
the other party breaches any of its material obligations under the Partner Agreement and fails to cure such breach within thirty (15) days after receiving notice of such breach from the other party;
the other party suffers the appointment of a receiver or a trustee in bankruptcy, assigns all or a substantial part of its assets in favour of its creditors or otherwise takes advantage of any insolvency or similar law;
the agreed quarterly targets (if applicable) as stated in the Partner Agreement have not been met;
the other Party undergoes a change of control and the other Party reasonably determines the acquiring entity to be a direct competitor of such other Party; or
the Customer fails to pay any amounts more than thirty (15) days after such amounts have become due.
In the event of termination of the Partner Agreement, no further Commission will be provided to Customer, and Customer will not have the right to further invoicing the End Customer for the Services.
14 – Notices
Each Party shall give the other prompt notice in writing of any transaction effecting a change in control of either Party or a transfer of fifty percent (50%) or more of such Party’s assets. Each Party shall give the other prompt notice in writing of any relevant changes; hereunder changes in its name, office address and contact information. All notices required to be sent or given under the Partner Agreement shall be in writing by e-mail to an address and/or Party representative pre-approved by the other Party for such.
15 – Assignment
The Customer not may assign or otherwise transfer the Partner Agreement or any interest or right hereunder or delegate the performance of any of its obligations hereunder to any third party without the prior written consent of IOT Solutions. IOT Solutions may assign or otherwise transfer the Partner Agreement or any interest or right hereunder or delegate the performance of any of its obligations hereunder to any third party without the prior written consent of Customer.
16 – Limitation of Liability
Neither Party shall be liable to the other party for any indirect losses. In any event, the aggregate liability for IOT Solutions shall not exceed more than ten per cent (10%) of the Commission received by the Customer during the twelve months preceding the claim. IOT Solutions shall have no liability and the Customer shall hold IOT Solutions harmless of any claims made by the End Customers as a result of any act or omission made by the Customer.
17 – Waivers
Waiver by either Party of any default, or either Party’s failure to enforce any of the terms and conditions of the Partner Agreement shall not in any way affect, limit or waive such Party’s right thereafter to enforce and compel strict performance of every term and condition hereof.
18 – Force Majeure
Neither Party shall be liable for any failure or delay in performing any obligation under the Partner Agreement caused by force majeure, provided that it promptly notifies and gives full details of such cause to the other Party in writing. If the force majeure situation has endured more than two months either party may terminate the Partner Agreement without further notice.
19 – Complete Partner Agreement and amendments
This Partner Agreement supersedes, terminates and otherwise renders null and void any and all prior written and/or oral agreements between the Customer and IOT Solutions with respect to the matters herein expressly set forth, except that nothing herein contained shall be construed as intended to relieve or release either Party from its obligation to make payment of any monies which either Party may owe to the other Party.
IOT Solutions may, at its sole discretion, amend the content in the Partner Agreement General Terms and Conditions at any time. The revised version will be effective at the time it is posted on the IoT Solutions website. If the revised version includes a substantial change, Customer will be informed by an electronically notice.
20 – Legal Venue
The Partner Agreement is governed by Norwegian law. Resolution of any and all disputes arising under or as a result of the Partner Agreement or related thereto should first be sought solved through negotiations, in which both sides are obligated to participate. If these negotiations not are successful, then the venue for resolution of the dispute shall be Kristiansand, Norway.