Partner Agreement

Last updated: 31 July 2017

If you are an SaaS vendor or other provider of professional advisory services approved by INDICE and its affiliates ( incontrl ) then you can become a recognized incontrl Partner and receive the benefits of the incontrl Partner Programme (the Programme ). By applying for registration into the Programme you are accepting and agreeing to the terms and conditions set out in this Partner Agreement ( Partner Agreement ), as well as incontrl's Terms of Use, as updated or amended from time to time in incontrl's discretion ( incontrl's Terms of Use ), which are incorporated into this Partner Agreement by reference.

If you are agreeing to this Partner Agreement not as an individual but on behalf of your company, organization, firm, partnership or other corporate entity, then you agree and acknowledge that you are binding such entity to this Partner Agreement, and that you are fully authorized to do so.

incontrl may update or modify this Partner Agreement from time to time in its sole discretion. All updates and modifications to this Partner Agreement will be published on incontrl's website, and notice of relevant material updates and modifications to this Partner Agreement will be communicated to you via email, at the email address on record.

Partnership Prerequisites

Prior to being accepted to the Programme, you must:

Fill out a Partner Application Form
Setup your incontrl HQ subscription including designating a Principal and entering in payment information to establish your Practice Billing Account

(together, the Partnership Prerequisites ).

incontrl will determine whether you are accepted to the Programme once the Partnership Prerequisites above have been completed. incontrl reserves the right to accept or decline any organization or individual as a incontrl Partner regardless of whether the Partnership Prerequisites have been met, for example if incontrl determines that you are likely to be unable to meet the Ongoing Requirements set out below.

Programme Benefits

Once you have been accepted to, and as long as you remain part of, the Programme, you will receive access to the applicable benefits of the Programme, as modified or updated by incontrl from time to time, at the specified status level, including:

Access to incontrl DASHBOARD – a subscription to manage clients centrally
One subscription to incontrl for internal use by your business
Access to Partner-only information and support from a incontrl Account Manager

Ongoing Obligations

To maintain status as a incontrl Partner, you agree to:

Actively promote incontrl to existing and potential clients consistent with your professional and ethical obligations
Adhere to the incontrl Partner Code of Conduct
Ensure that at least one staff member is up to date with incontrl advisor certification at all times
Either (a) add at least one paid client subscription (not including the incontrl subscription for internal use provided as part of the Programme Benefits) to your Partner account within 90 days of acceptance into the Programme, and then maintain at least one paid client subscription to your Partner account on an ongoing basis; or (b) be invited into, with an advisor role, at least one paid client subscription, and continue to be invited into, with an advisor role, at least one paid client subscription on an ongoing basis
Promote incontrl on your website (if you have one) by maintaining an active hyperlink to incontrl.io and adhering to the incontrl Brand Guidelines, including not using the incontrl name or logo anywhere in your company/partner-programs/partnership name, registered business name, product name, service offering, URL, or any social media accounts
Otherwise act in good faith in the offering and use of incontrl

Duration of the Partner Agreement

This Partner Agreement is effective immediately upon you being accepted into the Programme by incontrl, and remains in force until:

Superseded by incontrl at any time effective upon the online publication of updated or modified terms – notice of relevant material updates and modifications to this Agreement will be communicated to you via email, at the email address on record
This Partner Agreement is terminated by either party for any reason by providing one month's notice in writing to the other party
This Partner Agreement is terminated by either party, with immediate effect upon written notice being provided to the other party, for that other party's material breach of any of the terms of this Partner Agreement

If this Partner Agreement is terminated for any reason, you will no longer be able to participate in, or receive the benefits of, the Programme.

For the avoidance of doubt, notwithstanding the termination of this Partner Agreement, incontrl's Terms of Use will continue to apply to your use of the Services (as defined in incontrl's Terms of Use) that incontrl may make available to you as a non-partner, and the following sections of this Partner Agreement will survive any such termination: "Applicability of incontrl's Terms of Use", "Relationship of Parties" and "Indemnity".

Billing

If your client does not wish to manage and pay for a incontrl Business Edition subscription themselves, you may manage and pay for that subscription on their behalf.

To qualify for applicable reduced pricing on incontrl Business Edition subscriptions for which you are the Subscriber (as defined in incontrl's Terms of Use), you must:

nly have 1 billing account associated with your incontrl Business Edition subscriptions, and 1 billing account associated with your incontrl Partner Edition subscriptions
the billing account must be paid by you or your business and not by an individual client
nominate and advise incontrl who, within the business, will be responsible for all matters relating to the billing account

You agree to adhere to the incontrl subscription and payment terms set out in incontrl's Terms of Use, as updated or amended from time to time.

Status

Partner status is determined in accordance with the Partner Points Scheme in place from time to time. More information regarding the Partner Points Scheme is set out in the partner points guide. For the avoidance of doubt, any determinations by incontrl on matters relating to the Partner Points Scheme (including status level and the operation of the points system) will be final.

Applicability of incontrl's Terms of Use

This Partner Agreement applies in addition to, and should be read in conjunction with, incontrl's Terms of Use, which are incorporated in this Partner Agreement by reference to the extent applicable and which govern matters in relation to your dealings with incontrl, including limitations on liability, indemnification, intellectual property, and governing law.

You acknowledge and agree that all access (including by Invited Users, as defined in incontrl's Terms of Use) to incontrl's services will be subject to incontrl's then current Terms of Use.

In the event of any inconsistency between this Partner Agreement and incontrl's Terms of Use, incontrl's Terms of Use will take priority.

Relationship of Parties

No agency, partnership, joint venture or employment is created between incontrl and you as a result of this Partner Agreement. You are not authorized to create any obligation, express or implied, on behalf of incontrl.

Indemnity

You agree to indemnify incontrl against any and all claims, costs, damages and/or loss that incontrl may sustain or incur, as a result of any claim by a third party, including your clients and any incontrl users, arising from: (a) your acts or omissions including, but not limited to, your provision of professional services, implementation support, or other products or services, (b) your breach of this Partner Agreement.

Points Guide

Your partner status is based on the points guide set out below. More details are available on the status levels page.

This guide has been developed to give an overview of how you can earn points in the incontrl Partner Program.

Subscription points

How to earn points:

Owning the subscription for a client on incontrl.
Being invited in with the advisor role into your client's active incontrl subscription.

Things to note:

You can only receive points one time per subscription irrespective of how many staff are invited in.
Trial organizations' do not count towards points. The subscriptions must be paying.
Points will be calculated based on active subscriptions used by a legal entity.
Point values per clients are described on the status levels page of www.incontrl.io.
To receive points for being "invited into" a client's active incontrl subscription, where the client is paying for the subscription, you must be actively serving clients (defined as having logged into the client's organization within the last 120 days).

Additional things to note

All incontrl Business Edition subscriptions that your business owns must be on one billing account. Partner Benefits including reduced pricing on incontrl Business Edition subscriptions for which you are the Subscriber (as defined in incontrl's Terms of Use) may be suspended until you consolidate your billing accounts or transfer billing to your clients.
Only staff members that are actively serving clients (defined as having logged into client organizations in the last 60 days) will count towards your incontrl certification requirements.
You and your staff must be listed as a Practice Staff member in incontrl HQ for incontrl certifications to be recognized.
This points programme may be superseded by incontrl at any time effective upon the online posting of modified points scheme.