Partner terms

Updated: 27 February 2020

1    Introduction

This agreement is an appendix to the partnership agreement, describing general terms for the relationship between provider and partner, and where the customer is considered a third party.

The provider's service terms (https://securepractice.co/legal/service-terms) and data processing agreement (https://securepractice.co/legal/data-processing-agreement) shall form the basis for the partnership agreement, and are hereby incorporated into this agreement. In case of conflict between partner terms and service terms, any such partner terms shall have precedence over relevant service terms.

If any special terms are stipulated in the partnership agreement, any such terms shall also have precedence over general terms, in case of a conflict.

Provider reserves the right to change the terms in this agreement and referenced appendices, given that the partner has been notified about the change no less than 60 days in advance. Should the partner wish to reject such change, the partner shall have the right to terminate the partnership agreement with effect from the time when the change should have taken place.

2    Provider obligations

Provider shall do its best to ensure happy customers and service end-users, including on behalf of the partner.

Provider responsibility towards both the partner and their customers under this agreement, is equally described in the service terms and data processing agreement, as referenced above.

Provider shall give the partner access to a web-based partner portal which is appropriate for self-service with regards to creation and maintenance of customer relationships subject to this agreement.

Provider shall offer appropriate APIs to support partner integration with services provided under this agreement, where relevant. Provider does however not provide any warranties and shall not be held responsible for any such integrations, apart from correctly consuming requests and providing responses as described by official API documentation.

Provider shall offer partner a dedicated contact person which can be contacted by partner representatives about any enquiry under this agreement. Provider can however only be held responsible for the timeliness of responding to such requests if the enquiry has been set forward through the provider's official support channels.

Provider shall support partner with the required training to facilitate responsible sales and support towards its customers, but maintains the right to in advance agree with partner a suitable price for such training.

Provider shall offer partner access to establish limited trials so that potential customers are allowed to try the services without further obligation, provided that the partner takes responsibility for obligations as otherwise required under an actual service agreement.

3 Partner obligations

Partner shall do its best to ensure happy customers and service end-users, including on behalf of the provider.

Partner shall market the provider's services as public cloud services from Secure Practice, but as an integrated part of the partner's own service offering.

Partner shall refer to the provider as a technology partner, at a minimum with logo and website link (securepractice.co), on their public websites.

Partner shall develop necessary competence on provider services, to ensure that partner representatives are able to communicate a correct service offering towards potential and existing customers. Provider shall be contacted for support in case of matters which cannot be responsibly resolved by the partner on their own.

Partner shall ensure that the provider's general service terms and data processing agreement are communicated to and accepted by the customer before service consumption begins, unless partner as a data processor through their own service agreement and data processing agreement with the customer has relieved the provider as subcontractor and sub-processor for any direct responsibility towards the customer.

Partner shall make it clear to the customer which party is responsible for which kind of data processing under the service agreement, in particular any manual processing, and for which parts of the overall service the provider cannot be held responsible for, if relevant.

Partner shall take care of signing up the customer's first administrator, provided that the service agreement includes customer access to the customer portal.

Partner shall ensure that the correct number of licensed users per customer is reported at a minimum on the last day of each billing cycle, either via partner portal or API, or by ensuring that customers maintain this information on their own.

Partner shall ensure that every customer profile is maintained with the correct contact persons for technical matters (such as service status alerts) and privacy matters (such as notification of updates on sub-processors), available to the provider. Contact persons shall at a minimum be identified with full name, phone number, and email address.

Partner shall notify provider without undue delay about the details of new service agreements, to the extent required for both parties to perform their duties under this agreement.

4    Rights

Partner is hereby granted a limited license to use relevant trademarks and intellectual property belonging to the provider, to market and sell the provider's services under this agreement, provided that the partner adheres to any instructions related to use of such material.

Provider may independently enquire the partner's customers about matters regarding customer satisfaction, including for the purpose of asking the customer to become a reference customer, given that such enquiries are of either a general nature and directed at relevant contact persons, or that the provider keeps the partner informed about any such enquiries in advance.

Provider maintains the right to directly communicate with the customer's relevant contact persons about any matters in relation to obligations under the provider's service terms and data processing agreement.

Provider shall upon request receive general information, terms and pricing about any custom services offered by partner which are directly based on and overlapping with service components offered by provider under the partnership agreement.

Partner warrants that it will not use the services in a manner which violates a third party's intellectual property rights or proprietary rights, privacy or other rights, or for any other illegal purposes, and that the provider shall be held free from harm for any violation of this.

Partner who performs analysis of information collected using the provider's services on instruction from the customer, shall ensure that the results of such analyses are returned to the provider via the partner portal or API, unless otherwise is instructed by the customer.

Provider remains instructed to process data on behalf of both the partner and the partner's customers under the partnership agreement, to any extent which is required to fulfill the service terms, and in compliance with the data processing agreement.

Service data which is classified according to Traffic Light Protocol (TLP) or similar, may be used by both parties under the restrictions defined by FIRST (https://www.first.org/tlp/) or equivalent, including when such data originates from customers or other partners.

5    Pricing

There shall be no direct cost involved in the sole establishment and maintenance of this agreement as such, however both parties agree to cover each their own costs related to maintaining their individual obligations under this agreement.

Service pricing shall be based on the provider's price list, which details the cost prices paid by partner to the provider for various product plans and other services, and suggested retail prices, based on various factors.

Pricing shall be calculated per customer based on the number of licensed users, all of which are charged at the same cost price according to the relevant quantity interval selected from the price list, unless otherwise agreed in writing.

Partner may offer services at rates provided in other currencies at their own risk, given that the provider is held free of risk from variations in other currency exchange rates and receives full payment as specified with original currency in the provider's price list.

Pricing and/or product plans may be updated by provider from time to time, and the latest price list shall accordingly be used as a basis for any new offers beyond the time of the provider's notification to partner of such adjustments.

Pricing, including any discounts and/or margins, shall not be publicly disclosed by the partner, unless already equally disclosed by the provider, or if such disclosure is otherwise required by legislation.

6    Payment

Services shall be prepaid from partner to provider for the entire billing cycle as specified in the partner's service agreement with customer, within 30 days of issue upon effective start date of agreed billing cycle, unless otherwise is specified in the partnership agreement, or agreed in writing between partner and provider for a specific customer case.

Partner shall remain solely responsible for invoicing and collecting payments from their customers without delaying any payments to the provider as incurred under this agreement.

If an invoice is more than 30 days overdue and not disputed, the provider may notify the partner that affected service agreements can be terminated unless a settlement has been received within 30 days of such notice. In any case, the overdue balance will be subject to an interest at 1 per cent per month until finally settled.

All prices from provider are given exclusive VAT, taxes or duties in any form, and provider shall be free from any such costs in relation to the partner's service agreements with customers.

7    Termination

Upon termination of this agreement, any existing prepaid service agreements between partner and customers will prevail without changes, until each their respective expiration date, or until the next billing cycle begins if no explicit expiration date is already agreed.

Without a valid partner agreement, the partner will be charged license rates in full by the provider, as if they were sold directly from the provider to their own customer.

Any partner access to customer data will be revoked at the final termination of this agreement, unless a customer has explicitly in writing instructed otherwise to the provider.