Frappe Partnership Agreement

The Purpose of the Agreement is to set forth the conditions under which Frappe provides Services to Partner and Partner hereby accepts the appointment, to be a non-exclusive distributor and has non-exclusive right to sub-license, market and otherwise distribute the Services subject to the conditions set out in this Agreement.

• 2.1 General Obligations

  a. In order to promote mutual business, Frappe may provide certain information regarding potential customers to Partner. Partner will promptly contact potential customers and update the status of the potential customers provided by Frappe: (i) on the Partner Portal (as provided below); and (ii) upon request by Partner on email.

  b. The Partner shall be responsible for the migration of cloud customers and clients to Frappe Cloud and the distribution of Frappe’s on-premise warranty to customers who are hosted on-premise.

• 2.2 No Harm

  a. The Partner shall use commercially reasonable efforts to advertise, promote, offer and sublicense the Services in the Territory in a manner authorized by Frappe and which does not harm or damage the reputation of Frappe, ERPNext, or the Services.

  b. The Partner shall not, directly or indirectly, advertise, promote, offer, sublicense or provide any Services where such an act is at such time prohibited by any applicable laws or regulations.

  c. The Partner shall, at its own expense, obtain all registrations, licenses, and permits required under any and all applicable laws to perform its obligations and duties, and to take benefit of its rights. The Partner agrees not to engage in any conduct which would cause Frappe to be in violation of any laws of any jurisdiction.

• 2.3 Marketing & Promotion

  a. The Partner agrees to make all reasonable efforts to conduct marketing campaigns and other marketing activities for the promotion of Frappe Products. Frappe shall be providing assistance to the Partners for these marketing activities.

  b. The Partner hereby agrees that Frappe shall retain all right and title to all copyrights, trademarks, or other intellectual property contained in marketing material(s) relating to the Services, whether such material is provided by Frappe to Partner, or created all or in part by (or on behalf of) the Partner.

  c. Upon written notice to Partner, Frappe may, from time to time at its sole discretion, elect to (i) discontinue any Licensed Marks and/or (ii) replace any Licensed Marks with or use new or different trademarks or service marks (“New Marks”). Older marks shall continue to be Frappe’s intellectual property, but the Partner must discontinue their use in marketing and promotional materials.

  d. At all times, the Partner undertakes to use the Licensed Marks in accordance with such quality standards and specifications agreed from time to time with Frappe as per the Trademark Use Policy. Failure to comply with the quality control standards and specifications shall be considered a material breach of the Agreement.

  e. The Partner undertakes, in relation to its use of the Licensed Marks, that (i) it shall not change or modify the Licensed Marks, or create any design variation in the Licensed Marks; (ii) it shall not join any name, mark or logo with the Licensed Marks so as to form a composite trade name or mark; (iii) it shall not use the Licensed Marks in any manner that reflects improperly upon the Licensed Marks; and (iv) it shall not use any other mark that is confusingly similar to the Licensed Marks.

  f. The Partner hereby agrees to use promotional materials in an effective manner to promote the distribution and marketing of the Services.

• 2.4 Resources

  a. Partner shall ensure that all of its employees who are responsible for the marketing, sales, and technical support services for the Services have proper skill, training, and background, to enable them to provide these services in a competent and professional manner, including ensuring relevant employees complete all training programs.

  b. The Partner shall be responsible for all expenses incurred by it in relation to the sub-licensing, distribution, and marketing of the Services.

  c. The Partner shall ensure that Partner Personnel: (i) conduct themselves in a professional manner in support of Frappe’s policies, products, and business reputation; (ii) make no misleading or false representations regarding Services; and (iii) adopt no sales methods and make no representations with reference to the Services that are contrary to Frappe’s policies which may be notified by Frappe to the Partner from time to time.

• 2.5 Training and Technical Information

  Frappe shall, if considered necessary, provide the Partner, and / or the Partner Personnel with such training in the use of the Services, as Frappe considers necessary to enable the Partner or the Partner Personnel to promote or provide the Services. Frappe however does not warrant that training or information provided pursuant to this clause will be sufficient to enable the Partner and / or the Partner Personnel to adequately respond to all queries or concerns raised by a Customer. The Partner acknowledges its responsibility to refer to Frappe, as necessary, queries or concerns raised or expressed by a Customer which the Partner is unable to answer. An additional charge may be payable by the Partner in respect of the training provided by Frappe or the preparation or presentation of information by Frappe.

• 2.6 Business Integrity Principles

  a. Compliance with Laws: Each Party will conduct its respective business activities under the Agreement in full compliance with all applicable laws.

  b. Business Conduct. Each Party must: (a) conduct its business activities with integrity; (b) comply with anti-corruption laws and other laws prohibiting bribery, corruption, inaccurate books and records, inadequate internal controls, and money-laundering; (c) ensure that none of its personnel and representatives directly or indirectly pays or offers to pay anything of value (including gifts, travel, hospitality, charitable donations, or employment) to any candidate for political office or to any official or employee (including elected officials or any private person acting on behalf of a public sector entity) of any governmental entity, public international organization, or political party, to improperly influence any act or decision of such person for the purpose of promoting the business interests of either Party ; (d) refrain from making any unauthorized representation or commitment on behalf of the other Party ; (e) ensure that all communications to its customers and to the other Party are complete, truthful, accurate, not misleading, and include any required disclosures; and (f) refrain from retaliating against anyone who has, in good faith, reported a possible violation of the foregoing commitments.

  c. Privacy and Data Security: With respect to any Personal Data transferred under the Agreement, Partner and Frappe agree that both Partner and Frappe are data controllers of the Personal Data that each Party independently processes for its own purposes. Without limiting the foregoing, each Party will: - comply with the obligations imposed on it under applicable Data Protection Laws in the Territory; - provide prominent notice of its privacy practices to Data Subjects and maintain prominent link to an online privacy policy on each page of its website and/or in a reasonable location within its application and will ensure that each notice and policy complies with the Agreement and applicable data protection laws; - upon termination of the Agreement, delete or return to the other all copies of Personal Data provided by the other Party except to the extent that such Party has the right or obligation under applicable data protection laws to retain Personal Data after termination; and - refrain from transmitting unsolicited commercial communications in any manner that would violate applicable laws or that would associate either Party with the other in an unauthorized manner.

• 2.7 Audit

  The Partner will, upon reasonable notice and at the Partner’s expense, permit officers, employees and representatives of Frappe to access Partner’s premises, books, records, documents, equipment and other property relevant to the performance of the Agreement. Such access includes, but is not limited to, access for the purpose of liaison, reporting and inspection and for verification of compliance by the Partner and Partner Personnel with their obligations under the Agreement, as well as their likely capacity to continue to comply with their obligations in the future. Without limiting the foregoing, such audits may include, but need not be limited to, (a) invoices and receipts; (b) accounts for payment; (c) security and administration practices and facilities; (d) proof of Customer consent to Partner-Customer Agreement; (e) records of trainings; and (f) any other material relevant to determining the past and future effectiveness and viability of the Agreement and/or the discharge by the Partner of its obligations under the Agreement

• 2.8 Business Planning

  Partner will make all efforts to provide Frappe with a quarterly sales forecast and mutually agreed set of pre-sales activities for the purpose of business planning.

• 2.9 Frappe Partner Portal

  Based on the applicable partnership level, the Partner will be granted access by Frappe to a partner portal (“Frappe Partner Portal”). The Partner must use and update all mandatory information on the partner portal from time to time.

• 2.10 Lead registration

  Partners must provide the details of the mutual prospects they are in contact with. The Partner must submit the information required on the Frappe Partner Portal. Frappe shall be providing deal assistance to Partners and its prospects only in the case the lead is registered on the Frappe Partner Portal.

• 2.11 Partner Evaluation

  a. Partner Evaluation shall be conducted by Frappe of the Partners and shall be completed by the Partner within 90 days from the Effective Date of this Agreement

  b. In an event of failure on the part of the Partner to complete the Partner Evaluation within the stipulated time the Partner shall have to bear legitimate consequences from Frappe which can even lead to Suspension and Termination of the Partnership Agreement.

  c. Once the Partner completes their evaluation, Frappe shall award the Partner a certificate of completion and list the Partner on their official website.

  d. Until the Partner completes the evaluation, the Partner shall not be officially listed as a Partner on Frappe website.

• 3.1 Partner Onboarding & fees

  a. The Partners shall be onboarded as a “Entry Level Partner” with Frappe with a simple Partnership fees of INR 1,00,000/- ($1,450/-) + GST & applicable taxes. The partnership fees will be chargeable after every one year. The fees will be chargeable upfront on the renewal of the agreement. The Partner shall be upgraded to a higher level of Partnership with additional benefits according to the guidelines shared by Frappe from time to time.

  b. Refund:- There shall not be any refund of the Partnership fees or pre-paid credits or FC credits. In case, the Partner or Frappe terminates the agreement due to breach of agreement, the Partnership fees shall not be refunded.

• 3.2 Frappe Reselling Services

  a. The Partner shall distribute the Product warranty on Frappe Products that includes our cloud services as well. The prices of distribution shall be on the current prices distributed by Frappe from time to time.

  b. In no event shall Frappe be responsible for development or implementation or consulting services provided by the Partner to the client or Customer.

• 3.3 Frappe Commission Disbursal

  At the end of completion of each quarter from the effective date of the agreement, Frappe shall calculate the achieved target in that quarter of the Partner and shall disburse the commission to the Partner as per the level of Partnership of the Partner during the time of achievement of the target.

• 3.4 Partner Engagement Plan and benefits

  a. The Partner shall be onboarding as an “Entry Level Partner” The Partner shall be upgraded to a higher level of Partnership with additional benefits according to the guidelines shared by Frappe from time to time.

  b. Frappe shall strive to introduce the following benefits to all Partners subject to availability, partner levels and business practices, that may change from time to time:-

  • Dedicated Partner Manager. The Partner shall be allocated a dedicated Partner Manager who shall be responsible to provide you any assistance required in terms of the Partnership. The Partner Manager shall be the Partner’s point of contact in Frappe.
  • Access to Frappe Partner Portal. Frappe shall be providing access to the Frappe Partner Portal during the onboarding process of the Partner. The Partner shall have all interactions with Frappe through the Frappe Partner Portal. The Frappe Partner Portal enables them the deal assistance and it shall be only provided to the leads which are registered in the Frappe Partner Portal.
  • Partner Evaluations and Certification. The Partner has to complete the evaluations within ninety (90) days of their onboarding for which Frappe shall be providing access to the Partner resources for their successful completion of the evaluations. Upon completion of the evaluations, the Partner shall be listed on Frappe’s website and shall be provided a certification as well. The minimum number of consultants which needs to be certified by the Partner shall vary on the level of partnership. Depending on their level of partnership, the Partner shall fulfill the minimum requirements.
  • Partner SOP (“Standard Operating Procedures”) & Audit. Frappe shall be conducting Partner SOP and audit time to time to check the processes that the Partner is following with their organization alongwith Frappe shall be introducing the best industry practices to the Partner.
  • Partner Listing. The Partner listing shall be provided to the Partner upon completion of their evaluations and attainment of the certification from Frappe.
  • Deal Assistance. Frappe shall be providing deal assistance to them in the form of pre-sales or demo support or in suggesting to Partner’s clients the best sales plan or assistance is suggesting a proposal to the client or any assistance in closing the deal. The deal assistance can be provided to the Partner through the Frappe Partner Portal.
  • Lead sharing. The benefits shall be provided to all levels of partnership except the Entry level Partner. Frappe shall be passing leads to the Partner on the basis of region and area of expertise. In case of delay of response from Partner’s end, Frappe shall be removing the lead details from the system and passing the same to any other Partner.
  • Partner Support Desk. Frappe shall be introducing a Partner support desk in the Frappe Partner Portal through which the Partner can have any issue with regard to the Partnership.
  • Partner levels Partners shall be assigned a level based on their performance and the criteria for levels as defined by Frappe . These levels are subject to change based on the growth of the ecosystem and other external factors.

• 3.5 Partner Upgrade

  a. Partners can upgrade from the current level to the next level on target achievement and fulfill the minimum certification level as per the guidelines provided by Frappe from time to time.

  b. The initial Partnership fees shall not be considered as achievement of target. The minimum fulfillment amount for upgradation shall be without the taxes.

• 3.6 Partner Downgrade

  a. In case the Partner fails to achieve the target as per Frappe Partnership criterias and guidelines the Partner shall be downgraded to a lower level.

  b. An entry level partner has to upgrade at least once to a next level of Partnership within one(1) year. If the Partner is at the Entry level for more than a year then the renewal shall be impacted for the upcoming year with Frappe.

• 3.7 Territory of Listing

  a. Territory of the listing shall be on the basis of country and shall be mentioned in the Order form.

  b. The Partner can distribute Frappe reselling services within the Territory and outside the Territory as well.

  c. The currency within the territory of India shall be in Indian Rupees (INR) and outside of India shall be in US dollars (USD). The territory of reselling Frappe Services shall be on the basis of where the Customer’s registered office is located.

4.1 Partner may provide its own value added services to Customers, combining Services with other products or services for its customers, independently at its own price. Pricing, scope and strategy for offering and/or providing Services shall be discussed and must be agreed in advance by both parties for each Customer as per such Customer’s requirements.

4.2 Partners shall be responsible to distribute Frappe services at the listed prices provided by Frappe from time to time. Any value added services such as development, implementation of Frappe products can be priced by Partners according to their suitability.

4.3 All prospective customers must be registered by the Partner in accordance with Section 2.10 of the Agreement. Frappe reserves the right to reject or refuse permission to the Partner for the sale, sublicensing or provision of any Service to such prospective customer.

• 5.1 Company's Ownership

  a. Proprietary Notices: Neither Party will remove any copyright, trademark, patent, or similar notices from the other Party’s materials without the express written consent of the other Party.

  b. No Reverse Engineering: Each Party agrees not to reverse engineer, decompile, or disassemble any of the other Party’s products or services (including Services), except and only to the extent expressly permitted by applicable laws. Each Party agrees to promptly report to the other Party any suspected unauthorized access, or infringement of copyright, trademark, patent, or other intellectual property rights owned or licensed by the other party and agrees to promptly and reasonably cooperate with the other Party in the investigation of such unauthorized activities.

  c. No Derivative Works. Each Party agrees that it shall not create any derivative works based on the other Party’s properties and intellectual property rights except as explicitly authorized under this Agreement.

  d. Reservation of Rights: Except as otherwise expressly granted in the Agreement: (i) each Party owns and retains all rights, title, or interest in and to its own respective intellectual and other proprietary rights, and neither Party grants such rights to the other Party whether by implication, statute, estoppel or otherwise. Nothing in this Agreement shall be construed to grant to the Partner, and the Partner shall not claim, any rights, title, ownership or interest in and to Frappe marketing and promotional materials, or in Frappe’s copyrighted material, trademark(s), or other intellectual property, other than those express and specific rights granted under this Agreement.

  e. Claims for which Frappe Is Not Responsible: Frappe has no obligation, and Partner shall be the sole responsible party, regarding any claim based on any of the following:

  i. anything provided by Partner, Partner’s Customer, or a third party on behalf of Partner or Partner’s Customer that is incorporated into a product or service, or Frappe’s compliance with any designs, specifications, or instructions provided by Partner, Partner’s Customer, or a third party on behalf of Partner or Partner’s Customer;

  ii. use of a product or service other than in accordance with its applicable licenses and restrictions or use of a non-current version or release of the software, to the extent a claim could have been avoided by using the current release or version;

  iii. any modification of a Service made by Partner, Partner’s Customer, or a third party on behalf of Partner or Partner’s Customer, or the combination, operation, or use of a Service with any other product or service, hardware device, program, data, apparatus, method, or process;

  iv. the distribution, operation, sublicensing, or use of a Service to or for the benefit of any third party, except to the extent that such distribution, operation, sublicensing or use is done as explicitly permitted under this Agreement.

• 5.2 Restrictions

  The Partner shall not at any time acquire a registration, or file and prosecute, a trademark application or applications to register any trade or service marks or any domain name that uses, is derived from or is otherwise identical or confusingly similar to any of the Licensed Marks, for any goods or services anywhere in the world.

The Partner shall indemnify, hold harmless and, at no expense to Frappe, defend Frappe and its Affiliates (if any), and its and their respective directors, officers, employees, and authorized agents and other representatives (each a “Company Indemnified Party”) from and against any and all third-party claims, demands, actions, suits, proceedings, damages, liabilities, losses, fines, penalties, judgments, awards, settlements, costs and expenses (including attorneys’ fees and court) arising from, or related in any manner whatsoever from

a. any actual or alleged breach of this Agreement; and/or

b. any actual or alleged infringement or other violation of a third party's intellectual property rights by the Partner.

7.1 Except as explicitly provided otherwise under the Agreement or any part thereof, neither Party shall be liable to the other Party for any claims, losses, disputes, suits or causes of action (collectively, “claims”) based on, or arising out of:

a. any loss, suspension or interruption of Service;

b. the performance of Services as instructed by the other Party or as required under the Agreement;

c. any injury to property or otherwise;

d. any failure of either Party’s website or online service;

e. any errors in or in connection with either Party’s website;

f. any lack of access to either Party’s website or online service; or

g. any breach of security resulting in loss of User Data, except as required under a Data Protection Law.

Each Party may interrupt its website or online service at any time to perform maintenance, to address security breaches, or for any other reason, or no reason at all, with no liability to the other party whatsoever. The liabilities limited by this section include, without limitation, liability for negligence.

• 7.2 Limitation on the amount of damages

  In no event shall the cumulative damages to which either Party may be entitled under this agreement, regardless of the legal theory on which such damages may be based, exceed the amount paid (and dues accrued) by Partner to Frappe in the twelve (12) months immediately preceding the date on which the claim first arose. The existence of more than one (1) claim during the term hereof will not enlarge this limit.

• 8.1 Term

  The initial term of this Agreement shall be for a period of One (1) year, commencing from the Effective Date (“Initial Term”). Unless terminated earlier, this Agreement may be renewed for an equal term with mutual consent of both Parties (“Renewal Term”). Collectively, the Initial Term and the Renewal Term are referred to in this Agreement as “Term”.

• 8.2 Termination by Frappe

  Frappe may terminate this Agreement immediately and without further notice in the event that:

  a. Partner fails to perform any of the Partner’s obligations under this Agreement or is otherwise in default hereunder;

  b. Any conduct or proposed conduct of Partner exposes or threatens to expose Frappe to any liability or obligation, including any obligation under the law; or

  c. Partner fails to perform its obligations under this Agreement in a fair, professional and workmanlike manner.

  d. Partner can be terminated if Suspension has been given to the Partner but the Partner is in continuous breach of the Agreement or not following the obligation bestowed on him through the partnership.

  e. In case the Partner is considered to Misuse or Mishandle customer data it shall be considered a material breach of the agreement and can lead to termination of the agreement.

  f. Discrepancies in relation to the legal entity of the Partner.

• 8.3 Termination by Partner

  Partner may terminate this Agreement upon thirty (30) days written notice to Frappe in the event that Frappe notifies Partner of an amendment to this Agreement or an Annexure to the Partnership Agreement, and Partner does not agree to such an amendment.

• 8.4 Termination by Either Parties

  This Agreement may be terminated by either Party at any time, by a written notice being provided by the Party wishing to terminate this Agreement to the other Party, as follows:

  a. By either Party in the event that the other Party is in material breach of this Agreement, and has failed within Thirty (30) days after receipt of such written notice thereof from the non-breaching Party to cure such breach;

  b. If either Party becomes the subject of any voluntary or involuntary bankruptcy, receivership or any other insolvency proceedings or makes an assignment or other arrangement for the benefit of its creditors; or

  c. If the Partner sells or assigns any of its rights and/or obligations under this Agreement without the prior written consent of Frappe, or if there is a material change in the control of the Partner.

  d. Either Party can terminate the Agreement with prior written notice of thirty (30) days to the other party without any cause(s)

• 8.5 Effect of Termination

  a. The Partner hereby agrees that upon written notice of termination of this Agreement, the Partner will cease all sales, marketing, and distribution of the Services.

  b. The Partner hereby agrees to remit to Frappe all amounts due and payable without any further notice or demand by Frappe upon written notice of termination of the Agreement. Partner further agrees to reimburse Frappe for any reasonable attorneys’ fees and legal expenses incurred for the collection of any such amounts due and payable to Frappe.

  c. The Partner hereby agrees to cease use of any intellectual property of Frappe upon written notice of termination of this Agreement, including but not limited to, all Licensed Marks, New Marks, and all other trademarks and designs.

  d. Customer accounts created prior to the date of termination shall be allowed to choose between: (i) termination of their account; and (ii) continuation of their account with direct payments to Frappe under an agreement between Frappe and such Customer. In the case of the latter, the Partner shall not be provided with any further benefit for such an account, including but not limited to revenue sharing for such accounts.

• 9.1 Independent Contractors

  The Parties are independent contractors. Any use of the term “Partner” is for convenience only. The Parties are independent contractors and do not intend to create an employer-employee relationship, joint venture, agency relationship, or fiduciary relationship.

• 9.2 Costs

  Each Party shall bear its own costs of performance under the Agreement unless explicitly specified otherwise in this Agreement.

• 9.3 Publicity

  Neither Party may disclose the terms of the Agreement to any third party without the other Party’s prior written approval.

• 9.4 Confidentiality

  The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party’s business and operations, including without limitation the investment activities or holdings of the Fund. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

• 9.5 Notices

  Any notice or other communication required or permitted hereunder shall be in writing, and shall be delivered personally, or sent by certified, registered, or express mail, postage prepaid to Frappe in the following address:

  Address:- Attn: Frappe Legal D/324, Neelkanth Business Park, Vidyavihar West, Mumbai, Maharashtra 400086

  Email Id:- legal@erpnext.com

• 9.6 Entire Agreement

  The Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior oral and written agreements, memoranda, understandings, and undertakings between the Parties relating to the subject matter of this Agreement.

• 9.7 Force Majeure

  Neither Frappe nor Partner shall be liable for any delays in their performance of any of its obligations hereunder due to causes beyond its reasonable control, including, but not limited to, fire, explosion, power blackout, earthquake, flood, severe storms, riots, strike, embargo, labour disputes, acts of civil or military authority, pandemic, war, terrorism (including cyber-terrorism), acts of God, judicial action, unavailability or shortages of materials or equipment, failures or delays in delivery of vendors and suppliers or delays in transportation, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of or material change in applicable laws or other acts of government) (each a “Force Majeure Event”) that affect the performance under this Agreement. Force Majeure Event does not include theft or loss, or events caused by the negligent or intentional acts or omissions of the affected Party.

• 9.8 Amendments

  Frappe may modify the terms of this Agreement, including the Annexures to this Agreement, from time to time. Unless specifically stated otherwise in this Agreement, Frappe will provide the Partner no less than forty-five (45) days’ prior notice before such changes become effective. Any modification to this Agreement will have a prospective effect only.

• 9.9 Arbitration, Jurisdiction, and Applicable Law.

  This Agreement shall be construed in accordance with the laws of India. Both Parties shall make every effort to resolve all differences amicably, taking into consideration the cause for which the Parties have proposed to work together. In the event of any unresolved dispute, the same shall be settled in accordance with The Arbitration and Conciliation Act, 1996 (as amended or replaced by another legislation), by appointing a sole arbitrator with mutual consent. In case the Parties fail to appoint an arbitrator within sixty (60) days of notice for initiation of arbitration or notice for appointment of an arbitrator, an arbitrator may be appointed by a court of appropriate jurisdiction in Mumbai, India. The decision of the arbitrator shall be final and binding upon the Parties. The Parties shall bear their own individual costs, and the costs of the arbitration shall be borne equally by the Parties. The venue of arbitration and the seat of arbitration shall only be in Mumbai. The language of the arbitration shall be English. The courts in Mumbai, India shall have sole and exclusive jurisdiction over all disputes arising out of, or related to, this Agreement.

The taxation clause shall be applicable in accordance with the territorial location of the Partner:

• 10.1 Taxation for Indian Partners

  Unless explicitly specified otherwise, fees paid by the Partner do not include taxes (including any form of sales tax, use tax, value-added tax, service tax, research & development tax, import or export tax, or any other form of taxation). Partner agrees to pay all such taxes without withholding or deduction. If a Partner is required to withhold or deduct any taxes from fees due under this Agreement or Order Form(s), then the Partner must notify the same to Frappe and must wait for Frappe's approval prior to the payment. Frappe reserves the right to request more information, request proof of deduction, or deny any approval under this clause.

• 10.2 Taxation for Non-Indian Partners

  Unless explicitly specified otherwise, fees paid by the Partner do not include taxes (including any form of sales tax, use tax, value-added tax, service tax, research & development tax, import or export tax, or any other form of taxation). Partner agrees to pay all such taxes without withholding or deduction. If a Customer is required to withhold or deduct any taxes from fees due under this Agreement or Order Form(s), then the Customer agrees to increase the amount payable to Frappe by the amount of such taxes so that Frappe receives the full amount of all moneys due under this Agreement and all Order Forms.

All terms and conditions specified in Order Terms shall apply to the Partnership provided under such Order Terms. Order Terms are incorporated into this Agreement by reference and are legally binding. Order Terms may include any or all of the following:

• Effective & End date of the Agreement;
• Term of the Agreement
• Territory of Listing
• Any other terms provided under Order Terms.

If You have any questions or comments about this Agreement, You can contact Our legal officer at legal@erpnext.com