Partner Agreement

1. Purpose of the Agreement

The purpose of this Agreement is to govern the cooperation between OPaaS GmbH (hereinafter referred to as “OPaaS”) and the Partner in connection with the marketing and sale of the OPaaS Odoo Cloud Platform. No entry fee shall be payable. OPaaS hereby appoints the Partner as a non-exclusive partner for the promotion and sale of the OPaaS Odoo Cloud Platform services. The Partner undertakes to use all reasonable efforts to acquire new customers for the OPaaS Odoo Cloud Platform and to support such customers accordingly.

2. Term of the Agreement

This Agreement shall enter into force upon submission of the application (online or in writing) and shall be concluded for an indefinite period. Either party may terminate this Agreement at any time by giving thirty (30) days’ prior written notice. The right to terminate this Agreement for good cause, in particular in the event of breaches of duty, conduct damaging to reputation, or non-compliance with this Agreement, shall remain unaffected.

3. Services and Benefits of the Partnership

3.1 Visibility and Marketing

• OPaaS shall promote the Partner by listing it in the partner directory on www.opaas.cloud.

• The Partner shall receive a non-exclusive right to use the OPaaS partner logo and the designation “OPaaS Partner”, but only with the prior written approval of OPaaS.

• The Partner shall be granted access to official OPaaS marketing and sales materials.

3.2 Sales Commissions

• For each new customer referred by the partner, the partner, as a Business Class Partner, receives a one-time commission equal to twenty-five percent (25%) of the net order volume, capped at a maximum of one hundred fifty euros (150 €) per monthly subscription or one thousand five hundred euros (1,500 €) per annual subscription.

• If the partner achieves net revenue of at least ten thousand euros (€10,000) from the customers they refer within a calendar year, the partner will be promoted to First Class Partner status effective immediately. As a First Class Partner, the Partner will receive a one-time commission equal to fifty percent (50%) of the net order volume for new customers referred on or after July 1, 2026, capped at a maximum of one hundred fifty euros (€150) per monthly subscription or one thousand five hundred euros (€1,500) per annual subscription.

• The commission is paid exclusively for the first contract concluded with a new customer.

• There is no entitlement to commission for contract renewals, extensions, upgrades, or additional contracts concluded with the same customer.

• OPaaS prepares a monthly statement of accrued commissions and initiates an internal purchase order with the partner for this purpose, after which the partner issues a corresponding invoice to OPaaS.

• The commission is only due once the referred customer has paid OPaaS the full amount owed under the respective initial contract. Until full payment is received, the commission remains deferred and is not due.

4. Obligations of the Partner

The Partner undertakes:

• to market the OPaaS Cloud professionally and in accordance with the specifications of OPaaS and to present it to customers as a prioritized option in the sales process;

• not to make any false or misleading statements to customers;

• to make clear at all times in its external communications that it itself is the contractual partner of the customers and does not act as a direct representative of OPaaS;

• to comply with all applicable legal provisions when marketing the services.

5. Liability and Indemnification

• Each party shall be liable only for proven direct damages. Such damages must be reported in writing without undue delay.

• OPaaS shall not be liable for claims arising from promises, misrepresentations, or unauthorized obligations made or assumed by the Partner.

• Neither party shall be liable for indirect or consequential damages, in particular not for lost profits, loss of data, or business interruption.

• These provisions shall continue to apply after termination of this Agreement.

• In addition, the OPaaS General Terms and Conditions shall apply.

6. Use of the Brand

• All rights to the names, logos, and trademarks of OPaaS shall remain exclusively with OPaaS.

• The Partner may use the OPaaS partner logo or other distinctive signs only with the prior written consent of OPaaS and solely for approved marketing purposes.

• Any misuse of the OPaaS GmbH brand shall entitle OPaaS to terminate this Agreement with immediate effect.

7. Public Relations

The Partner grants OPaaS the right to use its name, logo, and trademarks in press releases, marketing and advertising materials, as well as in the official partner directory on www.opaas.cloud.

8. Non-Solicitation

Neither party may, without the prior written consent of the other party, solicit or employ employees of the other party during the term of this Agreement and for a period of twelve (12) months after its termination. In the event of a breach, a contractual penalty in the amount of thirty thousand euros (€30,000) shall be payable.

9. Independent Contracting Parties

The parties are and shall remain legally independent companies. This Agreement does not create a partnership, joint venture, agency, or fiduciary relationship. Neither party shall be liable for the acts or omissions of the other party.

10. Governing Law and Jurisdiction

This Agreement shall be governed by German law. The exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement shall be Olpe, Germany. Any amendments or supplements to this Agreement must be made in writing. Should any provision of this Agreement be or become invalid, the validity of the remaining provisions shall remain unaffected.