1. Purpose of the Agreement
The purpose of this agreement is to regulate the cooperation between OPaaS GmbH (hereinafter referred to as “OPaaS”) and the Partner in the context of marketing and distributing the OPaaS Cloud.
OPaaS appoints the Partner as a non-exclusive partner for the promotion and distribution of OPaaS Cloud services. OPaaS remains entitled to acquire its own customers at any time, as well as to appoint additional partners and conclude comparable or similar agreements with them.
In return, the Partner undertakes to give priority to the OPaaS Cloud in its consulting and sales activities and to offer OPaaS to its customers as the preferred hosting option.
In addition, the Partner undertakes to make every reasonable effort to acquire new customers for the OPaaS Cloud and to provide them with appropriate support during the term of the agreement.
2. Term and renewal
This agreement shall enter into force upon signature and shall be valid for a period of twelve (12) months (hereinafter referred to as the “term”).
The agreement shall automatically terminate at the end of the term unless it is renewed by a newly signed partner agreement. A renewal agreement must be submitted at least thirty (30) days prior to expiration.
OPaaS is entitled to terminate the contract at any time with thirty (30) days' written notice or to terminate it with immediate effect for good cause, in particular in the event of breaches of duty, reputation-damaging behavior, or non-compliance with this contract.
3. Benefits and advantages of the partnership
3.1 Visibility and marketing
- OPaaS promotes the partner by including them in the partner list at www.opaas.cloud.
- The partner receives a non-exclusive right to use the OPaaS partner logo and the designation “OPaaS Partner,” but only with the prior written consent of OPaaS.
- The partner receives access to official OPaaS marketing and sales materials.
3.2 Sales commissions
- For each new customer referred by the partner, the partner shall receive a one-time commission corresponding to fifty percent (50%) of the net order volume, limited by the applicable maximum amounts of the OPaaS partner program.
- The commission is paid exclusively for the initial conclusion of a contract with a new customer and covers OPaaS cloud hosting. All other services provided by OPaaS GmbH are excluded from commission.
- There is no commission entitlement for contract renewals, extensions, upgrades, or further contracts concluded with the same customer.
- The commission is limited to a maximum of two hundred euros (€200) per monthly subscription or one thousand nine hundred and twenty euros (€1.920) per annual subscription.
- OPaaS prepares a monthly statement of the commissions incurred and triggers an internal purchase order with the partner, whereupon the partner issues a corresponding invoice to OPaaS.
4. Obligations of the Partner
The Partner undertakes:
- to market the OPaaS Cloud in a professional manner, in accordance with OPaaS's specifications, and to present it as a priority option when selling to customers,
- not to make any false or misleading statements to customers,
- to always make it clear in its external communications that it is itself the contractual partner of the customers and does not act as a direct representative of OPaaS,
- to comply with all applicable legal regulations in its marketing activities.
5. Liability and Indemnification
- The parties shall each be liable exclusively for direct damages that are reported immediately in writing and can be proven.
- The liability of each party shall be limited to the total amount of fees paid by the partner to OPaaS in the last six (6) months prior to the event causing the damage.
- OPaaS assumes no liability for claims arising from promises, misrepresentations, or unauthorized commitments made by the partner.
- Neither party shall be liable for indirect or consequential damages, in particular for lost profits, data loss, or business interruptions.
- These provisions shall continue to apply even after termination of the contract.
6. Use of the brand
- All rights to OPaaS names, logos, and trademarks remain exclusively with OPaaS.
- The Partner may only use the OPaaS partner logo or other trademarks with the prior written consent of OPaaS and exclusively for approved marketing purposes.
- Any misuse of the OPaaS brand entitles OPaaS to terminate the contract immediately.
7. Public relations
The Partner grants OPaaS the right to use its name, logo, and trademarks in press releases, marketing and advertising materials, and on the official partner list atwww.opaas.cloud.
8. Non-solicitation clause
Neither party may 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 without the written consent of the other party. Any breach of this clause shall result in a contractual penalty of thirty thousand euros (€30.000).
9. Independent contracting parties
The parties are and remain legally independent companies. This contract does not establish a partnership, joint venture, agency, or fiduciary relationship. Neither party shall be liable for the actions or omissions of the other.
10. Applicable law and place of jurisdiction
This contract is governed by German law. The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Olpe, Germany.
Amendments or additions to this contract must be made in writing. Should any provision of this contract be or become invalid, the validity of the remaining provisions shall remain unaffected (severability clause).
