This Channel Partner Agreement (the "Agreement") is made as of the date set forth on the signature page (the "Effective Date") by and between Partner Horse Power, (the "PHP") having a principal place of business at C-7, 9th Floor, Paras Downtown, Sector-53,Gurgaon,(Haryana) India-122002 AND the person/entity as described on signature page of this agreement (hereinafter called as “Channel Partner” or “You” or “Acceptor” ").
In consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows:
We, Partner Horse Power (hereinafter called as PHP) are a SAAS aggregator and authorised sales partner of renowned OEM/SAAS products/services and facilitates the same through B2B channels.
We have secured direct relationships with market leader OEM’s and to strengthen the OEM distribution network, we appoints you as our channel partner to cater seamless services to end users
This Channel Partner Agreement ("Agreement") is intended to outline the terms and conditions for participation in the PHP Channel Partner ("Channel Partner" or “PHP Partner”) and is a legally binding contract between you or the company you represent ("You" or "Your") and Partner Horse Power ("PHP"). By signing up, you agree to be bound by this Agreement in case of your appointment by PHP. If you do not agree to be bound by the terms of this Agreement, do not proceed with the electronic sign up process.
Your appointment as a "PHP Partner" for one or more OEM products/Services that are designated to you by PHP ("Designated OEM Products/Service") will be subject to review of the information provided by you during sign up and will be at PHP's sole and absolute discretion.
Upon appointment, an account will be created for you on PHP portal for the purpose of registering prospective customers and for the purpose of managing the customers earned by you through this Channel Partner arrangement. In addition, you can also register prospective customers by sending an email to our designated email id provided on website, with the required details or you can embed a PHP Sign-up Box on your website using the code provided in your account so that interested persons can directly sign-up for PHP Services from your website and such persons are automatically registered as a prospective customer in your account. You shall register a person as a prospective customer only if you reasonably believe that such person is interested in using the Designated OEM product/Service. You shall not abuse the prospective customer registration process through en masse registrations. Registration of prospective customers will be subject to review by PHP.
Advance primary inventory or sign up fees (as applicable) shall be non refundable. Further, all advance licenses bought for different OEMs shall have an expiry one year from the date of purchase. In case you fails to consume/sell the inventory, it shall get expire after one year without and refund value.
In the event a potential customer registered by you purchases a Designated OEM Product/Service, paid subscription plan you will be entitled to a payout/ commission ("PHP partner commission") on such initial purchase and subsequent eligible purchases by the customer ("Eligible Transactions") as specified in the confirmation e-mail sent to you by the partner team at PHP.
PHP partner commission will accrue only upon completion of forty five (45) days from the date of purchase of the paid subscription plan by the customer. You will not be entitled to PHP partner commission in case the customer cancels the subscription or downgrades to a free subscription plan and claims a refund of the subscription fee. Payment will be made through NEFT/RTGS/Cheque, wire transfer or any other method chosen by PHP in its sole discretion. You will be responsible for payment of all taxes, duties, and charges levied on the PHP partner commission, and you shall indemnify, defend and hold PHP harmless from and against any claims arising out or relating to non-payment of applicable taxes, duties, and charges.
You agree to conduct yourself in a responsible, professional, and appropriate manner while dealing with prospective customers. You also agree not to make any representation or warranty with respect to the Designated OEM product/ Services to the prospective customers other than those representations and warranties contained in the PHP Terms of Service.
OEM shall be primarily responsible for all type of support and service to Subscribers. PHP shall not be providing any support to subscriber in respect of OEM’s products/services/application. PHP will forward to OEM all requests for support from Subscribers. If OEM Services are integrated with PHP Website, PHP shall be responsible for handling queries, issues and requests with respect to PHP Website. OEM will support PHP in handling these queries, if required
By registering with PHP, you authorize us, our affiliates and our associate partners, OEM’s to approach you via email or phone call or sms for, imparting service/product knowledge, PHP promotional offers, & associated third parties offer, and for which personally identifiable information may be collected. And Irrespective of the fact if also you have registered yourself under DND or DNC or NCPR service, you still authorize us to give you a call/sms email from the PHP, OEM,s & associate partners for the above mentioned purposes. PHP may also receive personally identifiable information from business partners. Also during registration, you may be requested to register your mobile phone and email id, pager, or other device to receive text messages, notifications, and other services to your wireless device. By registration you authorize us to send sms/email alerts to you for your login details and any other service requirements or some advertising messages/emails from us.
You shall defend, indemnify and hold harmless PHP from and against any third party action, claim or suit brought against the Indemnified Party arising out of, or in any way connected to, any allegation of: (i) breach by you under your obligations hereunder; (ii) any gross negligence or wilful misconduct by you; (iii) breach of any Applicable Laws; and/or (iv) any mis-commitment, service delay, payment submissions delay (v) breach of representation and warranties hereunder.
Under no circumstances and under no legal theory, whether tort (including negligence), product liability, contract, or otherwise, shall PHP be liable to you or any other person for any indirect, special, incidental, reliance or consequential damages, even if such party shall have been informed of the possibility of such damages. Notwithstanding anything stated under this Agreement, the aggregate liability of PHP from any and all causes whatsoever shall not in any and all event(s) exceed the sum equivalent to the fees/commission payable to you against the corresponding payout received to PHP from the OEM. PHP shall not be liable for payment failure or payment delay arising out of payment default, bankruptcy and insolvency of the respective OEM
This Agreement will commence as of the date you receive an email from PHP confirming your appointment as a "Partner" and shall continue until terminated by either party in accordance with the provisions contained in this Agreement.
In the event of termination of this Agreement without Cause by you or for Cause by PHP, PHP will pay you any outstanding PHP partner commission accrued as of the date of such termination. Except as specifically stated above, termination of the Agreement will end all rights and responsibilities of both parties set out in this Agreement, any email communication or any web page relating to the Channel Partner. You must immediately remove all references to PHP from your website, including any PHP Sign-up Box embedded in your website. PHP shall not pay any commission or payout post the termination of the contract.
The designated OEM products/ services are provided "as is". PHP does not make any representation or warranty of any kind, whether express, implied, statutory, or otherwise with respect to the channel partner or the designated OEM services. except to the extent prohibited by applicable law, PHP disclaims all warranties with respect to the channel partner and the designated OEM services including any implied warranties of merchantability, quiet enjoyment, non-infringement, and fitness for a particular purpose. PHP will not be responsible for any compensation, reimbursement, or damages arising in connection with termination of this agreement or your participation in the channel partner.
You understand that PHP may modify the terms of this Agreement from time to time. However, you will be provided notice of such changes through an announcement or by electronic mail. Upon being informed of such changes, you may either terminate this Agreement within fifteen days and cease participating in the Channel Partner or accept the changes and continue to participate in the Channel Partner. Your continued participation in the Channel Partner after fifteen days from the date of notice of any such changes shall constitute your consent to such changes.
The relationship between you and PHP is non-exclusive. This Agreement shall not be construed as creating a partnership, joint venture, agency or any other relationship. You are not authorized to enter into any contract or to assume any obligation on behalf of PHP. Neither is PHP authorized to enter into any contract or to assume any obligation on your behalf.
PHP shall not be liable or deemed to be in breach of the obligations under this Agreement for any interruption, payment default, delay or failure resulting from acts of god, civil or military authority, acts of the public enemy, threat of war, declared war, undeclared war , riots, actual or threatened terrorist activity, acts of terrorism, terrorism, insurrections, industrial dispute, accidents, explosions, fires, earthquakes, volcanic ashes, floods, transportation embargoes, epidemics, diseases, civil disturbances, accidents, fire, earthquake, floods, strikes, OEM’s payment default, lock-outs, labour disturbances, foreign or governmental order, Bankruptcy of OEM/ PHP or any other cause. Provided further that if a Party’s performance is delayed for a period of more than Ninety (90) days by reason of any force majeure event, then the other Party may at its option, by written notice to the affected Party: (a) terminate this Agreement; or (b) extend the term of this Agreement for a number of days equal to the duration of the affected Party’s non-performance
This Agreement shall be construed, interpreted and governed by the laws of india. Any dispute arising out of this Agreement will be subject to the exclusive jurisdiction of courts in Delhi. This Agreement constitutes the entire agreement between You and PHP, and supersedes all prior communications, understandings and agreements. All disputes arising out of or resulting from conflict with OEM sales team and you/other PHP partners, PHP shall take the final call along with the OEM and such decision shall be acceptable to all parties.
Other terms or matters pertaining to this Agreement shall be at the first instance settled expeditiously by way of negotiations between the parties. In the event the parties are unable to resolve the dispute within a period of 30 (thirty) days following the date on which the dispute notice was received by a party, then such dispute or difference shall be referred to and finally settled by way of arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996 and all amendments thereto, by a sole arbitrator appointed jointly by the Parties. The language of the arbitration proceedings shall be English. The venue and seat of the arbitration shall be Delhi
You may not assign this Agreement, by operation of law or otherwise, without PHP's prior written consent. You agree not to register any trademarks that are confusingly similar to PHP's trademarks. Similarly, you agree not to register or use any internet domain names that are confusingly similar to PHP's trademarks. PHP's failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of PHP's right to enforce such provision or any other provision of this Agreement subsequently. If any part of this Agreement is found invalid or unenforceable, the remainder shall be interpreted so as to reasonably effect the intention of both parties.
Partner Horse Power Address:C-7,9th Floor, Paras Downtown, Golf Course Road, Sector-53,Gurgaon,(Haryana) India-122002 Email: email@example.com THE PARTIES HAVE CAUSED THIS AGREEMENT TO BE EXECUTED BY THEIR RESPECTIVE AUTHORIZED OFFICERS AS OF THE DATE WRITTEN AT SIGNATURE PAGE.