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Last Updated: 27th July 2023
This Partner Program Resale Agreement (“Agreement”) is made by and between Deskpro Ltd., having a principal place of business at 79 Hartfield Road, London, SW19 3ES (“Deskpro”) including where appropriate or applicable its Affiliates, and your company or entity (“Partner”).
Each of Deskpro and Partner are referred to as a “Party” and collectively as the “Parties.” The Agreement consists of the terms and conditions set forth below, any exhibits, addenda, or appendices identified below, and any Orders that reference this Agreement. This Agreement is effective immediately upon the signing of the agreement by a nominated representative on behalf of each Party.
This Agreement pertains to the use of the helpdesk software product Deskpro ("Product") provided by Deskpro. The purpose of this Agreement is to set forth the terms and conditions under which You (”Partner”) may act as a Partner and resell the Deskpro Product to third-party customers (“End-Users”) and receive a Referral Fee of 25% annually when applicable terms are met. By accessing or using the Product, Partners agree to be bound by the terms and conditions of this Agreement in addition to the Terms of Service and End User Licence Agreement.
In consideration of the foregoing and of the mutual promises contained in this Agreement, Deskpro and Partner agree as follows:
1. Purpose
Deskpro has developed and is the owner of an extensive platform of software products, services, software solutions (both Cloud and On-premise), documentation, and related information including the associated intellectual property rights. Partner desires to obtain from Deskpro the rights and licences granted herein for purposes of engaging in the marketing of various software programs and technical solutions that consist of, use, or incorporate the software products, documentation, software solutions (both Cloud and On-Premise), and related information owned by Deskpro. Partner may additionally or alternatively desire to purchase and use certain of Deskpro’s Products for use with its own managed services clients. Deskpro is willing to grant such rights and licences subject to the terms and conditions of this Agreement.
2. Obligations of Partner
2.1 Appointment of Partner
Deskpro appoints Partner, and Partner accepts such appointment, as a non-exclusive reseller to market, promote, and/or sell the Products to End-Users, in accordance with and subject to the terms and conditions set forth in this Agreement. The foregoing appointment authorises Partner to purchase Deskpro’s Products directly from Deskpro for resale either (i) on their own, as Products licensed by Deskpro to Partner’s own end-user licensees, or (ii) as part of a complete technical solution. Except for manipulation or integration of Code, Partner may bundle or combine the Products and Documentation with Partner’s own products or third-party products, but is prohibited from creating or developing any Derivative Works. In addition, subject to the terms and conditions of the Master Services Agreement, Partner shall be entitled to purchase and use of Deskpro’s subscription-based Products and software solutions (both Cloud and On-premise) to use them for its own Managed Services Clients.
2.2 Promotion and Marketing
Partner shall use its best efforts, actively and in good faith, to promote and market the Products, with the goal of acquiring new customers and increasing revenue of existing customers.
2.3 General Performance Standards
Partner shall perform its obligations hereunder in good faith and with promptness and diligence in a professional manner, using employees and representatives who are properly educated, trained, and fully qualified for the tasks they are to perform. Partner shall conduct its business in a fair, lawful, and ethical manner, reflecting favourably upon the Products and the reputation, goodwill, image, and credibility of Deskpro. Partner shall abide by any and all written policies or guidelines of Deskpro.
2.4 Sales Process
Partner must generate the sales lead, provide the Sales process, and provide 1st line support to the End-User.
2.5 Training
Partner agrees to timely participation and completion of the Deskpro partner training, including initial sales, technical, and compliance training curriculum (the “Initial Session”). Deskpro shall be responsible for training Partner and its representatives at this session and at subsequent time periods.
2.6 Partner Program Representatives
Partner shall appoint and maintain at all times a program representative and departmental contacts, who shall be the main contact persons for issues surrounding the implementation and performance of this Agreement and who shall act as liaisons with the Deskpro Program Manager.
2.7 Privacy
Partner shall adhere to full compliance with applicable privacy and data protection laws when collecting and using Personal Data regarding Deskpro’s End-Users. Partner will gather the required consent needed for compliance with privacy and data laws.
2.8 Expenses
Except as expressly provided herein, Partner shall bear and assume all costs and expenses arising from its performance of its obligations under this Agreement, including, without limitation, expenses for hiring and training personnel, facilities, work space, utilities, management, clerical or reproduction services, supplies, travel expenses such as transportation, accommodations, and meals, and advertising, marketing, and promotion of the Deskpro product.
3. Obligations of Deskpro
3.1 Promotional Materials
Deskpro shall provide the Partner with marketing collateral and access to electronic files for the production of Promotional Materials subject to the terms and conditions of this Agreement. If Partner chooses to produce additional promotional and advertising materials relating to the Products, Partner shall upon request submit all such materials to Deskpro for its approval and production of such materials shall be at Partner’s cost. Deskpro’s written approval of any such materials shall be obtained prior to use, distribution, or display of such materials. Deskpro shall have sole discretion whether to approve such materials.
3.2 Training
Deskpro shall provide the Partner with sales training alongside a Deskpro cloud account (for demo purposes only), for the duration of the Partner Agreement, to be able to use when demoing the Product to potential customers.
3.3 Technical Support
Deskpro will provide technical support to the End-User (the customer of the Partner) for the duration of their contract with Deskpro. For this reason, Deskpro will require contact details of the End-User of the Product to ensure support can be provided.
3.4 Product Developments
Deskpro shall keep Partner reasonably informed about developments concerning the Products that may be useful to Partner in the performance of this Agreement. Deskpro shall have the sole right to modify, alter, change, enhance, improve, or discontinue any or all of the Products at any time.
3.5 Publicity
As mutually agreed between the Parties, Deskpro may issue press releases announcing Partner’s appointment as a reseller of the Products and take any other action it deems appropriate to publicise the relationship between Deskpro and Partner.
3.6 Deskpro Program Manager
Deskpro will provide a point of contact to Partner for the purpose of addressing business and technical issues relating to the software Products and services being resold by the Partner.
4. Pricing and Payment Terms
4.1 Applicable Terms
In order for a Partner to qualify for the 25% Referral Fee, the End-User must be a new Customer of Deskpro (not previously in contact with Deskpro or a customer of Deskpro), purchasing any tier of the Deskpro Products.
4.2 Referral Fee
A Referral Fee of 25% will be paid to a registered Partner for the first year of payment, and it must be an annual (or multi-year) contract to qualify for the Partner Referral Fee. The Referral Fee will either be received as a discount when purchasing the Products on-behalf of the End-User, or as a payment, if the Products are purchased by the End-User, with no Partner discount applied.
4.3 Ordering Procedure
Partner must notify Deskpro, through Deskpro Program Manager, of the engagement or intent of an End-User to purchase Deskpro, through you, a Deskpro Partner.
If the End-User fulfils the Applicable Terms and criteria, the ordering process can be one of two options:
1) If Partner purchases on-behalf of End-User then Partner must request a quote from Deskpro prior to the purchase. Deskpro will provide a quote with the Referral Fee (and any other discounts viable for the End-User) applied.
2) If End-User purchases directly from Deskpro, Partner must raise an invoice (for the Referral Fee) to Deskpro within 30 days of the licence being purchased by the End-User.
4.4 Pricing
4.4.1 Partners should not sell Deskpro at a Discount, the price must reflect that shown on the Deskpro website https://www.deskpro.com/pricing
4.4.2 If Product is resold by Partner to End-User in a localised currency other than that able to be purchased on the Deskpro website (USD $, EUR €, GBP £), Partner should do utmost to provide Product to End-User at price close to currency conversion.
4.4.3 Any discounts that Deskpro offers, which include, but are not limited to Non-Profit or Education discounts, Partner can decide to provide to the End-User. Discount will be deducted from the full-list price first. The referral fee provided will then be 25% of the discounted purchase price, and not the full list price.
4.5 Renewal Fee
Upon successful renewal of Product licence by the End-User, the Partner will receive a renewal fee or discount on the repurchase of the Product of 25% of the purchase price.
4.6 Payment Terms
Payment for the Product must be paid via Bank Transfer, ACH or wire.
4.7 Monthly Contracts
If any Partner resells Deskpro to a Customer on a contract that is paid on a monthly basis or if Partner does not provide the full sales cycle; payment will be handled by Deskpro’s billing system through monthly credit card payment, and the Referral Fee received by the Partner will default to the Affiliate Fee. The Affiliate Fee (15%) will be paid monthly and only applied for the first year of the End-User paying for Deskpro. Please see Deskpro Affiliate Program for full terms.
4.8 Applicable Taxes
Partner agrees to pay any sales, value-added or other similar transaction-based taxes imposed by applicable law. Partner agrees to indemnify Deskpro as to all such taxes.
5. Data Access and Compliance
5.1 End-User Contact Information
Partner shall provide access to contact information and records relating to End-User’s who have purchased the Deskpro Products through the Partner.
5.2 Compliance Agreement
Deskpro may require the Partner to complete and comply with compliance requirements or questionnaires, to ensure Partner is compliant with requirements.
6. License and Access Provisions
6.1 Grant of License in, or Access to, Products
Subject to the terms and conditions of this Agreement, Deskpro grants to Partner, and Partner hereby accepts, a limited, non-assignable, non-sublicensable, non-exclusive right and licence to take the following actions, during the term of this Agreement, within the Territory: (i) sell, subject to the restrictions set forth in Section 6.2, the Solutions; (ii) use and display the Solutions, for purposes of promoting and demonstrating the Solutions; and (iii) use internally the Solutions, in whole or in part, as necessary to accomplish the foregoing. When reselling the Solutions, Partner shall not remove, obliterate, or alter any of the Deskpro Marks that appear therein, or any other copyright, patent, trademark, or proprietary rights notice that appears therein, and Partner shall reproduce all copyright, patent, trademark, or other proprietary rights notices that appear therein.
6.1.1 Permission to sell Deskpro Cloud
For Deskpro Cloud purchases, clause ‘2.5 No Reselling, Time-Sharing or Sub-Licensing’ in the Terms of Service, is waived only for the strict purpose of allowing the reselling of Deskpro Cloud software by a trusted Deskpro Partner, that has signed and following the terms laid out in the Partner Program Agreement.
6.1.2 Permission to sell Deskpro On-Premise
For Deskpro On-Premise purchases, clause ‘2.5 No Reselling, Time-Sharing or Sub-Licensing’ in the End User Licence Agreement (EULA), is waived only for the strict purpose of allowing the reselling of Deskpro On-Premise software by a trusted Deskpro Partner, that has signed and following the terms laid out in the Partner Program Agreement.
6.2 Restrictions
Partner shall notify each End-User prior to or upon receipt of the Products, that by accepting delivery or any use of the Product, each End-User must agree to be bound by Deskpro’s Master Service Agreement, to include Terms of Service (Cloud) or End-User Licence Agreement (On-Premise).
6.3 Grant of Reciprocal Trademark Licence
Subject to the terms and conditions of this Agreement, Deskpro hereby grants to Partner, and Partner accepts, a limited, non-assignable, non-sublicensable, non-exclusive right and licence, during the term of this Agreement, to use, reproduce, and display Promotional Materials, to create Derivative Works thereof, and to distribute Promotional Materials. All Promotional Materials given by Deskpro to Partner or created by Partner through reproduction of Promotional Materials and all materials produced by Partner through the creation of Derivative Works of the Promotional Materials remain the property of Deskpro and, except insofar as they are distributed by Partner in the course of its performance of its duties under this Agreement, shall be promptly returned to Deskpro upon the request of Deskpro or upon the termination of this Agreement, for any reason.
7. Proprietary Rights
7.1 Confidentiality
While performing their obligations pursuant to this Agreement, a Party (the “Receiving Party”) may be furnished with, receive, and otherwise have access to Confidential Information of the other Party (the “Disclosing Party”). All Confidential Information shall remain the property of the Disclosing Party. The Receiving Party shall: (i) hold all Confidential Information in strict confidence and refrain from disclosing Confidential Information to third parties except to its own or its Affiliates’ directors, officers, employees or consultants and only then if these persons have a clear need to know such Confidential Information in connection with the performance of their professional responsibilities and are bound by an obligation of confidentiality no less restrictive than set forth in this Agreement; (ii) use Confidential Information solely and exclusively for the purposes of fulfilling its obligations under this Agreement, and only as expressly authorised by this Agreement; and (iii) accord Confidential Information at least the same level of protection against unauthorised use or disclosure that the Receiving Party customarily accords to its own confidential, proprietary, or trade secret information of a like nature, but in no event less than a reasonable level of protection.
7.2 Reservation of Rights
No right or licence in the Products, Promotional Materials, or Deskpro Marks shall be implied by estoppel or otherwise, other than the rights and licences expressly granted in this Agreement. Deskpro shall retain all ownership right, title, and interest in the Products, Promotional Materials, and Deskpro Marks, subject only to the rights and licences specifically granted herein.
7.3 Acknowledgement of Rights in Product, Marks and Promotional Materials
Partner acknowledges that the Products, Marks and Promotional Materials are protected under copyright law and other laws protecting intellectual property rights and contain trade secrets of Deskpro. Partner further acknowledges the exclusive rights of Deskpro in and to the Products, and Promotional Materials, and acknowledges that Deskpro retains sole title to and ownership of the Products, and Promotional Materials, and any copies thereof or Derivative Works of Promotional Materials made by Partner. Neither Party shall register or attempt to register the other Party’s marks under the laws of any jurisdiction.
8. Data Security and use of Personal Data
8.1 Privacy Policy
All Personal Data received or collected by Deskpro in connection with the performance of this Agreement (will be processed by Deskpro in accordance with Deskpro’s privacy policy which can be accessed at https://www.deskpro.com/legal/privacy
8.2 Security Breach & Legislation
Partner shall provide written notice without undue delay of any unauthorised access, use or disclosure of Personal Data or any security breach that could affect Deskpro or End-Users or could impact the activities to be performed under this Agreement.
9. Warranties, Remedies, Limitations of Liability and Force Majeure
9.1 Ownership Warranty
Deskpro represents and warrants that: (i) it is the owner of the Products and Solutions, including all intellectual property rights therein under copyright, patent, trademark, trade secret, and other applicable law; (ii) it has the full and sufficient right and authority to grant the rights and licences granted herein; and (iii) it does not have knowledge of any claims that the Products or Solutions infringe the intellectual property rights of any third party.
9.2 Disclaimer of Warranties
Without limitation of the foregoing, Deskpro specifically does not warrant that the Products will meet the requirements of End-Users or Partner’s potential customers or that the operation of the Products will be uninterrupted or error-free. Except as expressly provided herein, the entire risk as to the quality and performance of the Products is borne by the Partner.
9.3 Limitation of Liability
The Limitation of Liability clause is inherited from the EULA and Terms & Conditions that make up the Master Service Agreement, for Deskpro and its Products.
9.4 Force Majeure
Either Party’s performance will be excused, to the extent reasonably necessary, in the event that an act of God, war, civil unrest, fire, explosion, or other force majeure event that occurs without the fault or negligence of the non-performing party prevents timely performance under the Agreement, provided that such failure to perform or delay could not have been prevented through the use of reasonable precautions, and such failure to perform or delay cannot reasonably be circumvented by the non-performing party through the use of alternate sources, work-around plans, or other means.
10. Compliance with Law
10.1 Partner represents, warrants and covenants as follows:
10.1.1 Partner shall not cause Deskpro to be in violation of any applicable laws, including, but not limited to, the Anti-Corruption Laws and applicable Export Control Laws.
10.1.2 Partner has been, is, and shall remain in compliance with Anti-Corruption Laws.
10.1.3 Partner agrees that it (i) shall not export, reexport, or transfer any Products to any country that is subject to an embargo by the U.K. Government (e.g. the Crimea region of Ukraine, Iran, North Korea, Sudan, and Syria) (collectively, the “Embargoed Countries” https://www.gov.uk/government/publications/the-uk-sanctions-list); (ii) shall not export, reexport, or transfer any Products to any instrumentality, agent, entity, or individual that is acting on behalf of, or directly or indirectly owned or controlled by, any governmental entity of any Embargoed Country; (iii) shall not export, re-export or transfer any Products to a national of an Embargoed Country; and (iv) shall not engage in any transactions or dealings with any organisation, entity, or individual identified on a Prohibited Party List or owned or operated by a person identified on a Prohibited Party List.
10.1.4 Partner shall not appoint or retain sub-partners (“Sub-Partners”) to act on Partner’s behalf unless vetted in advance and approved by Deskpro in writing.
11. Term and Termination
11.1 Term
The term of this Agreement shall commence upon the Effective Date and shall continue until terminated by either of the Parties as authorised herein.
11.2 Termination
Either Party may terminate the Agreement for convenience, without cause, at any time, upon not less than thirty (30) days written notice to the other Party.
11.3 Rights Upon Termination
Upon termination of this Agreement, for any reason, all of the rights and licences granted to Partner hereunder shall immediately terminate, and Partner shall immediately: (i) cease any and all use, reproduction, sublicensing, and distribution of the Products; (ii) discontinue any and all promotion, solicitation, marketing, and demonstration relating to the Products; (iii) cease creating Derivative Works of the Promotional Materials; and (iv) cease offering maintenance and support in connection with the Products.
11.4 Rights Not Affected by Termination
The termination of this Agreement shall not impair the right or licence of any End-User in Products that were sold to such End-User pursuant to this Agreement prior to its termination.
11.5 Survival
In the event of termination of this Agreement, regardless of the reason for termination, the provisions of Sections 7-12 of this Agreement, and any other Articles and Sections which by their nature are intended to survive, shall survive and continue in perpetuity.
12. General
12.1 Relationship of the Parties
Partner and Deskpro shall be independent contractors. Nothing in this Agreement or in the conduct of the Parties shall be interpreted or construed as creating or establishing any relationship between the Parties other than that of independent contractors. Without limitation of the foregoing, the Parties expressly provide that neither Party shall be deemed an agent nor employee of the other Party and the Parties shall not be deemed partners or joint venturers. Neither Party shall have the right to (i) enter into, create, or assume, directly or indirectly, any oral, written, or implied contracts or legal obligations or liability for or on behalf of the other Party or that Party’s affiliates; (ii) represent to the public that such Party has any actual or apparent authority to legally bind the other Party or that Party’s affiliates without the express prior written consent of the other Party; (iii) pledge the credit of the other Party or that Party’s affiliates; or (iv) commence any legal proceeding in the name of or on behalf of the other Party or that Party’s affiliates.
12.2 No Waiver of Default
No waiver will be effective unless documented in a writing signed by an authorised representative of the Party against which enforcement of the waiver is sought.
12.3 Non-Solicitation
During the term of this Agreement and for one (1) year after the termination of this Agreement, Partner shall not solicit, discuss employment with, offer employment to, nor otherwise use, hire, or utilise the services of any employee of Deskpro or any person who has been employed by Deskpro within one (1) year prior to the date of solicitation, hiring, or other such activity.
12.4 Assignment
This Agreement will be binding upon the respective successors and permitted assigns of the parties. Notwithstanding the foregoing, Partner shall not assign this Agreement without the prior written consent of Deskpro.
12.5 Insurance and Risk of Loss
During the term of this Agreement, Partner shall maintain Employers’ Liability Insurance (or similar, such as Worker’s Compensation insurance), comprehensive general liability insurance, and property damage insurance, as required by law and in an amount reasonably sufficient to cover potential claims against Partner.
12.6 Notices
All notices, requests, and demands expressly contemplated by this Agreement shall be in writing and shall be deemed to have been duly given: (i) when hand-delivered to the addressee; (ii) when transmitted by confirmed email with a duly signed scan of the Notice attached; (iii) one (1) business day after being given to an overnight courier with a reliable system for tracking delivery; or (iv) three (3) business days after the day of mailing, when mailed by registered or certified mail, return receipt requested, postage prepaid. Notices to Deskpro shall be sent to the address set forth in the preamble, Attn: Head of Legal, with a copy sent by confirmed e-mail, to support@deskpro.com. Unless otherwise specified by Partner in writing, Notices to Partner shall be sent to the Partner’s e-mail address provided in the corresponding Order or, if no such e-mail address has been provided, to the registered agent of the Partner in the jurisdiction in which the Partner is organised or incorporated. Any Party may change the address to which Notices are to be delivered by giving the other Party Notice.
12.7 Governing Law and Choice of Forum
This Agreement shall be governed by and construed in accordance with the laws of England and Wales, notwithstanding any choice of law rules that would apply the substantive law of any other jurisdiction. Claims or disputes arising under or in connection with this Agreement shall be resolved in the courts within the City of London, whose judgement may be entered and enforced by any court having jurisdiction over the Parties or their assets. The Parties consent to the jurisdiction of such courts and waive any objections to the jurisdiction or venue of such courts.
12.8 Severability
If any provision of the Agreement is held invalid by a court with jurisdiction over the Parties to the Agreement, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and the remainder of the Agreement will remain in full force and effect. The remainder of the Agreement will continue in effect as if the Agreement had been entered into without the invalid portion.