Legal
Partner Agreement
You can become a recognised Dedoco Partner (“Partner”) and receive the benefits of the Dedoco Partner Program (”Program”) if you are an individual orentity invited by Dedoco Pte. Ltd. and its affiliates (“Dedoco”) to join the Program. By registering for the Program and byaccepting the Commercial Terms, you are accepting and agreeing to the terms andconditions set out in this Dedoco Partner Agreement (“Partner Agreement”). This Partner Agreement is supplementary to theDedoco Business Agreement between the Partner and Dedoco (“Plan”) and will governthe terms of the Program between you in your capacity as a Partner and Dedoco.If you are agreeing to this Partner Agreement not as anindividual but on behalf of your company, organisation, firm, partnership orother corporate entity, then you agree and acknowledge that you are bindingsuch entity to this Partner Agreement, and that you are fully authorised to doso. Dedoco may update or modify this Partner Agreement fromtime to time in its sole discretion. All updates and modifications to thisPartner Agreement will be published on Dedoco’s website, and notice of relevantmaterial updates and modifications to this Partner Agreement will becommunicated to you via email, at the email address on record.
Appointment
Subject to your agreement to the Commercial Terms, Dedocoappoints you as a Partner to market, promote, resell and offer Dedoco’sproducts and services in accordance with the terms of this Partner Agreement. The Partner shall be entitled to describe itself as an“Authorised Partner” of Dedoco but shall not represent itself as an agent ofDedoco for any purpose, nor pledge Dedoco’s credit or give any condition orwarranty or make any representation on Dedoco’s behalf or commit Dedoco to anycontracts. Further, the Partner shall not without Dedoco’s prior writtenconsent make any representations, warranties, guarantees or other commitmentswith respect to the specifications, features or capabilities of Dedoco’sproducts and services which are inconsistent with those contained in themarketing material supplied by Dedoco or otherwise incur any liability onbehalf of Dedoco howsoever arising.The Partner shall not market, promote, resell or offer anyof Dedoco’s products and services through a sales agent or to a sub-resellerwithout the prior express written permission of Dedoco. Where Dedoco agrees toany such appointment, the Partner shall ensure that it enters into a writtencontract with such sales agent or sub-reseller on terms which provide at leastthe same level of protection to Dedoco as set out in this Partner Agreement.The Partner’s appointment under this Partner Agreementonly grants to the Partner a licence to market, promote, resell and offer theDedoco products and services and does not transfer any right, title or interestto or in any such Dedoco products and services to the Partner.
Program Benefits
As a Partner, you will receive access to the benefits ofthe Program as set out in the Plan.
Ongoing Obligations
Partners are required to comply with the followingrequirements to maintain their statuses as Partners:
● market,promote, resell and offer Dedoco’s products and services to clients pursuant to Dedoco’s pricing terms as may be provided to the Partner from time to time;
● ensurethat the end users of the Dedoco products and services are aware of and acceptDedoco Terms of Use (“Terms of Use”) before using the Dedocoproducts and services;
● notamend or vary the Terms of Use;
● employa sufficient number of suitably qualified personnel to ensure the properfulfilment of the Partners’ obligations under this Partner Agreement;
● ensurethat at least one staff member is at all times up to date with any updates toDedoco’s products and services, Terms of Use, or any other policies which maybe implemented by Dedoco from time to time;
● bedirectly responsible to its customers in accordance with the terms set out inany statement of work entered into between the Partner and its customerspursuant to this Partner Agreement;
● duringthe term of this Partner Agreement and for a period of 6 months after thetermination of this Partner Agreement, provide to customers a pre- andafter-sales support service in respect of the Dedoco products and services onterms at least as favourable as the pre- and after-sales support service thePartner provides in respect of any of its products, including, withoutlimitation, the provision of necessary and useful installation assistance andconsultation on the use of the Dedoco products and services; timely responsesto customers’ general questions concerning use of the Dedoco products andservices; and assistance to customers in the diagnosis and correction ofproblems encountered in using the Dedoco products and services;
● nolater than the fifth business day of each calendar month (the first such monthbeing deemed to start on the Effective Date, the last such month being deemedto end on the date this Partner Agreement terminates for any reason), submit toDedoco, by such means as Dedoco may notify to the Partner from time to time,reports in the format stipulated by Dedoco from time to time showing details of(where applicable):o allsales of Dedoco’s products and services during the month concerned;o alloutstanding orders; ando any other information relating to the performance of itsobligations under this Partner Agreement Dedoco may reasonably require fromtime to time;
● within14 business days of a written request from Dedoco at any time, and from time totime, provide such information as is reasonably requested by Dedoco about thePartner’s processes and controls to support compliance with this PartnerAgreement;
● keepfull and proper books of account and records showing clearly all enquiries,quotations, transactions and proceedings relating to Dedoco’s products andservices and allow Dedoco (or its nominee, including without limitation itsdesignated accountants or auditors), on reasonable notice, access to allaccounts and records relating to the Dedoco products and services for thepurpose of inspection; and
● otherwiseact in good faith in the offering and use of the Dedoco products andservices and its intellectual property rights. The Partner agrees to consult with and obtain priorwritten consent from Dedoco if it intends to:
● market,promote, resell or offer the Dedoco products and services under trade marks orsigns other than Dedoco’s trade marks; and/or
● bundlethe subscriptions to the Dedoco’s products and services with other products orservices.
Advertising and Promotion
The Partner shall:
● useits best endeavours to actively promote Dedoco to existing and potentialclients consistent with its professional and ethical obligations, provided thatthe use by the Partner of any marketing materials containing Dedoco’s productsand services or other references to the Dedoco’s products and services otherthan the use of any marketing materials in the form provided by Dedoco shall besubject to the prior written consent of Dedoco;
● promoteDedoco on their website (if available) by maintaining an active hyperlink towww.dedoco.com and adhering to the Dedoco Brand Guidelines, including not usingthe Dedoco name or logo anywhere in their company/partnership name, registeredbusiness name, product name, service offering, URL, or any social mediaaccounts;
● observeall reasonable directions and instructions given to it by Dedoco in relation tothe promotion and advertisement of Dedoco’s products and services; and
● conductits business in a manner that reflects favourably at all times on Dedoco andthe goodwill and reputation of Dedoco and not enter into any contract or engagein any practice that is or may be detrimental to the interests of Dedoco in theDedoco products and services.
Duration of the Partner Agreement
This Partner Agreement is effective on the date of thePlan and remains in force until terminated in accordance with the Plan or:
● supersededby Dedoco at any time effective upon the online publication of updated ormodified terms – notice of relevant material updates and modifications to thisPartner Agreement will be communicated to you via email, at the email addresson record;
● thePartner Agreement is terminated by either party for any reason by providing onemonth’s notice in writing to the other party; or
● ifthe other party commits a material breach of any term of this Partner Agreementwhich is irremediable or (if such breach is remediable) fails to remedy thatbreach within a period of 30 business days after being notified in writing todo so. If this Partner Agreement is terminated for any reason,you will no longer be able to participate in, or receive the benefits of, theProgram. For the avoidance of doubt, in the event that this PartnerAgreement is terminated by either party prior to the termination of the Plan,the terms of the Plan will remain in force, save that the benefits awarded toyou pursuant to this Partner Agreement shall cease to be in force.
Effects of Termination
Upontermination or expiry of this Agreement for any reason:
● thePartner’s appointment as an Authorised Partner shall cease and the Partnershall have no right to market, promote, resell or offer Dedoco’s products andservices;
● upontermination or expiry of this Agreement, the Partner shall promptly return toDedoco, or otherwise dispose of as Dedoco may instruct, all samples, technicalpamphlets, catalogues, advertising materials, specifications and othermaterials, documents or papers whatsoever sent to the Partner and relating toDedoco’s business (other than correspondence which has passed between theparties) which the Partner may have in its possession or under its control;
● theaccrued rights of the parties as at termination or the continuation aftertermination of any provision expressly stated to survive or implicitlysurviving termination shall not be affected or prejudiced; and
● allrights and licences of the Reseller under this Partner Agreement shallterminate. The termination of this Partner Agreement shall not ofitself give rise to any liability on the part of Dedoco to pay any compensationto the Partner for loss of profits or goodwill, to reimburse the Partner forany costs relating to or resulting from such termination, or for any other lossor damage.
Billing
You agree to adhere to the Dedoco payment terms set out inthe Plan.If your client does not wish to manage and pay for aDedoco subscription themselves, you may manage and pay for that subscription ontheir behalf. Dedoco shall give the Partner 30 business days’ notice ofany changes in the prices of Dedoco’s products and services.Any and all expenses, costs and charges incurred by thePartner in the performance of its obligations under this Partner Agreementshall be borne by the Partner unless Dedoco has expressly agreed beforehand inwriting to bear such expenses, costs and charges.The Partner shall be responsible for the collection,remittance and payment of any or all taxes, charges, levies, assessments andother fees of any kind imposed by governmental or other authority in respect ofthe purchase, importation, sale, lease or distribution of Dedoco’s products andservices.
Intellectual Property
Dedoco grants to the Partner a non-exclusive, revocable,personal licence (subject to the terms and conditions of this Partner Agreementand during its term and solely for the purposes of performing the Partner’sobligations under this Partner Agreement) to use Dedoco’s trade marks on or inrelation to Dedoco’s products and services for the purpose of the marketing,promoting, reselling and offering Dedoco’s products and services to clients. The Partner shall not do or authorise any third party todo any act which would or might invalidate or be inconsistent with anyintellectual property rights of Dedoco and shall not omit or authorise anythird party to omit to do any act which, by its omission, would have thateffect or character. The Partner shall, at the expense of Dedoco, take all suchsteps as Dedoco may reasonably require to assist Dedoco in maintaining thevalidity and enforceability of Dedoco’s intellectual property rights during theterm of the Partner Agreement. The Partner shall ensure that each reference to, and useof, any of Dedoco’s trade marks by the Partner is in a manner approved fromtime to time by Dedoco.
The Reseller shall not:
● useany of Dedoco’s trade marks in any way which might prejudice theirdistinctiveness or validity or the goodwill of Dedoco therein;
● usein relation to Dedoco’s products and services any trade marks other thanDedoco’s trade marks without obtaining the prior written consent of Dedoco; or
● useany trademarks or trade names so resembling any trademark or trade name ofDedoco as to be likely to cause confusion or deception.
At the request of Dedoco, the Partner shall do or procureto be done all such further acts and things (including the execution ofdocuments) as Dedoco shall require, to give Dedoco the full benefit of this Partner Agreement.
ThePartner shall promptly give notice in writing Dedoco in the event that it becomes aware of:
● anyinfringement or suspected infringement of Dedoco’s trade marks or any otherintellectual property rights in or relating to Dedoco’s products and services;and
● anyclaim that any of Dedoco’s products and services or the use, sale or otherdisposal of any of Dedoco’s products and services, whether or not underDedoco’s trade marks, infringes the rights of any third party.
Incorporation of Terms
This Partner Agreement applies in addition to, and shouldbe read in conjunction with, the Commercial Terms, the Plan and the Terms ofUse, which are incorporated in this Partner Agreement by reference to theextent applicable and which govern matters in relation to your dealings withDedoco, including limitations on liability, indemnification, intellectualproperty, and governing law. You acknowledge and agree that all access to Dedoco’sservices will be subject to Dedoco’s then current Terms of Use.
Appointment
Subject to your agreement to the Commercial Terms, Dedocoappoints you as a Partner to market, promote, resell and offer Dedoco’sproducts and services in accordance with the terms of this Partner Agreement. The Partner shall be entitled to describe itself as an“Authorised Partner” of Dedoco but shall not represent itself as an agent ofDedoco for any purpose, nor pledge Dedoco’s credit or give any condition orwarranty or make any representation on Dedoco’s behalf or commit Dedoco to anycontracts. Further, the Partner shall not without Dedoco’s prior writtenconsent make any representations, warranties, guarantees or other commitmentswith respect to the specifications, features or capabilities of Dedoco’sproducts and services which are inconsistent with those contained in themarketing material supplied by Dedoco or otherwise incur any liability onbehalf of Dedoco howsoever arising.The Partner shall not market, promote, resell or offer anyof Dedoco’s products and services through a sales agent or to a sub-resellerwithout the prior express written permission of Dedoco. Where Dedoco agrees toany such appointment, the Partner shall ensure that it enters into a writtencontract with such sales agent or sub-reseller on terms which provide at leastthe same level of protection to Dedoco as set out in this Partner Agreement.The Partner’s appointment under this Partner Agreementonly grants to the Partner a licence to market, promote, resell and offer theDedoco products and services and does not transfer any right, title or interestto or in any such Dedoco products and services to the Partner.
Program Benefits
As a Partner, you will receive access to the benefits ofthe Program as set out in the Plan.
Ongoing Obligations
Partners are required to comply with the followingrequirements to maintain their statuses as Partners:
● market,promote, resell and offer Dedoco’s products and services to clients pursuant to Dedoco’s pricing terms as may be provided to the Partner from time to time;
● ensurethat the end users of the Dedoco products and services are aware of and acceptDedoco Terms of Use (“Terms of Use”) before using the Dedocoproducts and services;
● notamend or vary the Terms of Use;
● employa sufficient number of suitably qualified personnel to ensure the properfulfilment of the Partners’ obligations under this Partner Agreement;
● ensurethat at least one staff member is at all times up to date with any updates toDedoco’s products and services, Terms of Use, or any other policies which maybe implemented by Dedoco from time to time;
● bedirectly responsible to its customers in accordance with the terms set out inany statement of work entered into between the Partner and its customerspursuant to this Partner Agreement;
● duringthe term of this Partner Agreement and for a period of 6 months after thetermination of this Partner Agreement, provide to customers a pre- andafter-sales support service in respect of the Dedoco products and services onterms at least as favourable as the pre- and after-sales support service thePartner provides in respect of any of its products, including, withoutlimitation, the provision of necessary and useful installation assistance andconsultation on the use of the Dedoco products and services; timely responsesto customers’ general questions concerning use of the Dedoco products andservices; and assistance to customers in the diagnosis and correction ofproblems encountered in using the Dedoco products and services;
● nolater than the fifth business day of each calendar month (the first such monthbeing deemed to start on the Effective Date, the last such month being deemedto end on the date this Partner Agreement terminates for any reason), submit toDedoco, by such means as Dedoco may notify to the Partner from time to time,reports in the format stipulated by Dedoco from time to time showing details of(where applicable):o allsales of Dedoco’s products and services during the month concerned;o alloutstanding orders; ando any other information relating to the performance of itsobligations under this Partner Agreement Dedoco may reasonably require fromtime to time;
● within14 business days of a written request from Dedoco at any time, and from time totime, provide such information as is reasonably requested by Dedoco about thePartner’s processes and controls to support compliance with this PartnerAgreement;
● keepfull and proper books of account and records showing clearly all enquiries,quotations, transactions and proceedings relating to Dedoco’s products andservices and allow Dedoco (or its nominee, including without limitation itsdesignated accountants or auditors), on reasonable notice, access to allaccounts and records relating to the Dedoco products and services for thepurpose of inspection; and
● otherwiseact in good faith in the offering and use of the Dedoco products andservices and its intellectual property rights. The Partner agrees to consult with and obtain priorwritten consent from Dedoco if it intends to:
● market,promote, resell or offer the Dedoco products and services under trade marks orsigns other than Dedoco’s trade marks; and/or
● bundlethe subscriptions to the Dedoco’s products and services with other products orservices.
Advertising and Promotion
The Partner shall:
● useits best endeavours to actively promote Dedoco to existing and potentialclients consistent with its professional and ethical obligations, provided thatthe use by the Partner of any marketing materials containing Dedoco’s productsand services or other references to the Dedoco’s products and services otherthan the use of any marketing materials in the form provided by Dedoco shall besubject to the prior written consent of Dedoco;
● promoteDedoco on their website (if available) by maintaining an active hyperlink towww.dedoco.com and adhering to the Dedoco Brand Guidelines, including not usingthe Dedoco name or logo anywhere in their company/partnership name, registeredbusiness name, product name, service offering, URL, or any social mediaaccounts;
● observeall reasonable directions and instructions given to it by Dedoco in relation tothe promotion and advertisement of Dedoco’s products and services; and
● conductits business in a manner that reflects favourably at all times on Dedoco andthe goodwill and reputation of Dedoco and not enter into any contract or engagein any practice that is or may be detrimental to the interests of Dedoco in theDedoco products and services.
Duration of the Partner Agreement
This Partner Agreement is effective on the date of thePlan and remains in force until terminated in accordance with the Plan or:
● supersededby Dedoco at any time effective upon the online publication of updated ormodified terms – notice of relevant material updates and modifications to thisPartner Agreement will be communicated to you via email, at the email addresson record;
● thePartner Agreement is terminated by either party for any reason by providing onemonth’s notice in writing to the other party; or
● ifthe other party commits a material breach of any term of this Partner Agreementwhich is irremediable or (if such breach is remediable) fails to remedy thatbreach within a period of 30 business days after being notified in writing todo so. If this Partner Agreement is terminated for any reason,you will no longer be able to participate in, or receive the benefits of, theProgram. For the avoidance of doubt, in the event that this PartnerAgreement is terminated by either party prior to the termination of the Plan,the terms of the Plan will remain in force, save that the benefits awarded toyou pursuant to this Partner Agreement shall cease to be in force.
Effects of Termination
Upontermination or expiry of this Agreement for any reason:
● thePartner’s appointment as an Authorised Partner shall cease and the Partnershall have no right to market, promote, resell or offer Dedoco’s products andservices;
● upontermination or expiry of this Agreement, the Partner shall promptly return toDedoco, or otherwise dispose of as Dedoco may instruct, all samples, technicalpamphlets, catalogues, advertising materials, specifications and othermaterials, documents or papers whatsoever sent to the Partner and relating toDedoco’s business (other than correspondence which has passed between theparties) which the Partner may have in its possession or under its control;
● theaccrued rights of the parties as at termination or the continuation aftertermination of any provision expressly stated to survive or implicitlysurviving termination shall not be affected or prejudiced; and
● allrights and licences of the Reseller under this Partner Agreement shallterminate. The termination of this Partner Agreement shall not ofitself give rise to any liability on the part of Dedoco to pay any compensationto the Partner for loss of profits or goodwill, to reimburse the Partner forany costs relating to or resulting from such termination, or for any other lossor damage.
Billing
You agree to adhere to the Dedoco payment terms set out inthe Plan.If your client does not wish to manage and pay for aDedoco subscription themselves, you may manage and pay for that subscription ontheir behalf. Dedoco shall give the Partner 30 business days’ notice ofany changes in the prices of Dedoco’s products and services.Any and all expenses, costs and charges incurred by thePartner in the performance of its obligations under this Partner Agreementshall be borne by the Partner unless Dedoco has expressly agreed beforehand inwriting to bear such expenses, costs and charges.The Partner shall be responsible for the collection,remittance and payment of any or all taxes, charges, levies, assessments andother fees of any kind imposed by governmental or other authority in respect ofthe purchase, importation, sale, lease or distribution of Dedoco’s products andservices.
Intellectual Property
Dedoco grants to the Partner a non-exclusive, revocable,personal licence (subject to the terms and conditions of this Partner Agreementand during its term and solely for the purposes of performing the Partner’sobligations under this Partner Agreement) to use Dedoco’s trade marks on or inrelation to Dedoco’s products and services for the purpose of the marketing,promoting, reselling and offering Dedoco’s products and services to clients. The Partner shall not do or authorise any third party todo any act which would or might invalidate or be inconsistent with anyintellectual property rights of Dedoco and shall not omit or authorise anythird party to omit to do any act which, by its omission, would have thateffect or character. The Partner shall, at the expense of Dedoco, take all suchsteps as Dedoco may reasonably require to assist Dedoco in maintaining thevalidity and enforceability of Dedoco’s intellectual property rights during theterm of the Partner Agreement. The Partner shall ensure that each reference to, and useof, any of Dedoco’s trade marks by the Partner is in a manner approved fromtime to time by Dedoco.
The Reseller shall not:
● useany of Dedoco’s trade marks in any way which might prejudice theirdistinctiveness or validity or the goodwill of Dedoco therein;
● usein relation to Dedoco’s products and services any trade marks other thanDedoco’s trade marks without obtaining the prior written consent of Dedoco; or
● useany trademarks or trade names so resembling any trademark or trade name ofDedoco as to be likely to cause confusion or deception.
At the request of Dedoco, the Partner shall do or procureto be done all such further acts and things (including the execution ofdocuments) as Dedoco shall require, to give Dedoco the full benefit of this Partner Agreement.
ThePartner shall promptly give notice in writing Dedoco in the event that it becomes aware of:
● anyinfringement or suspected infringement of Dedoco’s trade marks or any otherintellectual property rights in or relating to Dedoco’s products and services;and
● anyclaim that any of Dedoco’s products and services or the use, sale or otherdisposal of any of Dedoco’s products and services, whether or not underDedoco’s trade marks, infringes the rights of any third party.
Incorporation of Terms
This Partner Agreement applies in addition to, and shouldbe read in conjunction with, the Commercial Terms, the Plan and the Terms ofUse, which are incorporated in this Partner Agreement by reference to theextent applicable and which govern matters in relation to your dealings withDedoco, including limitations on liability, indemnification, intellectualproperty, and governing law. You acknowledge and agree that all access to Dedoco’sservices will be subject to Dedoco’s then current Terms of Use.
