Introduction
VIBENET and PARTNER are individually referred to as a “Party” and collectively referred to as “the Parties”.
1. Purpose
The purpose of this Agreement is to set forth the conditions under which VIBENET provides services to PARTNER, access to the VibeNet Enterprise Edition software, and under which PARTNER complies with the obligations set out hereafter.
VIBENET hereby appoints PARTNER, and PARTNER hereby accepts the appointment, to be a non-exclusive partner promoting and selling the VibeNet Enterprise Edition to customers.
PARTNER commits to doing its best effort to sell VibeNet Enterprise contracts to its customers. To support that, PARTNER will market in priority the VibeNet Enterprise Edition to prospects and customers. PARTNER has the option to sell services for the VibeNet Enterprise Edition, the VibeNet SMB Edition, and the VibeNet Community Edition (hereinafter referred to as the “Software”), should it be needed.
The VibeNet Enterprise Edition is the complete and most expensive edition of VibeNet. The VibeNet SMB Edition is a downsized and cheaper edition for small and medium-sized businesses (under construction). The VibeNet Community Edition is the most downsized and cheapest edition for micro-sized businesses (under construction).
2. Term of the Agreement
The duration of this Agreement (hereinafter referred to as the “Term”) shall be one year beginning on the date of the signature. It is automatically renewed for an equal Term unless either Party provides written notice of termination minimum 30 days before the end of the Term to the other Party.
3. Access to the Software
3.1 Project Platform Access
To help PARTNER promote VibeNet Enterprise Edition, VIBENET grants PARTNER access to all VibeNet Enterprise Edition Apps, under the terms set forth in Appendix A: VibeNet Enterprise Edition License and the conditions restricted under this Agreement.
3.2 Restrictions
PARTNER commits to keeping confidentiality of the source code of the Software within its staff. Access to the source code of the Software for customers is governed by the VibeNet Subscription Agreement. PARTNER agrees to NOT redistribute the source code to third parties without prior consultation and written permission of VIBENET.
PARTNER commits to not offer services for the Software to customers who are not covered by a VibeNet Subscription Agreement, even during the implementation phase.
Notwithstanding the above, PARTNER commits to wholly preserve the integrity of the source code of the Software that is required to verify the validity of usage of the Software and to collect statistics that are needed for that purpose.
PARTNER is not allowed to block, restrict, or limit in any way the customer’s access and use of the VibeNet Enterprise Edition License without prior consultation and written permission of VIBENET.
4. Partnership Services
4.1 Partnership Levels
The VibeNet Partner Program consists of two types of partnerships and four levels:
- “Knowledge Partner” is for companies and organizations who want everything that is necessary to start implementing the Software, without visibility as a commercial partner until they get the required experience;
- “Commercial Partner” is for companies who want visibility as Bronze, Silver, or Gold Partner, according to their experience with the Software and its promotion and sales towards its customers.
The partnership level granted to PARTNER depends on the annual net new VibeNet users acquired, in the last 12 months, the number of certified employees on one of the 3 last VibeNet major versions and the user retention rate. The net new VibeNet users acquired includes users from new customers, via upsells to existing customers, via downsells to existing customers, and including user churn. Renewals of existing contracts do not count for net new VibeNet users acquired, but PARTNER still gets a commission on these contracts as stated in section 4.2 Partnership Benefits.
The table below summarizes the requirements that have to be met for each partnership level.
The user retention rate is calculated by dividing the total number of VibeNet users acquired by PARTNER in the last 3 years that are currently active by the total number of VibeNet users acquired by PARTNER in the last 3 years.
Knowledge Partner | Bronze Partner | Silver Partner | Gold Partner | |
Annual net new VibeNet users acquired | 0 | 10 | 100 | 1000 |
Number of certified employees on one of the 3 last VibeNet major versions | 0 | 1 | 2 | 4 |
Minimum user retention rate | N/A | N/A | 60% | 75% |
Certifications are personal, so when a certified staff member leaves or joins the company, PARTNER must notify VIBENET.
PARTNER’s partnership level will be reviewed quarterly by VIBENET and adjusted to the highest level for which the 3 requirements are met.
However, a Commercial Partner may be upgraded immediately upon request to a higher level once PARTNER reaches the 3 requirements for that higher partnership level.
4.2 Partnership Benefits
Knowledge Partner | Bronze Partner | Silver Partner | Gold Partner | |
Recognition |
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Visibility on vibenet.io | No | “Bronze Partner” | “Silver Partner” | “Gold Partner” |
Right to use VibeNet and/or ExoVibe trademark and logo, and partnership level logo | Yes | Yes | Yes | Yes |
Training Benefits | ||||
Sales coaching and webinars | Yes | Yes | Yes | Yes |
Access to VibeNet knowledge base | Yes | Yes | Yes | Yes |
Software Benefits | ||||
Access to VibeNet Enterprise Edition trial version for testing purposes | Yes | Yes | Yes | Yes |
Access to VibeNet software team to give feedback and improvement suggestions for development purposes | Yes | Yes | Yes | Yes |
Helpdesk for software bugs | Yes | Yes | Yes | Yes |
Sales Benefits | ||||
Commission on VibeNet Enterprise Edition | 10% | 10% | 15% | 20% |
Dedicated Account Manager | No | Yes | Yes | Yes |
Partner Dashboard | No | Yes | Yes | Yes |
Marketing Benefits | ||||
Access to marketing material | Yes | Yes | Yes | Yes |
Co-marketing events | Yes | Yes | Yes | Yes |
4.3 Recognition
VIBENET will promote Commercial Partners in the VibeNet Partners listing on vibenet.io.
VIBENET grants PARTNER, on a non-exclusive basis, the right to use and reproduce the VibeNet partnership level logo of the corresponding partnership level, and the VibeNet and/or ExoVibe trademark and logo in relation to this Agreement.
Each Party undertakes to respect all the rights of the other Party in all the items referred to in the previous paragraphs and, more particularly, each Party shall refrain from causing any analogy or creating any confusion between their respective companies in the mind of the general public.
4.4 Training Benefits
PARTNER has access to the VibeNet knowledge base for the duration of this Agreement. The VibeNet knowledge base is an online e-platform containing a set of commercial, marketing, and functional documents, to help PARTNER acquire and leverage VibeNet knowledge, grow its business, attract more customers, and build brand awareness.
PARTNER has the option to purchase one or more VibeNet training sessions, domain-specific consultancy, or support services, related to VibeNet Enterprise Edition Apps, for PARTNER or its customers and/or sales coaching for an extra fee.
4.5 Commissions
For VIBENET services purchased by a customer through PARTNER, and as long as PARTNER maintains a contractual relationship with the corresponding customer, PARTNER shall receive a commission according to the table in section 4.2 Partnership Benefits and their partnership level at the date of the customer invoice.
Once a month, PARTNER will receive a purchase order with the commission due for the preceding month. Based on this purchase order, PARTNER shall invoice VIBENET, and will be paid within 15 days upon receipt of the invoice.
5. Fees
PARTNER agrees to pay the Annual Partnership Fee upon receipt of the annual invoice sent by VIBENET. The fee will be specified in writing at the time of signature of this Agreement.
PARTNER acknowledges that the above-mentioned partnership fee is not refundable.
All fees and charges are exclusive of all applicable federal, provincial, state, local or other governmental taxes, fees, or charges (hereinafter collectively referred to as “Taxes”). CUSTOMER is responsible for paying all Taxes associated with purchases made by CUSTOMER under this Agreement, except when VIBENET is legally obliged to pay or collect Taxes for which CUSTOMER is responsible.
6.6 Termination
In the event that either Party fails to fulfil any of its obligations arising herein, and if such a breach has not been remedied within 30 calendar days from the written notice of such breach, this Agreement may be terminated immediately by the non-breaching Party.
Surviving Provisions: The sections 3.2 Restrictions, 7. Liability and Indemnities, and 9. Governing Law and Jurisdiction will survive any termination or expiration of this Agreement.
6.1 Consequence of Termination
On expiry or termination of this Agreement:
- PARTNER shall not use the materials and the VibeNet and/or ExoVibe brand name, trademarks and logos or claim the existence of any partnership or relationship with VIBENET anymore;
- PARTNER shall comply with its obligations during any notice period prior to such termination;
- PARTNER may not use the Software anymore for testing, development or production purposes.
7. Liability and Indemnities
Both Parties are bound by a best endeavors obligation hereunder.
To the maximum extent permitted by law, the liability of each Party for any and all claims, losses, damages or expenses from any cause whatsoever and howsoever arising under this Agreement will be limited to the direct damages proved, but will in no event exceed for all damage-causing events or series of connected events causing damages the total amount for the fees paid by PARTNER in the course of the 6 months immediately preceding the date of the event giving rise to such claim.
In no event will each Party be liable for any indirect or consequential damages, including but not limited to third parties or customer claims, loss of revenue, profits, savings, loss of business or other financial loss, costs of standstill or delay, lost or corrupted data arising out of or in connection with the performance of its obligations under this Agreement.
PARTNER acknowledges that he has no expectations and has received no assurances that any investment made in execution of this Agreement and the VibeNet Partnership Program will be recovered or recouped or that he shall obtain any anticipated amount of profits by virtue of this Agreement.
8. Brand Image
The “VibeNet” and “ExoVibe” trademarks, including the presence of the abbreviation for or word trademark and its visual representations and logos, is the exclusive property of VIBENET.
VIBENET authorizes PARTNER to use the “VibeNet” and “ExoVibe” trademark to promote its products and services, for the duration of this Agreement only, as long as:
- There is no possible confusion that the service is provided by PARTNER, not VIBENET;
- PARTNER does not use the word “VibeNet” or “ExoVibe” in their company name, product name, domain name, and does not register any trademark that includes it.
Both Parties shall refrain from harming the brand image and reputation of the other Party, in any way whatsoever, in the performance of this Agreement.
Non-compliance with the provisions of this section shall be a cause for termination of this Agreement.
8.1 Publicity
PARTNER grants VIBENET the non-exclusive right to use PARTNER’s company name and trademarks in press releases, advertisements or other public announcements. In particular, PARTNER accepts to be mentioned in the VibeNet Partners listing on vibenet.io, and that PARTNER’s logo and trademarks may be used for these purposes only.
8.2 No Soliciting or Hiring
Except where the other Party gives its consent in writing, each Party, its affiliates and representatives agree not to solicit or offer employment to any employee of the other Party who is involved in performing or using services under this Agreement, for the duration of the Agreement and for a period of 12 months from the date of termination or expiration of this Agreement. In case of any breach of the conditions of this section that leads to the termination of said employee toward that end, the breaching Party agrees to pay the other Party an amount of EUR (€) 30.000,00 (thirty thousand euros).
8.3 Independent Contractors
The Parties are independent contractors, and this Agreement shall not be construed as constituting either Party as a partner, joint venture or fiduciary of the other, as creating any other form of legal association that would impose liability on one Party for the act or failure to act of the other Party or as providing either Party with the right, power or authority (express or implied) to create any duty or obligation of the other.
9. Governing Law and Jurisdiction
This Agreement will be governed by and construed in accordance with the laws of Belgium. All disputes arising in connection with this Agreement for which no amicable settlement can be found shall be finally settled by the Courts of Belgium in Brussels.