Terms and Conditions for Resellers

Published: 2019-10-07 (see previous versions)

General

  1. CodeTwo sp. z o.o. sp. k. (“CodeTwo” or simply we) is a limited partnership established under the laws of the Republic of Poland. Our EU VAT ID number is PL6112622141. We are entered into the register of entrepreneurs under KRS number 438398 and our registration records are kept by the District Court for Wrocław-Fabryczna in Wrocław, Poland. You can find our full contact details here.
  2. These Terms and Conditions for Resellers (“Terms for Resellers”) describe how you can become CodeTwo’s reseller (“Reseller” or simply you) and regulate what are your rights and obligations once you become one. When you become our Reseller, you will be granted a non-exclusive and non-assignable right to sell our Software to your clients or partners. Your clients are end users who purchase our Software from you.
  3. All capitalized expressions, unless defined in this document, should have the meaning given to them in CodeTwo’s Terms and Conditions of Sales and Services.

Registration as a Reseller

  1. If you want to become our Reseller, you must first apply using a registration form which is available here or contact our Channel Partner Specialists using email or telephone.
  2. If you apply using our registration form, we will process your application within 7 working days. If you apply by contacting our Channel Partner Specialists, we will process your application within an individually set period.
  3. We will accept your application to become a Reseller only if:
    1. your company is registered in accordance with the laws of the country of its incorporation and has a valid and active tax identification number;
    2. you have provided us with correct and true information about your company in the registration form;
    3. you have provided us a valid contact email address from a domain registered for your company;
    4. you deal professionally with selling software;
    5. you agree to observe these Terms for Resellers.
  4. We reserve the right to reject your application in case:
    1. you provide us with false or incorrect information about your company;
    2. you will not be able to satisfactorily remediate any issues or doubts relating to reliability of information that you provided in the registration form that were raised by us;
    3. you are or represent our competitor or anyone related to them.
  5. Once your application is processed, you will receive an email notification to the email address provided in the registration form.

Reseller’s Benefits

  1. The benefits that you receive as a Reseller are associated with your status. Your status depends on your overall sales turnover realized on our Software. There are 4 types of statuses: New, Standard, Gold and Platinum.
  2. Once you become our Reseller, you will be able to purchase our Software with discounts. The amount of available discount depends on your status.
  3. You can obtain a detailed list of benefits and discounts associated with your reseller status by contacting our Channel Partner Specialists.
  4. In some cases, you may receive a dedicated Channel Partner Specialist who will act as your main contact point in CodeTwo. The dedicated Channel Partner Specialist will help you solve any problems that you may encounter and will keep you informed about the latest developments in our Reseller Program.
  5. Regardless of your status, once your application to become our Reseller is accepted, you will get access to a dedicated website for resellers (“CodeTwo Reseller Panel”). You can use CodeTwo Reseller Panel to:
    1. order Software and Support Contracts in prices adjusted to your discount levels;
    2. manage your clients’ licenses and subscriptions;
    3. get access to Software documentation and marketing materials such as brochures, videos, case studies, creatives, data sheets, custom email signatures and WWW badges;
    4. submit feature requests and get access to the newest information about CodeTwo.
  6. You must not give access to your account in CodeTwo Reseller Panel to anyone unauthorized in your company and anyone outside of your company.
  7. You may not use any of the materials available to you through CodeTwo Reseller Panel for purposes other than selling our Software.
  8. Depending on your status as a Reseller, you may also be granted NFR (Not For Resale) Product License Keys which will allow you to use some of the types of our Software for demonstration and for in-house purposes. These NFR Product License Keys:
    1. will be granted by your Channel Partner Specialist (Key Account Specialist);
    2. will be granted only once, except for licenses for Software with time limited license term (Subscription), which may be renewed only if you have an active Reseller status;
    3. are not intended for resale.
  9. You may not be entitled to new or additional license keys, or to renewals of Subscriptions if you make use of NFR Product License Keys which were made available to you through our CodeTwo Reseller Panel. Detailed licensing conditions are described in CodeTwo’s Terms of Sales and Services and in End User License Agreement (EULA). You may view a list of Software currently available to you through CodeTwo Reseller Panel.

Reseller’s Obligations

  1. As our Reseller, you will:
    1. immediately inform us if any information about your company provided in the registration form changes;
    2. apply good commercial practices and act ethically on the market to promote our Software;
    3. display information about our Software, including a direct link to our website, on your website in the same manner as information about other goods that you sell;
    4. use reasonable efforts to market, advertise, and otherwise promote and sell our Software;
    5. sell at least one license for our Software in each calendar quarter to maintain your Reseller status and benefits;
    6. employ properly skilled, trained and educated technical and sales personnel whose number will be appropriate to the scale of transactions involving our Software that you make;
    7. demonstrate our Software to interested clients and instruct your clients on how to use our Software;
    8. make sure that your clients are properly informed about all their rights and obligations arising out of CodeTwo’s Terms and Conditions of Sales and Services and End User License Agreement (EULA). You should make these documents available to your client prior to making a purchase;
    9. hold us free and harmless from any and all claims, damages, and expenses of every kind or nature arising from your acts or acts of your affiliates, subsidiaries, employees, agents, coworkers and other entities acting on your behalf.
  2. As our Reseller, you must not:
    1. transfer or assign any part of your obligations arising out of these Terms for Resellers to any third party without our prior, written consent;
    2. create, attempt, aid or permit others to create by reverse engineering, disassembly, decompilation or otherwise, the internal structure, the source code, design, or organization of our Software;
    3. copy, modify, translate, or create derivative works of our Software;
    4. negotiate, conclude or execute any contract or legal document with any third person in the name of CodeTwo;
    5. assume, create, or incur any liability of any kind, express or implied, against or in the name of CodeTwo.
  3. In case any client which has previously purchased our Software through our Reseller decides to contact us directly with a request to provide them with contact data of another Reseller active in the given region, we reserve the right to do so. It is also a right of our customers to freely choose how and from whom they want to purchase our Software.
  4. We reserve the right to withhold or cancel any of the discounts associated with your Reseller status in case you breach any of the obligations described in points 18 and 19.

Purchasing Software and Support Contracts

  1. CodeTwo’s Terms and Conditions of Sales and Services apply to purchasing Software and Support Contracts.
  2. In case of Support Contracts, we will provide services under Support Contracts both to you and your client.

Intellectual property

  1. Once you become our Reseller, we will grant you a non-transferable, non-exclusive, non-sublicensable, and royalty-free license to:
    1. reproduce or transmit documentation and marketing materials available in CodeTwo Reseller Panel (“Materials”) to the extent necessary for marketing, selling, and distribution of our Software, excluding the right to reproduce or transmit the Materials using your website;
    2. reproduce and transmit any user manuals and other technical documentation (“Documentation”) prepared for customers in connection with our Software and available in CodeTwo Reseller Panel, excluding the right to reproduce or transmit the Documentation using your website;
    3. use CodeTwo’s name, trademarks, logos, and other identifying information on marketing materials which you create in connection with our Software subject to our approval of such materials.
  2. These Terms for Resellers do not grant you or imply any licenses or other intellectual property rights to CodeTwo’s intellectual property.

Personal data

  1. We will process your personal data provided to us in the registration form in accordance with our Privacy Policy.
  2. You hereby agree that we may forward your company contact data to any potential customer from the country of your company’s incorporation that approaches us and wishes to purchase our Software via one of our Resellers.
  3. You are the controller of personal data of your clients. You are solely responsible for compliance with applicable personal data protection legislation that may apply in the country of your or your client’s place of incorporation.
  4. If you decide to place an order with us and to give us your clients’ personal data, we will be an independent controller of such data. We will process such data in order to issue a license for our Software and in order to provide services under Support Contracts. This does not affect your rights and duties described in point 28 above.

Compliance clause

  1. You acknowledge that CodeTwo, as an entity that engages in business activities with regards to ethical and legal standards, has implemented policies and other internal organizational solutions aimed at preventing unethical and unlawful activities of its business partners, subcontractors and employees. As our Reseller, you are obliged to acquaint yourself with the CodeTwo’s policies and informative materials that deal with these specific issues, and to comply with their provisions at least to the same level as CodeTwo when acting under these Terms for Resellers. CodeTwo has made the relevant documents available for you to read here.
  2. You hereby explicitly reject any criminal behavior and regard it as unacceptable and inconsistent with the nature of these Terms for Resellers. You acknowledge that CodeTwo has the right to terminate these Terms for Resellers (and our relationship) without notice if there are reasonable doubts as to whether you comply with the provisions of this paragraph.

Miscellaneous

  1. The provisions of CodeTwo’s Terms and Conditions of Sales and Services apply to all matters which are not regulated in this document. In case of any discrepancies between these Terms for Resellers and CodeTwo’s Terms and Conditions of Sales and Services, these Terms for Resellers should prevail.
  2. These Terms for Resellers should be interpreted and construed in accordance with the laws of the Republic of Poland (in the European Union), without regard to conflict law principles. All disputes arising out of these Terms should be brought before the competent courts of the Republic of Poland.

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