Partnership Agreement

Version 2.0, 1st April 2020

Frappe and Partner are individually referred to as a "Party" and collectively referred to as "the Parties".

  1. Frappe is the original publisher and maintainer of core ERPNext, more particularly set out in Annexure A (the "Products and Services").
  2. Partner wishes to be appointed as partner of the offerings in the territories set out in Annexure B (the "Territory").
  3. At the request of the Partner, Frappe wishes to appoint the Partner as a Partner with the non-exclusive right to sell, market and otherwise distribute the Products and Services in the Territory on the terms, and subject to the conditions set out in this Agreement.

In consideration of, among other things, the mutual agreements and obligations contained in this Agreement, the Parties hereby agree as follows:

1.Definitions and Interpretation

1.1 Definitions

In this Agreement, unless the subject or context otherwise requires, the following terms and expressions shall have the following meanings respectively ascribed to them:

"Adaptation" means any adaptation or improvement to or of any Product;

"Affiliate" means, as to any person (the "Subject") that, directly or indirectly controls, is under common control with, or is controlled by, the Subject, where such control is by the power, directly or indirectly, to direct or cause the direction of the management or policies of such person or entity, whether through the ownership of voting securities, by contract or otherwise; and for the purposes of this definition, the term "Control" when used with respect to any specified person means the possession, directly or indirectly, of power to direct or cause the direction of the management and policies of such specified person, whether through the ownership of voting shares or by contract or otherwise;

"Appointment" has the meaning set out in section 2.1(a);

"Business Day" means any day (other than a Saturday, Sunday or public holiday) on which banks in India are open for normal banking business;

"End-User" means a customer in relation to any Product sold by the Partner;

"Customer" means an end-user or a company of the Partner in relation to any Product sold by the Partner;

"End-User Agreement" has the meaning set out in section 5.4;

"Force Majeure Event" has the meaning set out in section 12.6

"Initial Term" has the meaning set out in section 2.2;

"Licenced Marks" has the meaning set out in section 4.2 (a);

"Credits" has the meaning set out in section 3.3;

"User Data" means all the data and information originally gathered from, or submitted by the Partner or any End-User in connection with any Product.

1.2 Interpretation

a. References to Recitals, Sections and Annexures are to recitals and sections of, and the annexures to this Agreement. b. References to any enactment (meaning any statute or statutory provision of India or elsewhere and any subordinate legislation made under any such statute or statutory provision) shall be construed as references to: 1. any enactment which that enactment has directly or indirectly replaced (whether with or without notification), 2. that enactment as re-enacted, replaced or modified from time to time, whether before, on or after the date hereof. c. The headings in this Agreement are for convenience only and shall not affect the construction or interpretation of this Agreement. d. References to "Agreement" and "this Agreement" are references to this Agreement, amended in writing from time to time.

2.Appointment and Term

2.1 Non-Exclusive Partner Appointment

a. Frappe hereby appoints, and the Partner hereby agrees to be appointed, as a Partner (the "Appointment") with a non-exclusive, non-transferable and revocable right to purchase, sell, market and lease the Products and Services in the Territory on the terms, and subject to the conditions set out in this Agreement.

b. The Partner hereby acknowledges that by entering into this Agreement with Frappe as a Partner of the Products and Services, the Partner is designated as a non-exclusive Partner of the Product and Services, and Frappe reserves the right to appoint additional Partners, or sales representatives or distributors for the Products and Services at any time, during or following the Term of this Agreement, whether in the Territory or otherwise.

c. In connection with its Appointment, the Partner shall be required to purchase all Products and Services to be resold by the Partner from Frappe on terms acceptable to Frappe.

d. The Partner must comply with the changes that may be incorporated during the term of the agreement. Any changes shall be discussed by both parties.

e. The Partner will adhere to both the technical and quality standards set by Frappe during sales engagement with the Customers and Partners. Partner will also update the status of the leads provided by Frappe on the ERPNext Partner portal and upon request by Frappe team on email. Partner shall be entitled to sell all Products and Services of Frappe on terms acceptable to Frappe to those Customers and other Partners. Partner will only sell Frappe hosting and Frappe support services with his additional value added services if required by Customers and Partners.

f. Notice of Changes. Frappe reserves the right to unilaterally modify these Terms of this Agreement from time to time. Frappe will provide Partner no less than forty five (45) days' prior notice before such changes become effective; after such time such changes to these Terms of this Agreement will become effective without further action by the parties. Any modification of this Agreement per this provision will have prospective effect only.

g. Right to independent development. Neither party is restricted from independently developing or acquiring new Products or Services, improving existing Products or Services, or marketing any new, improved, or existing Products or Services.

h. Independent contractors. Any use of the term "partner" is for reference purposes only. The parties are independent contractors and do not intend to create an employer-employee relationship, joint venture, agency relationship, or fiduciary relationship.

i. Costs.Each party will bear its own costs of performance under the Agreement, unless otherwise specified.

j. Publicity. Except as otherwise required by Laws or as otherwise expressly authorized under the Agreement, neither party will issue any press release, publicity, or other disclosure in any form that relates to the terms of the Agreement or to a party's relationship with the other party, including in client presentations or client lists, without the other party's prior written approval.

2.2 Appointment Term

The Appointment shall initially be for a One (1) year period, commencing from the Agreement date ("Initial Term"). Both Parties shall mutually agree to renew the Partnership and terms shall be discussed at the time of such renewal.

3. Partnership Criteria

3.1 Listing Eligibility

Partners signing up to the ERPNext Partner Program shall be provided listing on ERPNext's website (https://erpnext.com) provided they meet the criterias listed out in Annexure D

3.2 Partnership Benefits

For Frappe Products and Services purchased by a Customer through a Partner, as long as the partner maintains a contractual relationship with Frappe and the Customer, the Partner shall receive a commission as specified. The details of the other benefits of all the partnership levels are also summarized under Annexure E.

3.3 Partnership Fees and Credits

On signing up for the Partner Program, the Partner must purchase Credits. The partnership program will only be considered started on purchase of the minimum number of Credits. The minimum Credits and the use of credits shall be as laid out under Annexure F.

4.Partner Responsibilities and Obligations

4.1 No Harm

a. The Partner shall use commercially reasonable efforts to sell, distribute, and market the Products and Services in the Territory in a manner authorized by Frappe and which does not harm or damage the reputation of Frappe or the ERPNext Products and Services.

b. The Partner shall not sell, directly or indirectly, or deliver any Products and Services to any country or area within the Territory where delivery of such Products and Services would be prohibited by any applicable laws or regulations.

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

4.2 Marketing and Promotional Material

a. The Partner shall use Frappe's and ERPNext's identifying logo or trademark or any other of Frappe's and ERPNext's identifying marks, and patent markings (collectively, the "Licenced Marks"), in connection with the sale, distribution and marketing of the Products and Services in all marketing, sales or promotional material, including but not limited to, flyers and website advertising or marketing and Frappe hereby grants the Partner a limited license in respect of such identifying logos, trademarks, identifying marks and patent markings for the foregoing purposes only with prior approval from Frappe.

b. The Partner shall have the right to create and distribute any and all promotional materials for the Products and Services, provided that such promotional materials will contain Frappe's and ERPNext's logo or identifying mark as set out in section 4.2(a). Frappe hereby agrees that the Partner shall be permitted to modify any promotional material provided by Frappe, provided that any such modified material may only be used in connection with the Products and Services. However, those changes should be done in accordance with the brand usage guidelines set by Frappe as set out in section 4.2(f).

c. The Partner hereby agrees that Frappe shall retain all right and title to any copyrights, trademarks, or other intellectual property contained in any marketing material relating to the Products and Services, whether such material is provided to Partner or created all or in part by the Partner.

d. Upon written notice to the Partner, Frappe may, from time to time at its sole discretion, subject to at least Thirty (30) Business Days prior written notice to the Partner, elect to (i) discontinue any Licenced Marks and/or (ii) replace any Licenced Marks with or use new or different trademarks or service marks ("New Marks") for use by the Partner in connection with the resale of all or any Products and Services pursuant to the terms of this Agreement. Upon such election, any such New Marks shall be designated Licenced Marks and as such shall be subject to the terms of this Agreement. Older marks shall continue to enjoy the copyright protection under Frappe but are to be discontinued from use in marketing and promotional materials.

e. At all times, the Partner undertakes to use the Licensed Marks in the Territory only in accordance with such quality standards and specifications agreed from time to time with Frappe as per Brand usage guideline published by Frappe. Failure to comply with the quality control standards and specifications shall be considered a material breach of this Agreement.

f. The Partner undertakes, in relation to its use of the Licenced Marks, that (i) it shall not change or modify the Licenced Marks, or create any design variation in the Licenced Marks, without obtaining the prior written consent of Frappe; (ii) it shall not, without the prior written consent of Frappe, join any name, mark or logo with the Licenced Marks so as to form a composite trade name or mark; (iii) it shall not use the Licenced Marks in any manner that reflects improperly upon the Licenced Marks; and (iv) it shall not use any other mark that is confusingly similar to the Licenced Marks.

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

4.3 Resources

Partner shall ensure that any 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.

a. The Partner shall be responsible for all expenses incurred by it in relation to the sale, distribution and marketing of the Products and Services.

b. The Partner shall at its sole expense, hire and train all employees and/or independent contractors, consultants and salespersons ("Partner Personnel") that it may require to carry out its obligations under this Agreement, and the Partner hereby agrees that it will not incur any expense that is attributable to Frappe, save for expenses that may be agreed to by Frappe and the Partner in writing prior to the incurring of such expense.

c. The Partner shall ensure that its Partner Personnel conduct themselves in a professional manner in support of Frappe's policies, products and business reputation and shall adopt no sales methods and make no representations with reference to the Products and Services that are contrary to Frappe's policies which may be notified by Frappe to the Partner from time to time.

4.4 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 Products, as Frappe considers necessary to enable the Partner or the Partner Personnel to market and sell the Products. Frappe however does not warrant that training or information provided pursuant to this clause is sufficient to enable the Partner and / or the Partner Personnel to adequately respond to all queries or concerns raised by an End-User. The Partner acknowledges its responsibility to refer to Frappe as necessary queries or concerns raised or expressed by an End-User which the Partner is unable to answer. An Additional Charge may be payable by the Partner in respect of the training provided by ERPNext or the preparation or presentation of information by ERPNext.

4.5 Unauthorised Use

a. The Partner should not modify any terms of the ERPNext End-User agreement when quoting Product and Services offered by Frappe.

b. The Partner shall not, either orally or in writing, describe any Product in any manner contrary to the descriptions contained in catalogues, advertisement and promotion materials and information furnished by Frappe to the Partner. The Partner shall ensure that no Partner Personnel makes any oral or written representation or warranty regarding the Products except for standard warranties offered by the Partner which are in effect at the time of sale. To the extent permitted under applicable laws and unless otherwise expressly notified by Frappe to the Partner in writing, Frappe makes no warranties, whether expressed or implied, with respect to the Products.

4.6 Business Integrity Principles

  1. Compliance with Laws. Each party will conduct its respective business activities under the Agreement in full compliance with all Laws. Without limiting the foregoing, each party will:

    (a) comply with (i) Laws that apply to the other party's Marks or to the use, transfer, import,export, or re-export of any Products licensed or distributed under the Agreement

    (b) comply with all Laws (and pay the related fees and taxes that it owes)]

    (c) comply with Laws that govern the rights to and protection of the other party's copyrights,Marks, patents, trade secrets, and other forms of intellectual property;

    (d) comply with Laws that govern labor practices, human rights, and health and safety;

    (e) obtain and maintain any required local government approvals, each at its own expense; and

    (f) timely provide information, assistance, and cooperation (at the requesting party's commercially reasonable request and expense) as necessary to comply with Laws, or to register (or renew registration) or report to any governmental agency or certification body that regulates or certifies the use, licensing or distribution of Products.

  2. Business Conduct. Each party will:

    (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 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.

  3. Privacy and Data Security.

    (a) With respect to any Personal Data transferred under this Agreement, Partner and

    Frappe agree that both Partner and Frappe are data controllers of the Personal Data

    that each independently processes.

    (b) The nature, purpose, and subject matter of the Processing, including the types of Personal Data and categories of Data Subjects involved, are described in the Agreement. Company will not Process Personal Data under this Agreement for any other purpose.

    (c) Without limiting the foregoing, each party will:

    (i) comply with the obligations imposed on it under Data Protection Laws;

    (ii) prior to obtaining information from Data Subjects, obtain their legally valid permission or have another valid legal basis to process their data and to transfer it to the otherparty. If obtaining user permission, such permission must comply with applicable law as valid consent;

    (iii) establish independent procedures for managing and responding to any communication from a Data Subject seeking to exercise its rights under Data Protection Laws, including where the other party is communicating the Data Subject request on behalf of the Data Subject;

    (iv) provide commercially reasonable assistance to the other (at the latter's expense) in responding to any requests, investigation, consultation, or claims from a Data Subject, regulator, or supervisory authority concerning Data Protection Laws;

    (v) take all measures that are required by Data Protection Laws, and in accordance with good industry practice relating to data security (including, if applicable, pursuant to Article 32 of GDPR);

    (vi) provide prominent notice of its privacy practices to Data Subjects and maintain a 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 this Agreement and Data Protection Laws;

    (vii) upon termination of the Agreement, delete or return to the other all copies of Personal Data except to the extent the party has the right or obligation under applicable Data Protection Laws to retain Personal Data after termination;

    (viii) refrain from transmitting unsolicited commercial communications in any manner that would violate Laws or that would associate either party with the other in an unauthorized manner.

4.6 Plug-in Services

The Partner shall, in the sale of the Products, offer add-on services for the benefit of its End-Users. On specific requests made by the Partner, Frappe may provide the API (Application Programming Interface) of its applications to the Partner to enable add-ons to integrate with ERPNext products. However, it is to be noted that no changes to the core product can be made by the Partner. Provisioning of the APIs by ERPNext will be purely based on the availability. In case there is an additional requirement of a specific API which is not currently available and requires development effort from ERPNext, profit sharing will be discussed with Partner on a case-to-case basis. The Partner shall ensure that at all times, it complies with all applicable laws in relation to the protection of personal data submitted by the End-Users.

4.7 Audit

The Partner will, upon reasonable notice and at the Partner's expense, unless otherwise agreed by the Partner and Frappe, permit officers of Frappe and employees access to the Partner's premises, books, records, documents, equipment and other property relevant to the performance of this 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 with its obligations under this Agreement and its likely capacity to continue to comply with its 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; and (d) any other material relevant to determining the past and future effectiveness and viability of this Agreement and the discharge by the Partner of its obligations under this Agreement

4.8 Business Planning

Partner shall provide ERPNext with a quarterly sales forecast and mutually agreed set of pre-sales activities in Business planning.

4.9 Partner Portal

Based on Partnership level Partner will be granted access to ERPNext Partner portal. Partner must use and update all mandatory information on the Partner portal from time to time.

4.10 Lead Registration

Partner must provide the details of the prospects they are in contact with. The Partner must submit the required on the partner portal defined in section 4.9 of this Agreement.

5. Reselling Terms And Conditions

5.1 Additional Terms and Conditions

Frappe and the Partner hereby agree that any additional terms or conditions applicable to any Purchase shall not be binding on either party unless such additional terms and conditions are accepted in writing by both parties. Partners can provide their own value added services combining Frappe Product and Services independently at its own price and above Frappe product and services in the assigned territory. Pricing, scope and strategy for the Enterprise project shall be discussed and agreed by both parties. Partner shall enter into legal and contractual agreement with Customer as independent party and shall accept all legal and contractual responsibilities associated with such agreements and shall indemnify Frappe accordingly

Partner will not sell/ promise to the Customer or other Partner, any Frappe product and services other than standard and listed products on Frappe or ERPNext website without written consent from Frappe. If a Partner enters into any agreement with the Customers or other Partners other than listed products and services, Frappe will not be responsible in delivering those products or services. Frappe will also not be liable for not delivering any such products or services.

5.2 Purchase Price

All Products shall be purchased by the Partner from Frappe at the prices set out in the price list as published by the company. Frappe may, from time to time and at any time, at its sole discretion, revise the price list with prior written notice to Partner.

Frappe may, but is not obliged to provide Partner with recommended retail prices for the resale of the Product by the Partner and the Partner shall adhere to any recommended retail prices which may have been set by Frappe.

5.4 End-User Terms

a. Any resale of the Products by the Partner to End-Users shall be subject to the terms specified in ERPNext Terms of Use.

b. Any resale of Products shall be subject to an End-User Agreement, the form and contents of which shall be subject to the prior written approval of Frappe (such approval to be granted at the sole discretion of Frappe) and such End-User Agreement shall be duly acknowledged, whether in writing or otherwise, by each End-User prior to any use of any Product by such End-User;

c. Each End-User Agreement shall include:

(i). disclaimers of liability of Frappe for indirect, incidental or consequential damages (except of damages arising from a breach of confidentiality / privacy);

(ii). adequate provision for protection of Frappe's Confidential Information;

(iii). adequate provision for protection of Frappe's ownership rights in relation to the Products, as well as all other Company copyrighted and proprietary material, provided always that ERPNext shall, in such End-User Agreement, provide reasonable assurances in relation to the protection of End-User data and End-User privacy and security controls.

d. Frappe shall have the same unrestricted rights and access granted by an End-User to the Partner, to all User Data arising from or in the course of any use by the Partner or any End-User of any Product (including in relation to and arising from any sub-licenses or services provided pursuant to any End-User Agreement) and where required by applicable law, the Partner shall obtain the consent of any relevant party for the grant of such right to Frappe.

5.5 Reporting and Records

a. The Partner shall submit quarterly market reports for the Territory, in a format mutually agreed upon between the parties, such reports to include detailed information regarding market conditions, Customer contact reports, forecasts, User Data and specific updates as may be requested by Frappe.

b. The Partner undertakes and agrees to keep true and accurate records and books of account containing all data relating to the Products and Frappe shall have access to all such records and books of account for the purpose of verifying any amounts payable to Frappe hereunder upon ten Business Days' advance notice no more than once per calendar year unless consistent discrepancies require quarterly reviews, where there is a variance of 10% or more between the amount paid by the Partner to Frappe and the actual fees payable by the Partner to Frappe as determined pursuant to such verification process, the costs of such verification process shall be borne entirely by Partner.

5.6 Payment Terms

a. When a partner purchases credits from Frappe, they will:

i. Receive a sales invoice indicating the purchased credits.

ii. Be provided with extra credits in the form of commission as per the partnership type and level.

b. All payments shall, unless otherwise specified, be made to Frappe in Indian Rupee (INR) or United States Dollar (USD) and shall be billed quarterly in arrears.

c. The Partner hereby agrees that should it fail to make any payments to Frappe by the due date of such payment, Frappe may demand full or partial payment from the Partner or request that security, reasonably satisfactory to Frappe be provided by the Partner to Frappe to guarantee payment of such outstanding amounts by the Partner.

d. If Partner cancels any order for any reason that Frappe reasonably deems unreasonable, the Partner shall be obligated to pay to Frappe the costs of such order. Once credits have been purchased, the Partner IS NOT eligible for any refunds. The only exception is that a customer wants a refund, in case of which the credits will be refunded based on the following conditions: i. The partner has to claim this credit amount by contacting Frappe.

ii. The period for which credits will be refunded is the time between the partner contacting Frappe for a refund and the remaining period of the customer's subscription.

iii. Refunds can be claimed for Customers which are on yearly subscription plans. Monthly subscriptions will not be refunded.

iv. Frappe has the final say on the amount of credits that will be refunded.

5.7 Warranty and Claims

Frappe is distributed in the hope that it will be useful, but WITHOUT ANY WARRANTY; without even the implied warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. See the GNU General Public License for more details.

a. All Products delivered and supplied to the Partner shall be subject to warranty of ERPNext as set out in ERPNext Terms of Use.

b. Any warranties given by the Partner with respect to Products which have been modified without the prior written consent of Frappe or which have not been expressly authorized by Frappe shall be void.

c. Any claims made by the Partner in respect to any defects of any Product shall be made pursuant to the terms of the Warranty in accordance with Frappe's standard procedures and other written instructions provided to the Partner by Frappe and must be submitted to Frappe within Two (2) days of the Partner being aware of such claim. Any and all claims shall be submitted to Frappe in writing and shall contain details of the claim made against Frappe.

5.8 Changes in or Discontinuance of Products

a. Frappe reserves the right at any time to change any feature of any Product without the prior consent of the Partner. The Partner shall not have any approval rights with respect to any changes or modifications of any Product made by Frappe.

b. Frappe reserves the right at any time to discontinue any Product without any obligation of any kind as a result of such discontinuance. Frappe hereby agrees that it shall notify the Partner in writing of any change or discontinuation of any Product.

5.9 Service Level Support to End-User

a. The Partner shall be responsible for the provision of Level 1 service support to End-Users, such support being more particularly described in Part A of Annexure C.

b. Frappe shall be responsible for the provision of Level 2 service support to End-Users, such support being more particularly described in Part B of Annexure C.

6. Intellectual Property Rights

6.1 Company's Ownership

The Partner hereby acknowledges and agrees that Frappe is the sole legal and beneficial owner of all rights, title, ownership, and interests in and to each and any sales, marketing and promotional materials, and in any copyright, trademark, or other intellectual property proprietary to Frappe, including without limitation any such intellectual property in all or any part thereof.

Proprietary Notices. Neither party will remove any copyright, trademark, patent, or similar notices from the other party's materials without express written consent from the other party.

No Reverse Engineering. Both parties agree not to reverse engineer, decompile, or disassemble any of the other party's Products, except and only to the extent expressly permitted by 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.

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; and

(ii) all permitted use of Products is by license only, and is not subject to the "first sale" or any similar doctrine under copyright or other applicable intellectual property rights Laws. Except as otherwise expressly granted in the Agreement, any use in the Agreement of words such as "distribute," "sell," "price," "fees," or similar words is for convenience only, and not to be construed to mean that title to any underlying intellectual property rights in the Products is being transferred.

Third Party Claims

If a third party asserts a claim against you that a Frappe Product Frappe provides to you under this Agreement infringes that party's patent or copyright, Frappe will defend you against that claim at Frappe's expense and pay all costs, damages, and attorney's fees that a court finally awards against you, or that are included in a settlement approved in advance by Frappe, provided that you:

a. promptly notify Frappe in writing of the claim;

b. allow Frappe to control, and cooperate with Frappe in, the defense and any related settlement negotiations; and

c. are and remain in compliance with the Product's applicable license terms and your other obligations in this section.

Claims for Which Frappe Is Not Responsible

Frappe has no obligation regarding any claim based on any of the following:

a. anything provided by you, your Customer, or a third party on behalf of you or your Customer that is incorporated into a Product or Frappe's compliance with any designs, specifications, or instructions provided by you, your Customer, or a third party on behalf of you or your Customer;

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

c. any modification of a Product made by you, your Customer, or a third party on behalf of you or your Customer or the combination, operation, or use of a Product with any other Product, hardware device, program, data, apparatus, method, or process;

d. the distribution, operation, or use of a Product outside your entity or for the benefit of any third party, except to the extent that such distribution was i) authorized by Frappe under this Agreement and ii)done in your role as an Frappe Business Partner under this Agreement;

6.2 No Rights Granted

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 each other's copyrighted material, trademark(s), or other intellectual property, other than those express and specific rights granted under this Agreement.

6.3 Further Assurance

Each of Frappe and the Partner agrees to cooperate with and assist the other party at the other party's expense, in the protection of trademarks, patents, or copyrights owned by or licensed to the other party and shall inform the other party immediately of any infringements or other improper action with respect to such trademarks, patents, or copyrights that shall come to the attention of the first party.

6.4 Restrictions

a. 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 Licenced Marks, for any goods or services anywhere in the world;

b. Shall ensure that all End-User Agreements include terms prohibiting the creation of an Adaptation of any Product by an End-User and, where there has been any breach of such terms by an End-User, take all reasonable commercial steps to enforce such terms against the defaulting End-User and shall render all reasonable assistance to Frappe in relation to any steps which Frappe may wish to take in respect of such breach by an End-User.

7. Representations and Warranties

The Partner hereby represents and warrants that:

a. It is a corporation duly incorporated, organized or operating under the laws of its jurisdiction of incorporation;

b. It has the power and capacity to enter into this Agreement and to exercise all rights and perform all obligations hereunder and all corporate and other actions required to authorise the execution of this Agreement have been taken, and this Agreement constitutes legal, valid and binding obligations of the Partner;

c. The Partner's entry into this Agreement and its acceptance of the terms hereof are not in breach of:

i. any regulatory or legal requirement of any jurisdiction applicable to it;

ii. any other agreement to which it is a party;

iii. its memorandum and articles of association or other constitutional documents.

8. Limitation Of Liability

8.1 Limitation of Liability

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:

a. this agreement

b. any loss, suspension or interruption of service

c. the performance of services or other obligations and/or the exercise of rights under this agreement

d. any injury to property or otherwise

e. any failure of either party's website or online service to operate

f. any errors in or in connection with either party's website

g. any lack of access to either party's website or online service or

h. any breach of security resulting in loss of user data. 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.

8.2 Scope of Limitation

The limitations of liability set forth in section shall not apply to, nor limit the liability of a party or its affiliates, for:

a. a material breach of section 6 of this agreement;

b. its indemnification, defense and hold harmless obligations;

c. any gross negligence, fraud, or willful or intentional misconduct on the part of such party.

8.3 Consequential Damages

Except as provided herein, in no event will either party, or its affiliates, independent contractors, employees, agents, or third-party Partners, licensors, or suppliers be liable to the other party for any incidental, indirect, punitive, special or consequential damages (including lost profits or lost business opportunity) that the other party may incur or experience by reason of its having entered into or relied on this agreement, or arising out of the performance of this agreement, even if the party to be charged was advised or knew of the possibility of such damages. The foregoing limitation will apply regardless of the form of the claim(s), in which such liability may be asserted, whether in contract, tort (including negligence) or otherwise.

8.4 Limitation on Amount of Damages

Except as provided in section 8.3, in no event will 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 whichever of the following amounts is applicable:

a. if the total amount paid or owed to company by Frappe after the effective date hereof and during the Twelve (12) calendar months immediately preceding the date on which the claim first accrued or

b. if less than Twelve (12) calendar months after the effective date and prior to the date on which the claim first accrued, then the average amount paid or owed to company by Frappe during applicable number of such months prior to accrual of the claim, multiplied by Twelve (12).

The existence of more than One (1) claim during the term hereof will not enlarge this limit

8.5 Limits

The limitations on damages set forth in sections 8.3 and 8.4 shall not apply to, nor limit the liability of a party or its affiliates for:

a. a material breach of its confidentiality obligations

b. its indemnification, defense and hold harmless obligations

c. any gross negligence, fraud, or wilful or intentional misconduct.

9. Partner Indemnity

The Partner shall indemnify, hold harmless and, at no expense to ERPNext, defend ERPNext 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 to:

a. any actual or alleged breach of this Agreement;

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

10. Confidentiality

10.1 Partner Confidentiality Obligations

The Partner hereby agrees to keep confidential all technical, product, business, financial and other valuable information regarding Frappe, the business of Frappe and its clients, including but not limited to, all software programs, research, development, documentation, materials used for training and any other technical information provided by Frappe to the Partner and / or the Partner Personnel in the course of such training (if any), marketing strategies and business methods of Frappe and of clients of Frappe. The Partner shall at all times protect and safeguard the confidential information and trade secrets of Frappe and its clients, and agree not to disclose, give or transmit any confidential information or trade secrets to any third parties.

10.2 No Unauthorised Use

The Partner shall not use at any time (whether during the continuance of this Agreement or after its termination) for its own benefit or purposes, or for the benefit or purposes of any other person, firm, corporation, association or other business entity, any trade secrets, business development programs, or plans belonging to or relating to the affairs of Frappe, including knowledge relating to Customers, clients, or employees of Frappe.

10.3 Survival

The provisions of this section shall survive the termination of this Agreement.

11. Termination

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. Frappe, in its sole discretion, determines that Partner does not meet the Program criteria for participants as determined by Frappe from time to time;

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

11.1 Termination Right

This Agreement may be terminated by either party at any time, by 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 or to pursue any and all corrective action with respect to any material breach that cannot be reasonably corrected within such Thirty (30) day period;

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;

c. If the Partner should sell or assign any of its rights and obligations under this Agreement without the prior written consent of Frappe or if there should be a material change in the control of the Partner.

11.2 Partner Obligations

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 Products, except for orders for the Products placed by the Partner pursuant to any Credits allocation for Customer account received by Frappe prior to the written notice of the termination of this Agreement.

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 this Agreement, and the Partner further agrees to reimburse Frappe for any reasonable attorneys' fees or legal expenses incurred for the collection of any such amounts due and payable to Frappe.

c. The Partner hereby agrees upon written notice of termination of this Agreement to cease use of any intellectual property of Frappe, including but not limited to, any trademarks or designs.

12. Miscellaneous

12.1 Confidentiality

Each party agrees to hold this Agreement confidential and not to disclose this Agreement, any matter contemplated within this Agreement or any Confidential Information to third parties, without the prior consent of the other parties hereto. The foregoing obligation shall not apply to the extent:

a. the information being disclosed is or has become publicly known or known to third parties at the time of disclosure through no fault of the disclosing party;

b. the information was generated independently by the third party before disclosure by the disclosing party;

c. disclosure is or becomes required by applicable law or legal process, including pursuant to court proceedings, court order, applicable governmental regulation, or otherwise;

d. such disclosure is to an advisor of the disclosing party who has agreed to maintain the confidentiality of such information;

e. disclosure is or becomes necessary to facilitate the disclosing party's performance of any obligation set out in this Agreement.

12.2 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 the following address: D/324, Neelkanth Business Park, Vidyavihar West, Mumbai, Maharashtra 400086 or to such other address as the parties may designate by written notice.

Any such communication shall be deemed duly given, in the case of personal delivery and courier service, upon delivery and receipt of written acknowledgement thereof and in the case of registered mail, Fourteen (14) days after posting, provided that if such day is not a Business Day or such time not a normal business hour then delivery shall be deemed to have occurred on the following Business Day.

12.3 Costs and Expenses

Each party shall bear their own respective costs and expenses incurred in connection with the preparation, negotiation and execution of this Agreement and the performance of their respective obligations hereunder.

12.4 Entire Agreement

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

12. 5 Cooperation on Disputes

Partner shall cooperate with Frappe in regard to any inquiry, dispute or controversy in which Frappe may become involved and of which Partner may have knowledge. Such cooperation shall include disclosure of relevant documents and financial information, and interviews of Partner's personnel. Such obligation shall continue after the expiration or termination of this Agreement.

12.6 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, labor 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 Laws or other acts of government) that materially affect the performance under this Agreement. A Force Majeure Event does not include theft or loss, or events caused by the negligent or intentional acts or omissions of the affected party.

12.7 Non-Solicitation

During the term of this Agreement and for a period of one (1) year thereafter, neither party will directly or indirectly, either alone or in association with others, (a) solicit, or permit any of its Affiliates to solicit, any employee of the other party or its Affiliates to leave the employ of the other party or any of its Affiliates, or (b) solicit for employment, hire, or engage as an independent contractor, or permit any of its Affiliates to solicit for employment, hire, or engage as an independent contractor, any person who was employed by the other party or its Affiliates; provided, that this clause (b) will not apply to any individual whose employment with the other party or any of its Affiliates has been terminated for a period of six (6) months or longer and provided further that this Section will not prohibit general advertisement of employment opportunities not specifically targeting any employee(s) of the other party or its Affiliates.

12.8 Waivers and Amendments: Non-Contractual Remedies and Preservation of Remedies

This Agreement may be amended, superseded, cancelled, renewed or extended, and the terms hereof may be waived by a written instrument signed by both the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege, nor any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof of the exercise of any other such right, power or privilege. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that any party may otherwise have at law or in equity.

12.9 Assignment

Neither Partner may assign any rights or obligations under this Agreement without the prior written consent of the other (not to be unreasonably withheld or delayed), provided either Party may assign this Agreement without consent of the other Party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the assigning Party's assets not involving a direct competitor of the other Party.

12.10 Counterparts

This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies here of each signed by less than all, but together signed by all of the parties hereto.

12.11 Severability of Provisions

If any provision, or any portion of any provision of this Agreement, or the application of any such provision or any portion thereof to any person or circumstance, shall be held invalid or unenforceable, the remaining portion of such provision and the remaining provisions of this Agreement, and the application of such provision of portion of such provision as is held invalid or unenforceable to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby.

12.12 Further Assurance

Each party shall do and execute or procure to be done and executed all such further acts, deeds, things and documents as may be necessary to give effect to the terms of this Agreement, and (so far as it is able) to provide such assistance as the other parties may reasonably request (including without limitation, exercising its power as shareholders) to give effect to the spirit and intent of this Agreement.

12.13 Authorization

Partner hereby authorizes ERPNext and third parties authorized by ERPNext to disclose and / or publish information regarding Partner's name, address and other contact information, expertise profile, and business profile in printed and / or electronic forms in any medium.

12.14 Governing Law and Jurisdiction

This Agreement shall be governed by, and construed, in accordance with, the laws of India and all disputes shall be submitted to the jurisdiction of the courts of Mumbai, Maharashtra only.

Annexure A

The Products

  1. ERPNext SaaS Plans

    a. Standard

    b. Enterprise

  2. Hosting on frappe.cloud

Annexure B

Territory

Region in which Partner is having his registered office.

Annexure C

Service Level Support

Part A – Level 1 Service Support

This is the initial support level responsible for basic Customer issues which will be provided by (Partner Name). It is synonymous with first-line support, level 1 support, front-end support, support line 1, and various other headings denoting basic level technical support functions. This includes troubleshooting methods such as verifying physical layer issues, resolving username and password problems, uninstalling / reinstalling basic software applications, verification of proper hardware and software set up, and assistance with navigating around application menus. This also includes customizations in the form of custom fields, JS scripts, server scripts that are created / written for the client. Partner will be the first point of contact for the Customer. This also includes all functional support on ERPNext. Partner will be responsible for resolving functional queries of the Customers as part of L1 service support.

Part B – Level 2 Service Support

These queries will be classified as L2 by Frappe and will be resolved by Frappe support. This is a more in-depth technical support level than Level 1 and will be provided by ERPNext. It is synonymous with level 2 support, support line 2, administrative level support, and various other headings denoting advanced technical troubleshooting and analysis methods. Technicians of ERPNext will be responsible for assisting Partner personnel in solving basic technical problems and for investigating elevated issues by confirming the validity of the problem and seeking for known solutions related to these more complex issues. L2 support can be availed by the Partner directly only over the ERPNext Partner portal.

Annexure D

The ERPNext Partner Program consists of two types of partnerships:

  1. "Resellers" is for companies/individuals who can implement ERPNext, but without visibility or listing as an official partner — until they qualify to be the same
  2. "Official Partners" is for companies/individuals with visibility or listing as levels—Bronze, Silver, and Gold according to their qualifications and experience with ERPNext.

Partnership level granted to a Partner depends on the number of accounts hosted on erpnext.com or frappe.cloud closed by the Partner, demo capability of the Partner, and the number of certified staff members in the Partner's team. The table mentioned under below summarizes the thresholds and requirements needed by the Reseller / Partner to qualify for each partnership level.

The following table contains the partnership thresholds for progressing or demoting among various partner tiers:

Reseller Bronze Silver Gold
Minimum number of hosted accounts < 5 5 20 50
Demo test required? No Yes Yes Yes
Number of certified staff members N/A N/A 1 2

ERPNext Partner listing is dynamic, depending on the fulfilled criteria. Listing and status of the Partner will be withdrawn/downgraded if the number of hosted accounts falls below the threshold at any point in time. Likewise, "Official Partners" may automatically be upgraded to a higher partnership level once all the three (3) stated requirements for that higher partnership level are satisfied. Additionally, certifications are binding only to the person being certified and not to the Partner's company. If a certified staff member leaves or joins the Partner's team, the Partner MUST notify ERPNext immediately.

Annexure E

The following table shows the partner benefits under this Agreement.

Reseller Bronze Silver Gold
Listing/visibility on erpnext.com No Yes* Yes* Yes*
Sales commission rate 10% 10% 20% 30%
Leads sharing by the Frappe team No Yes** Yes** Yes**
E-learning resources Yes Yes Yes Yes

* Depends on demo capability and number of certified agents as mentioned under Annexure D

** Depends on performance of the partner on previous leads (if shared previously under the Partner Program). Frappe has the right to deny sharing new leads to the partner.

Annexure F

To enroll in the ERPNext Partner Program, a purchase of Credits worth at least $500 (for Non-Indian Partners) / ₹35,000 (for Indian Partners) is to be paid at the time of enrollment. Against the purchase, a commission with regards to the purchase amount will be allocated as Credits to the Partner/Reseller. Depending on the partnership level/type as mentioned under Annexure D, the percentage of commission will vary. These Credits can be spent against the Customer's subscription (for all accounts hosted on either erpnext.com or frappe.cloud). The enrollment fee and Credits are non-refundable. Unutilized Credits will expire after a period of One (1) year from the time of Credits subscription.