Partner Contract Details

Definitions

The partner contract sets forth the agreement between xRM1 and the partner, as the implementation specialist for products of xRM1, whereby the partner is certified by xRM1. The contract does apply to any subsidiaries of the partner.

For all customers and partners in the European Union and Switzerland, prices and amounts are in Euro (EUR / €). For customers and partners in all other countries worldwide, prices and amounts are in US Dollar (USD / $). For customers and partners in the U.S. and Canada, a specific North American price list in US Dollar is applicable.

Cooperation Guidelines

xRM1 ensures customer protection for partner accounts and leads. To participate in the customer protection guidelines, it is necessary that xRM1 knows the customer name, and ascertains that this customer is not already a potential sales opportunity processed by xRM1. Therefore it is recommend that the partner notifies xRM1 as soon as possible about a new lead or customer and provides xRM1 all necessary details.

If and when the customer contacts xRM1, xRM1 will ensure that the customer is directed to the partner that referred them.

Should several partners have the same customer, xRM1 will remain neutral and will not show preference to any particular partner by granting individual terms and conditions.

If a customer requests other services from xRM1, in particular customizing or consulting services regarding the xRM1 Business Solutions, xRM1 will refer them to the partner. If the partner does not provide the services to the customer, xRM1 is authorized to recommend another partner or provide that required service directly to the customer.

If the customer is already a prospect by xRM1 and there have already been multiple sales activities by xRM1 or another partner, the partner will not be entitled for a commission from the license procurement. xRM1 will provide verification, that there already have been activities by xRM1 or another partner.

Legal Status of Partner

xRM1 grants the partner non-exclusive rights to promote and to merchandise the xRM1 Business Solutions and the respective implementation services. Partner is not authorized to act as the legal agent of xRM1. The partner acts in its own behalf. The partner is responsible for end-user support to the customer. xRM1 provides technical support and maintenance to the customer.

Confidentiality and Non-Disclosure

Definition of Confidential Information.

“Confidential Information” means any information provided by either party or prepared by either party (either oral, written, or digital) upon review of such information, technical data, or know-how provided to either party by the other (including any director, officer, employee, agent, or representative of the other) or obtained by either party from the other (including any director, officer, employee, agent, or representative of the other) including but not limited to, that which relates to research, product plans, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing or finances of the disclosing party. 

Confidential Information does not include information, technical data or know-how which (i) is in the possession of the receiving party at the time of disclosure as shown by the receiving party’s files and records immediately prior to the time of disclosure, or (ii) prior to or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any improper inaction or action of the receiving party, (iii) is expressly approved by the disclosing party, in writing, for release, or (iv) comes into the possession of the receiving party from a third party that was not, to the recipient’s knowledge, subject to any confidentiality restriction, or (v) is required by law to be disclosed by the receiving party, provided that the receiving party shall give the disclosing party written notice of such requirement prior to disclosing so that the disclosing party may seek a protective order or other appropriate relief and such protective order or like relief was not obtained.

Non-Disclosure of Confidential Information

Each party hereby agrees not to use or disclose any Confidential Information provided to it by or obtained by it from the other party for any reason, including its own use of, for any purpose except to carry out discussions concerning, and the undertaking of, the Relationship. 

Neither party will, except as required by law or court order, disclose any Confidential Information of the other party to unrelated third parties or to employees, agents or professional advisors of the party receiving Confidential Information, except employees, agents or professional advisors who are required to have the information in order to carry out the discussions in connection with and regarding the undertaking of the Relationship, and who have agreed to terms at least as restrictive as those set forth in this Agreement and who have been instructed that such information has been disclosed in confidence. 

Each party is responsible for any breach of this Agreement by the party’s employees.  Each party agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. 

Such measures shall include the highest degree of care that the receiving party utilizes to protect its own Confidential Information of a similar nature.  Each party agrees to notify the other in writing of any misuse or misappropriation of Confidential Information of the disclosing party immediately after such misuse or misappropriation. 

Each party agrees not to, without the written permission of the other party, (i) copy the Confidential Information, (ii) modify the Confidential Information in any way, (iii) remove any proprietary rights or copyright notices on the Confidential Information, or (iv) take any other action with respect to the Confidential Information of the other party inconsistent with the confidential and proprietary nature of such Confidential Information.

Term

The foregoing commitments of each party shall survive any termination of the Relationship between the parties, and shall continue for a period terminating three (3) years from the date on which such Confidential Information is disclosed under this Agreement.

Trademarks and Copyright Notices

xRM1 and other xRM1 Business Solution trademarks and terms are protected under copyright. The copyrights will remain with xRM1 – respectively itara GmbH. Copyright notices, serial numbers, and other means of identification of xRM1 Business Solutions may not be changed or removed by the partner. The partner shall add a note to its integrated products indicating that these integrated products include software that is protected by copyright and owned or granted by xRM1.

Commission Prerequisites and Processing Details

Commission Amount

If you are entitled to a commission, you will receive a commission according to the percentage of your partner level, based on the total procured net amount after discount. Discounts given to the customer that were not accredited by xRM1 in advance, will be deducted from the commission amount.

Commission Calculation

For licenses that are purchased by the customer, the commission is based on the net amount of all sold licenses as a one-time commission. For licenses that are used on subscription basis by the customer (SaaS), the commission is based on the periodic recurring net payments of the customer for the first 24 months of the contract duration – or shorter if canceled by the customer. Commissions are only available on license procurements. Other items (e.g. maintenance contracts) are not applicable for commissions.

Commission Payment General

We process our commissions at the beginning of each quarter for the previous quarter, for all invoices that have been completely settled by the customer. You will receive a commission overview and a request for invoice for applicable commissions of the past quarter.

As soon as we have received your commission invoice we will process the payment within 30 days at the latest. Commission transfers will be processed as international wire transfers (MT103 SWIFT; SEPA for EU) with charge option BEN (beneficiary), meaning that partner will receive payment minus all transfer charges.

Commission Prerequisites

The following prerequisites are applicable for all commission payments:

• The partner complies with the regulations of this contract at the time when the deal is closed;
• The xRM1 licenses must be bought upfront of the implementation of the software;
• The partner provides xRM1 with the customer's Microsoft VOICE ID and Microsoft CRM contract numbers; xRM1 will use this information for reporting Influenced Revenue to Microsoft. xRM1 will not use the information to claim CSA Fee.
• The customer has completely settled all commission related xRM1 invoices.

For lead commissions the additional prerequisite is applicable, that the lead was generated by the partner and was not known by xRM1 before.

SI and IP Partner only

Commission for Procured xRM1 Licenses

xRM1 pays commissions for leads and license deals according the prerequisites and processing details for commissions.

Commission Payment Regulations for Implementation and IP Partners

We process our commissions at the beginning of each quarter for the previous quarter for all invoices that have been completely settled by the customer. The partner will receive a commission overview and a request for invoice for applicable commissions of the past quarter.

Furthermore the general "commission prerequisites and processing details" apply.

Internal Use Licenses for System Integrator and IP Partner

During the duration of the partner contract, the Partner receives internal use licenses according to the partner level and partner solution competency.

The licenses will be issued for the duration of 1 year. As long as the partner continues with its partner contract and complies with the obligations and prerequisites, the internal use licenses will be annually extended.

Development Licenses for Customer Projects

For development systems operated by xRM1 SI Partners for specific customer projects (customer has already ordered licenses with xRM1), the partner will be provided with the following for the duration of 3 months upon signing the order:

2 license files, including 10 licenses each, for all active license types and unlimited staff licenses per solution.

If necessary, the key can be extended by an additional 3 months (approval by xRM1 Sales Director is required)

Should the license requirements for those systems exceed above-mentioned conditions, they can be ordered based on our current price list.

Note: The organization and display name must clearly state customer name and purpose.

Sales and Marketing

The sales and marketing focus provided by xRM1 is determined by the partner level.

Consulting and Support

Depending on the partner level, partner will have access to specific consulting documents from xRM1.

Depending on the partner level, partner will have access to specific support options from xRM1.

Assistance from xRM1

Depending on the specific partner level, the following assistance options are available to the partner.

Sales Activities

xRM1 will lead the sales process for xRM1 Business Solutions. Experienced sales experts and account managers are focused on closing the license deal and the according implementation as fast as possible. The partner should participate in the sales process and support xRM1 with on-site appointments at the customer and pre-sales consulting during the evaluation phase.

Marketing Assistance

For marketing purposes, PowerPoint presentations, templates, product flyers, brochures, logos, and rollup banner stands are available in several languages. Information and images are available for the partner websites. Partner campaigns are supported by xRM1 depending on the expected lead volume and the estimated conversion rate. Details on campaign support must be discussed with the xRM1 partner development manager.

Training, Support and Services

xRM1 provides training services on request for certification and further development of partner employees, and support services within customer implementation projects. Examples for the services available by xRM1 are:

• Requirements analysis
• Process modelling and best practices
• End-user support
• System configuration
• System modifications (customizations, workflows, JavaScript, dialogues, roles and rights)
• Programming solution extensions (plugins, Silverlight, and HTML5)
• ERP integration
• Integrating a third-party system (SharePoint, etc.)

Pricing

xRM1 services are provided based on time and material. Billing is according to xRM1 daily rates. Travel costs are billed based on the fixed rates stated below. For partner internal used services (e.g. employee training) a special partner price list is available.

All services are delivered according to the current applicable terms & conditions for service deliveries by xRM1.

Prerequisites and Obligations of Partner

Depending of the partner level, partner must comply with the following prerequisites and obligations. Partner must specialize in one or more xRM1 solutions. All conditions below apply to a single xRM1 solution. Partner must comply with all conditions in each selected specialized solution.

Partner Education

To provide evidence of the achieved competencies, each of the stated amount of partner employees must be certified. Each training certificate is valid for one year.

If a partner loses a trained and certified employee during a partnership contract year, the partner must certify a substitute within three months after departure of the certified employee, otherwise the partner will lose the partner status.

Contract Duration, Cancellation and Downgrading

Renewal

This contract is valid for one year. The contract will be renewed automatically for another year, as long as it is not canceled by one of the parties. Either party may terminate this contract in writing by giving a four weeks notice period to the end of the contract duration. xRM1 may terminate the agreement without notice if the partner does not comply with the obligations.

Downgrading from IP Level

If partner was nominated for the IP Level by xRM1, the contract will automatically renew in the Implementation Partner level as long as partner is not nominated again by xRM1 for IP Level.

Downgrading from Implementation Partner Level

If partner does not comply with the obligations of the contract and xRM1 does not cancel the contract, the partner level will automatically be reduced to the Referral Program. Partner then will lose all benefits of the Implementation Partner Program.