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 to migrate all cloud customers and clients to Frappe Cloud and will be responsible to distribute 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.
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;
- 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.
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 shall 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 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.