Pro2col Partner Agreement - Authorised Level


In consideration of building a business relationship between Pro2col and the partner below, the following reseller agreement is made on the

BETWEEN

Pro2col Limited, 144 Tuckton Road, Bournemouth, BH6 3JX

AND


WHEREAS, the parties to this agreement acknowledge that each party intends to entrust the other party with certain business and technical information relating to them, which may include confidential, personally identifiable data, proprietary information and trade secrets;

WHEREAS, each party is willing to entrust such information to the Recipient only subject to the terms and conditions set forth herein;

Confidential Information

“Confidential Information” disclosed between these parties is defined as product, financial/pricing information, customer/end user/vendor related data – including personally identifiable data, services/support and other business information, trade secrets, software, strategies, techniques, specifications, technical or know-how data, research and development, ideas, inventions, patent disclosures that may be disclosed between the Parties whether in written, oral, electronic, website-based, or other forms.

Nondisclosure of Confidential Information

Both parties agree that the one receiving Confidential Information will promptly notify the disclosing party of any unauthorized use or disclosure of Confidential Information or security incident leading to a potential data breach or any other breach of this Agreement; and assist the disclosing party in every reasonable way to retrieve any Confidential Information that was used or disclosed by the receiving party or an employee, agent and representative of the receiving party without the disclosing party’s specific prior written authorisation and to mitigate the harm caused by the unauthorized use or disclosure.

Both parties agree that upon the request of the party disclosing Confidential Information, the receiving party will (a) promptly return to the disclosing party all materials furnished by the disclosing party containing Confidential Information, together with all copies and summaries of Confidential Information in the possession or under the control of the receiving party, and provide written certification that all such Confidential Information has been returned to the disclosing party, or (b) promptly destroy all materials furnished by the disclosing party containing Confidential Information, together with all copies and summaries of Confidential Information in the possession or under the control of the receiving party, and provide written certification that all such Confidential Information has been destroyed by the receiving party.

Permitted Use

A Recipient will use the same degree of care, but no less than a reasonable degree of care, as the Recipient uses with respect to its own similar information to protect the Confidential Information and to prevent (a) any use of Confidential Information not authorized in this Agreement; (b) dissemination of Confidential Information to any employee, contractor, advisors, and/or agent (collectively, “Representatives”) of Recipient without a need to know and who are not subject to legally binding obligations of confidentiality no less restrictive than those imposed by this Agreement; (c) communication of Confidential Information to any third party or (d) publication of Confidential Information.

Exclusions

This Agreement imposes no obligation upon a Recipient with respect to Confidential Information which (a) the Recipient can demonstrate was already in its possession before receipt from the Discloser; (b) is or becomes publicly available through no fault of the Recipient; (c) is rightfully received by the Recipient from a third party without a duty of confidentiality; (d) is disclosed by the Discloser to a third party without a duty of confidentiality on the third party; (e) is independently developed by the Recipient without a breach of this Agreement; or (f) is disclosed by the Recipient with the Discloser’s prior written approval.  If a Recipient is required by a government body or court of law to disclose Confidential Information, the Recipient agrees to advise the Discloser immediately

Disclaimers

Each party warrants that it has the right to disclose its Confidential Information. No other warranties are made and no responsibility or liability is or will be accepted by either Party as to the accuracy or completeness of the Confidential Information. All Confidential Information is provided “As Is”.

No Obligation

This Agreement imposes no obligation on a Party to exchange Confidential Information or to purchase, sell, license, transfer or otherwise make use of any technology, services or products.

Imitation

The reseller must not in any way imply that he is the agent of Pro2col, since this implies one who acts on behalf of and with authority from a principal.

Customer order conditions

Any provisions of the customer's order which conflict with, or are in addition to Pro2cols general terms and conditions or any special terms of business provided alongside quotation shall be excluded.

Should any of these general terms of business and conditions of sale be inapplicable, this would not imply that the rest of the present terms do not remain valid.

Price

Pro2col will provide quotes for products and services directly to the Reseller. All quotes will include the authorised reseller discount indicated and agreed as well as the MSRP. Orders placed by the Reseller shall be at the quoted Reseller discounted price

Deal Registration

Pro2col are a key partner to a number of leading MFT and file sharing vendors. It is critical that you register your opportunities with us in order for us to register them with the appropriate vendor/s in question in a timely manner. If an end user approaches a vendor first we may not be able to provide you with full margin or work the opportunity.

Where deal registration lies between the vendor or Pro2col and another partner our position is considerably weakened to assist you in winning the business.

Registering a deal with Pro2col ensures the project will be secured to the reseller as partner of choice for the specific project and additional margin will be granted on top of the standard reseller margin.

Deals can be registered in our partner portal www.reseller.pro2col.com They will be approved or declined based on verification from Pro2col for following prerequisites:

  • There is no such project registered already for this end customer with Pro2col or the Vendor
  • The project registered is not a Renewal or Upgrade (definitions of Renewal and Upgrade under definitions further down) as both are considered known projects and are not incremental business.
  • The project can be defined as New business (new licensing type or upsell of existing number of licensing or introduction of a new customer, unknown to Pro2col and the Reseller)
  • Minimal amount of licenses in cases of Upsell or New Logo licenses (minimal amount based on MOQ specified by the different solutions we represent)

Communications

Upon deal registration and confirmation of order, the Reseller is to provide Pro2col with End User company name, address, telephone number, contact name and email address for technical contact and contact name and email address for licence registration.

Once the Reseller is engaged on a project, all pricing will be sent to the Reseller directly. Where preferred the Reseller will be invited to arrange or join scheduled project scoping, solution discussions, solution demonstrations and project planning calls with the end user.

Where an End User contacts Pro2col directly for pricing, upgrades, professional services, maintenance renewals, all steps possible will be taken to feed this back via the Reseller. 

Pro2col will send periodic product updates, EOL dates, event invites and knowledge share articles to the reseller and end user. Pro2col have no control over Vendor communications being sent to end users.

Pro2col will notify the reseller at least 60 days prior to maintenance/subscription renewal. Where the Reseller is completely unresponsive to communication attempts from Pro2col, Pro2col may contact the customer directly with regard to a maintenance renewal in order to ensure the continuation of support for the end user.

All Reseller contacts will receive Pro2col reseller newsletters and receive special offers to take to their customer base.

Marketing

Marketing ideas and campaigns can be presented to your account manager at any time and Pro2col would be happy to work with you and support you on specific lead generation or account upgrade campaigns.

Technical Support

Pro2col provide a UK based support help desk for all their customers and this will be made available to the Reseller and the Reseller’s end users. SLA’s for this service can be found here - https://pro2col.com/support-terms-conditions/

Certified File Transfer Professional Training Programme

Pro2col resellers receive a discount, depending on their partner level, for any applicants they wish to place through the CPD certified CFTP course. CFTP is the only vendor-independent managed file transfer training programme, training hundreds of file transfer professionals around the world.

Term and Purpose

This Agreement shall remain in effect until it is terminated by either Party with thirty (30) days prior written notice. The terms and conditions of this Agreement shall survive any such termination with respect to Confidential Information that is disclosed prior to the effective date of termination.  The Parties receiving Confidential Information (each, a “Recipient”) from the other Parties disclosing Confidential Information (each, a “Discloser”) will use the Confidential Information only for the purpose of and in connection with the Parties’ business relationship.

In the event of any inconsistencies between the contents of this Reseller Agreement, Pro2col’s general terms and conditions of sale, special terms placed upon quotation and Pro2col owned product agreements, the order of precedence shall (unless expressly stated to the contrary) be (i) Special terms placed upon quotation; (ii) Pro2col owned product agreements; (iii) Pro2col’s general terms and conditions of sale and (iv) Reseller Agreement.

Pro2col’s general terms and conditions of sale can be found here - https://pro2col.com/terms-of-sale/.

Events Causing Termination

This Agreement may be terminable immediately by Pro2col under any of the following conditions:

  • (a)  if one of the parties shall be declared insolvent or bankrupt; or 
  • (b)  if the Reseller engages in any pricing or business practice that is unethical, unfair or contrary to reasonable commercial business standards; or 
  • (c)  if Reseller does not pay Pro2col within 30 days from date of invoice as per Pro2col’s general terms of sale; or 
  • (d) if one of the parties materially breaches this Agreement; or 
  • (e)  if Reseller or Reseller’s customer violates the conditions of Pro2col Terms and Conditions

Termination for Convenience.

Subsequent to the initial twelve-month term, either party may terminate this Agreement upon 30 days written notice to the other party.

If not explicitly otherwise expressed in writing by any of the parties the Reseller Agreement will continue for another 12 months in accordance with the silent agreement rule. 30 days termination written notice policy applies.

Duties Upon Termination.

Upon termination of this Agreement for any cause, the parties agree to continue their cooperation in order to affect an orderly termination of their relationship. Reseller shall immediately cease representing itself as a Reseller of Pro2col verbally, in writing and across all media platforms incl. website and shall return all copies of promotional materials, marketing literature, written information and reports pertaining to the Programs that have been supplied by Pro2col.

Verbal agreements

Any verbal agreement, which does not conform to the present terms, shall not be binding on Pro2col unless it has been confirmed by Pro2col in writing.

Amendments

Pro2col reserves the right to alter or amend this Reseller Agreement for any particular class of Products or customer.

The parties hereto have executed this Agreement by a duly authorized representative as of the date set forth above.

Definitions;

Renewal – Continuation of existing number and type of licenses from an existing contract.

Upsell – Additional licenses added either to an existing contract as a co-term, together with existing renewal or as a new contract – minimal Deal registration number of licenses apply.

Upgrade – Existing licenses that are transformed into a new licensing scheme that has more user and administration functions and per default is more expensive.

Incremental licensing – Brand new licensing connected to a customer that is not existing as of yet in the Vendor’s or Pro2col’s system. Otherwise the licensing is considered as Upsell. Minimal Deal registration number of licenses apply.

Key Contacts 

 

Pro2col

Reseller

   

Name

E-mail

Channel Manager

Jasmina Chehlarova
jasmina.chehlarova@pro2colgroup.com

   

Executive Contact

Ailsa Gibbs
ag@pro2colgroup.com

Marketing Contact

Matt Thomas
matt.thomas@pro2colgroup.com

Technical Support Contact

support@pro2colgroup.com

Accounts Contact

accounts@pro2colgroup.com

Until a credit account has been established all business with new resellers is on a cash basis (100% advance payment) unless otherwise agreed.

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Document name: Pro2col Partner Agreement - Authorised Level
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August 17, 2020 9:20 am BSTPro2col Partner Agreement - Authorised Level Uploaded by Matt Thomas - matt.thomas@pro2colgroup.com IP 51.19.84.58, 127.0.0.1