Partner conditions

vPlan is the owner and operator of vPlan, a unique planning system (the 'vPlan Service'). The Partner wishes to promote, sell, support and advertise the vPlan Service to and on potential customers of vPlan ('Referrals') through its websites and other marketing channels, in accordance with the vPlan Partner Program ('Program') described in this Agreement. This Partner Agreement is entered into by vPlan and Partner. The agreement becomes binding as soon as Partner is confirmed through the manner in which vPlan provides that agreement (the effective date).

Plan and Partner (collectively referred to as 'Parties', each individually referred to as 'Party') agree as follows:

Article 1. License

1.1. vPlan hereby grants Partner the non-exclusive right and license to demonstrate, sell, implement vPlan to Referrals ('License'). Subscriptions that referrals purchase are between vPlan and the customer. The subscriptions contain license terms and conditions as stated on the vPlan website. vPlan hereby grants Partner the non-exclusive right to use vPlan's brand, design, logo or domain name, as provided by vPlan, provided that Partner has prior written permission from vPlan. Partner will make a commercial commitment to actively sell and promote vPlan.

1.2. vPlan hereby grants Partner the non-exclusive right to use and display the trademarks of vPlan Trademarks, but only in connection with the marketing, distribution and support of the vPlan Service covered by this Agreement. The use of vPlan Trademarks must be in accordance with the vPlan guidelines, as stated on the vPlan website. Partner may not use or register any trademark, design, logo or domain name of vPlan or a corresponding name or sign, in any jurisdiction whatsoever, anywhere in the world. Any use of the trademarks and other intellectual property of vPlan and any goodwill arising from such use shall benefit vPlan. Partner may not change, remove or make unrecognisable any of vPlan's trademarks, designs, logos or domain names. vPlan reserves all rights in the vPlan Trademarks.

1.3. Partner authorises vPlan to use its name and pre-approved Partner trademarks solely for the purpose of the nature of the relationship with Partner envisaged in this Agreement. Partner reserves all rights in and to such name and trademarks, which must be used in accordance with Partner's trademark guidelines.

1.4. 1.4. vPlan hereby grants Partner the non-exclusive right to use and display vPlan's copyrighted materials (including software and printed materials included with the vPlan Service) solely in connection with the marketing, distribution and support of the Products under this Agreement. vPlan reserves all rights in the materials.

Article 2. Commencement, duration and termination

2.1. The agreement will enter into force at the time when Partner confirms these terms and conditions in the manner in which vPlan provides this agreement.

2.2. The agreement is entered into for a period of one (1) year, unless otherwise agreed in writing. At the end of this term, the agreement is tacitly renewed for a consecutive period of one (1) year.

2.3. The agreement can be terminated by either party by means of cancellation, with a notice period of one (1) month, calculated from the moment of cancellation. The notice of termination must be given in writing and by registered letter with acknowledgement of receipt. Termination with due observance of this article shall not give rise to any compensation on either side, including compensation for promotional or sales efforts made, as well as lost turnover.

Article 3. Requirements

3.1. The requirements to be met by Partner are described in the Programme. The Programme can be found on the website of vPlan

3.2. When selling vPlan, Partner must comply with the pricing policy indicated by vPlan (www.vplan.com/pricing), the conditions to be applied (www.vplan.com/terms) and other points included in this agreement.

3.3. Partner must refer the referral by online form ('Referral Form') to vPlan. The Referral Form must be completed in full in accordance with vPlan.

3.4. vPlan uses the Referral Form to determine whether the refferal is a Qualified Referral. Confirmation of a Qualified Referral will be sent by vPlan to Partner.

3.5. A registered Qualified Referral is valid for 6 months. If the referral has not become a customer of vPlan within 6 months after registering, the qualification expires.

3.6. If vPlan refuses to confirm a Referral made by Partner, vPlan is obliged to report directly to Partner, without giving any reason.

3.7. If Partner does not comply with the requirements as set out in the Programme, vPlan has the right, after one (1) registered written warning, to terminate the Agreement with immediate effect. Partner has thirty (30) days after the registered notice to comply with the requirements.

3.8. vPlan undertakes towards Partner, if at any time vPlan expands or changes its range of products, to grant Partner representation (in consultation and agreed in writing) for the new products as well.

Article 4. Compensation

4.1. During the term of the agreement, Partner will receive a fee ('Fee') on the turnover of the sales, which have been made through the intervention of Partner, in accordance with the Programme.

4.2. When vPlan sells vPlan consultancy to Partner, vPlan is also entitled to a one-time fee from the turnover, in accordance with the Programme.

4.3. The partner is not entitled to a fee:

1. over customer subscriptions to the vPlan Service that have not been paid due to non-payment;
2. if customer subscriptions to the vPlan Service have been cancelled;
3. if vPlan is no longer able to provide the vPlan Service due to force majeure;
4. if Partner has not complied with the requirements in accordance with the Programme (Article 3.1.);

4.4. The fee will be paid by vPlan into a bank account announced by Partner. Payment of the commission will take place within 60 days after the customer has fulfilled his obligations to vPlan.

4.5. If it appears that an obligation of a customer should be credited. Will the unjustified fee received by the Partner be refunded or settled

4.6. vPlan is obliged to grant Partner or an authorised representative full access to the books and documents that are necessary to check and determine the fee agreed between the parties. Such information shall always be provided by vPlan's (register) accountant. Any related costs will be for the account of the Partner.

Article 5. Support and information

5.1. vPlan shall provide Partner free of charge with sales support information ('vPlan Saleskit') relating to vPlan.

5.2. Partner is not permitted to modify, remove or obscure any part of the vPlan Saleskit.

5.3. For the duration of the agreement, the Partner is entitled to support for the use and functionality of the vPlan Service. Only Partner or one of its employees may request support, which includes the right to consult documentation and to submit questions to vPlan, in the manner offered by vPlan to Partner via the website.

5.4. If you send information to vPlan, such as feedback about an error or a suggestion for improvement, you give it an unlimited and perpetual right to use this information for the vPlan Service. This does not apply to information that you explicitly mark as confidential.

Article 6. Liability

6.1. Except in the case of intent or gross negligence on the part of vPlan or its managerial subordinates, the liability of vPlan is limited to the amount that Partner has been compensated for in the three months prior to the time of the event causing the damage.

6.2. vPlan is explicitly not liable for indirect damage, consequential damage, loss of profit, lost savings and damage due to business interruption.

6.3. vPlan is never liable for any damage of any kind suffered by Partner:

1. related to the temporary unavailability, inaccuracy or unavailability of the vPlan Service;
2. in connection with the (non-functioning) of software of Partner or of third parties (including Third Party Components and Third Party Services), of the equipment of Partner, vPlan or third parties, or of internet connections of Partner, vPlan or third parties;
3. in connection with the incorrect, incomplete or untimely transmission or receipt of Partner data or other data placed with vPlan via the vPlan Service. Partner acknowledges and accepts that the vPlan Service can never be perfect or 100% free of imperfections and that not all imperfections can or will be corrected.

6.4. The condition for any right to compensation is that you report the damage to vPlan in writing no later than three months after its discovery.

6.5. Partner authorises vPlan to accept general terms and conditions of third parties, even if these contain a limitation of liability. vPlan will under no circumstances be liable for errors made by third parties, even if these errors are the result of intent or deliberate recklessness on the part of these third parties.

6.6. In the event of force majeure, vPlan will never be obliged to compensate Partner for any damage incurred as a result. Force majeure includes disruptions or failures of the internet or telecommunications infrastructure, power failures, internal unrest, mobilisation, war, obstruction of transport, strikes, lock-outs, industrial disturbances, stagnation in supply, fire and flooding.

6.7. Throughout the duration of the force majeure situation, vPlan has the right to suspend the fulfilment of its obligations. If this period lasts longer than three months, vPlan is entitled to terminate the agreement with immediate effect by giving notice to and without obligation to pay any damages or compensation to Partner.

Article 7. Amendments to the terms and conditions

7.1. vPlan may amend these conditions as well as the requirements in the Programme.

7.2. vPlan will announce the changes or additions at least thirty days before they come into effect, so that Partner can take note of them.

7.3. If Partner does not wish to accept a change or addition, Partner may terminate the agreement until the date of its entry into force. Use of the service after the date of entry into force constitutes acceptance of the amended or supplemented terms and conditions.

Article 8. Other provisions

8.1. This agreement is legally governed by Dutch law.

8.2. Insofar as the rules of mandatory law do not prescribe otherwise, all disputes in connection with vPlan will be submitted to the competent Dutch court for the district in which vPlan has its registered office.

8.3. If a provision in these Terms of Use requires that a notification must be made 'in writing', this is also the case if the notification is made by e-mail or communication via the vPlan Service, provided that it has been sufficiently established that the message actually originates from the alleged sender and that the integrity of the message has not been compromised.

8.4. If any provision in these terms of use proves to be invalid, this does not affect the validity of the entire terms of use. In this case, the parties will adopt (a) new provision(s) as a replacement, which will give shape to the intention of the original provision as much as is legally possible.

8.5. vPlan is entitled to transfer its rights and obligations under the agreement to a third party who takes over vPlan or the relevant business activity from it.

Version October 2017