Last updated: 11.01.2023
Schedule 1: Supplier's Products
Schedule 2: Commercial Terms for Reseller
means an additional document not included in the main part of this Agreement with additional terms or other changes.
means any entity belonging to the same company group as either of the signing Parties hereto – i.e., as applicable, (i) any directly or indirectly owned subsidiary of either of the signing Parties hereto; (ii) any parent company, directly or indirectly owning either of the signing Parties hereto; (iii) any “brother-sister” entities, i.e. being directly or indirectly owned by the same parent company as either of the signing Parties hereto; and/or (iv) any “brother-sister” entities to any parent com-pany, directly or indirectly owning either of the signing Parties hereto; in all of the aforesaid cases the ownership share shall exceed fifty (50) percent of the issued share capital and/or votes.
means this partner agreement.
means the professional services, maintenance and support services and any other services that may be provided by Arkyn to the Partner and/or End Customer with respect to the Products.
means any and all information that is disclosed by one Party to the other Party and that relates to a Party’s business or the Parties business relationship hereunder, including, but not limited to, information concerning finances, Products, Services, customers and suppliers.
means the agreement between Arkyn and Partner in relation to a specific agree-ment between Partner and an End Customer.
means all documents, records, written material, and other copies whether in physical or electronic form, specifications, and technical manuals documenting the Services and/or Products or any deliverables prepared or delivered in the course of or related to the Services and/or Products.
means final customer in the Territory that acquires (a) Products and/or Arkyn Ser-vices for internal use and not for resale, sublicense, remarketing or distribution and has agreed to pay (or has paid) for such Products; (b) has accepted all ap-plicable General License Terms; and (c) is not affiliated with Partner or any re-seller.
“General License Terms”
means any Arkyn written or electronic license agreements and/or service terms and conditions, as applicable, governing an End Customer’s use of the Products and/or Services to which the End Customer must explicitly agree prior to and as a condition of access to and use of such software or service, including https://www.arkyn.io/terms-conditions/
means the IT consultancy appointed to execute the SAP integration of Arkyn’s Products and implement the solution at the customer’s side.
“Intellectual Property Rights”
means copyrights and related rights, patents, utility models, trademarks, service marks, trade names, topography rights, de-sign rights, and rights in databases, domain names, rights in know-how, trade secrets, and all applications or pending applications for such in all cases whether or not registerable in any country and all rights and forms of protection of a similar nature or having equivalent or similar effect anywhere in the world.
“Partner / Referral Partner”
means the "YOU" the partner accepting to be part of Arkyn's referral partner program under the terms described in this agreement.
means partner relation management platform. On acceptance of these terms the partner will an account from where Qualified Leads can be submitted.
means all software, and/or related Products as specified in Schedule 1.
means the entity(ies) located in the Territory that purchase Products and/or Arkyn Services and resell the same to End Customers.
is a supplementary document attached to this Agreement with additional infor-mation necessary for the Parties to understand and/or comply with the obligations in relation to the Agreement.
means all services performed by Arkyn for Partner and/or its End Customers, including Arkyn Services.
means the machine-readable object code version of the software identified in Schedule 1. Notwithstanding anything stated or suggested to the contrary hereun-der, the Software itself is not sold and Partner is only granted a right to sell li-censes to the Software subject to the terms and conditions of the Agreement.
“Supplier / Arkyn”
means Arkyn managing this referral program.
- This Agreement sets out the terms and conditions for which Supplier's Products and Services will be add-ed to Partner's line of products offered to Partner’s customers.
- Supplier has appointed Partner Referral Partner.
- This Agreement includes Supplier's Products, as expressly detailed in Schedule 1 to this Agreement. Partner may choose to limit the range to specifically chosen Products.
- Supplier’s “Software As A Service Terms and Conditions” is detailed at https://www.arkyn.io/terms-conditions/
- This Agreement is of a non-exclusive nature, meaning that Supplier may, at its sole discretion, enter into further partner agreements inside and outside the Territory.
- In the event of conflict or inconsistency between this Agreement and any Addendum, the Addendum shall prevail. However, in case of special terms made in relation to a specific Customer Agreement, as agreed between the Parties, such special terms shall be made as a Schedule and shall always prevail.
- Amendments to the Agreement must be in writing and signed by authorized signatories of both Parties to be valid.
- NON-EXCLUSIVE APPOINTMENT
- Subject to this Agreement Supplier appoints Partner and its Affiliates, and Partner accepts such appoint-ment, to act as a non-exclusive distributor of the Products and Arkyn Services in the Territory, and as such Partner is granted the non-exclusive, non-transferable right to procure the Products and Arkyn Services and market, sell and distribute such Products and/or Arkyn Services to potential customers located in the Territory and – subject to Supplier’s prior individual written approval – to Re-sellers, distributors and other solution providers. In its discretion Supplier may sell the Products and Arkyn Services in the Territory through any method and to any person or entity, including to other solution providers, distributors, Resellers and End Customers.
- SUPPLIER’S OBLIGATIONS
- Subject to Partners compliance with the terms herein, Supplier will support Partner as follows:
- Supplier will supply Products and Arkyn Services to Partner on a reasonably timely and non-discriminatory basis.
- Supplier must provide a high level of product knowledge and be able to advise the Partner in the solution, design and configuration.
- Supplier will provide a Partner Relation Management Platform (PRM) that will give the partner transparency on the progress of the Qualified Leads submitted and accepted. And it will give the partner an overview of earned commissions. Through the PRM, the Supplier will also share relevant content such as product videos, demos, sales decks, marketing assets and more.
- TERM OF THE AGREEMENT
- This Agreement shall enter into force on the Effective Date and shall stay in force for at least a period of three (3) years (“Initial Period”). After the Initial Period, this Agreement must stay in force until terminated by written notice.
- TERMINATION OF THE AGREEMENT
- The Parties shall have the right to terminate this Agreement for convenience upon giving the other Party a ninety (90) days written notice, however subject to the Initial Period.
- In the event of material breach, the non-breaching Party can terminate the Agreement with immediate effect.
- Upon termination of the Agreement for convenience, all Customer Agreements in effect or entered into dur-ing the notice period shall continue in effect unchanged as if there had been no termination of the Agreement. This shall be upheld until the Customer Agreement expire as set out in the relevant Customer Agreement or is terminated in accordance with its terms.
- The general principles of Danish law determine whether a defect is deemed to exist.
- Upon notice from the Partner, its customers or upon becoming aware of a defect (or a potential defect), the Supplier shall forthwith initiate remediation, including redelivery, if applicable, (in Danish: afhjælpning, eft-erlevering og/eller omlevering) of such defect. The remedial work must result in a final resolution of the de-fect.
- In the event of a defect, the Supplier or the Supplier’s System Integrator shall respond to such failure in accordance with the principle of “fix first, settle later” understanding that the primary aim shall be to resolve such defect as quickly as possible. Accordingly, the Supplier shall not refuse to remediate a defect or oth-erwise delay or suspend its remediation efforts for any reason, including if the Supplier does not consider itself obliged to carry out such remediation.
- If the reported incident is not a defect, the Supplier is entitled to invoice the Partner all hours spent handling the support request.
- The Supplier’s or System Integrator’s hourly standard rate for handling support requests is EUR 170 unless otherwise agreed. As an alternative a fixed monthly support agreement can be offered.
- INTELLECTUAL PROPERTY RIGHTS
- All rights, title and interest in and to the Products, including without limitation Intellectual Property Rights and rights to any derivative works, will belong to Supplier or its licensors/suppliers. Except as expressly granted pursuant to this Agreement, all rights are reserved to Supplier and its licensors.
- All trademarks placed on the Products are and shall stay with the respective third party or the relevant Party that holds the rights and property. Use of these Trademarks requires prior permission from the respective rights holders. Use and deliveries of the Products is also regulated by Suppliers General License Terms.
- Any use of Products or Services by the Partner shall respect the Intellectual Property Rights of the owners concerned (copyright, etc.), and the Supplier shall not be liable in any way for acts by the Partner contrary to such rights.
- WARRANTY AND DISCLAIMER
- All Products and Arkyn Services are offered and sold to End Customer pursuant to Supplier’s General License Terms in effect at the time of sale or license unless otherwise stated.
- Except as may otherwise be expressly provided in this Agreement, the Supplier does not make and disclaims all representations, warranties and conditions, whether express, implied, statutory or otherwise, including any warranty of satisfactory quality, merchantability, fitness for a particular purpose, title or non-infringement.
- LIMITATION OF LIABILITY
- In no event will either Party or their respective representatives be liable for any consequential or indirect damages. Furthermore, in no event will either Party or their respective representative’s aggregate liability arising out of or related to this Agreement, exceed the total amounts paid and/or owed to Supplier under this Agreement for the Product or Service giving rise to the claim.
- The limitation in Clause 9.1 will not apply to claims arising from:
- i) A Party’s confidentiality obligations hereunder,
- ii) Partner’s breach of the license terms hereunder,
- iii) Partner’s liability for infringement or misappropriation of Supplier’s Intellectual Property Rights or
- iv) Partner’s payment obligations hereunder.
- The receiving Party shall keep in confidence and observe strict confidentiality with respect to all Confidential Information obtained from or relating to the disclosing Party and shall not disclose or otherwise make available such Confidential Information, whether in whole or in part, to any third party without the prior written approval by the disclosing Party.
- Confidential Information shall not include information which (i) is in or comes into the public domain without breach of this Agreement by the receiving Party; (ii) was in the possession of the receiving Party prior to receipt from the disclosing Party and was not acquired by the receiving Party from the disclosing Party un-der an obligation of confidentiality or non-use; (iii) is acquired by the receiving Party from a third party not under an obligation of confidentiality or non-use to the disclosing Party; or (iv) is independently developed by the receiving Party without use of any Confidential Information of the disclosing Party.
- FORCE MAJEURE
- Pursuant to the terms of this Agreement, neither of the Parties shall be considered in breach or liable to pay compensation to the other Party if the responsibility is due to conditions outside the Party’s control, and which the Party could not have taken into consideration when the agreement was concluded, and could not have avoided or overcome (“Force Majeure event”).
- The Partner has the right to terminate the Agreement when the duration of the Force Majeure event is long-er than thirty (30) calendar days. If any Force Majeure event has prevented or is reasonably expected to substantially prevent the provision of the delivery for a period of more than thirty (30) calendar days the Partner may also fully or partly terminate any or all affected POs.
- APPLICABLE LAW AND DISPUTE RESOLUTION
- Any dispute between the Partner and the Supplier, including the validity, drafting, and completion of the Agreement, and the Parties’ rights and obligations in accordance with this, shall be settled in accordance with Danish law, disregarding any international private law insofar that it would lead to the application of any other governing law than Danish.
- In the daily collaboration, the Parties shall seek to resolve differences amicably at the earliest stage possible.
- Any dispute must be solved by arbitration before “The Danish Institute of Arbitration” in Copenhagen, Den-mark, by three arbitrators in accordance with the applicable rules of the institution. The Danish language shall be applied in the arbitration.
Arkyn FastApps Suite is a range iOS Apps for mobilizing core SAP processes on your Apple device. The FastApps bringing aesthetics and simplicity to enterprise user and help ERP customers reap the spoils of incredible efficiency gains.
The Suite consists of the following Apps plus platform:
FastAssets: FastAssets lets you browse SAP functional location & equipment structures giving you immediately access information such as equipment classifications, location data and more.
FastWork: SAP PM / CS order processing. View & Report on SAP work orders & notifications, fully offline enabled. Smooth & effortless data entry. Enter time & materials consumption, update order status and submit reports of performed work. No more tabbing through endless tabs to make a simple notification on your asset. Simple, efficient, user-oriented, and fast creation of notifications, including attachments/images, cause/error codes and more.
FastForms: Mobilize ERP-backed paper processes and eliminate paper forms for field workers using SAP.
Inspections, safety forms, regional requirements and other manual data entry can now be fully digitised and seamlessly integrated in SAP order processing, such as maintenance, sales or production orders.
FastTime: Top-of-the-line user experience for manually entering time data no matter if it is on WBS, Orders or Cost cen-ter. Use your own or work calendar data to create entries effortlessly in SAP CATS. Helpful and intelligent as-sistance in ensuring timely entries of timesheets, easing the administrative burden of reminding employees to do their timesheets.
FastCloud: Fully hosted cloud platform, based on SAP SCP & MongoDB Atlas, with a real-time, event-based bi-directional integration mechanism to backend SAP ERP.
License for SAP Core backend usage is NOT included in the Fast Apps suite and Arkyn is not responsible for providing such license or the cost hereof.
COMMERCIAL TERMS FOR THE REFERRAL PARTNERSHIP
- In addition to the definitions already listed, the following definitions shall apply in respect of this Schedule 2:
“Qualified Lead” means a customer lead generated by Referral Partner that is a new account or opportunity that the Supplier is not pursuing at that time.
“Total Contract License Value” means the total value of the license payment that End Customer legally commits to pay for the Products and Services during the term of the agreement with the End Customer, exclusive of any payments for additional services charged to the End Customer such as implementation etc.
- COMMISSION FOR QUALIFIED LEADS
- Qualified Leads
- Referral Partner may submit to Supplier the Qualified Lead Registration in the format set out below under Clause 3 of this Schedule 2 with respect to any new opportunity for Arkyn Products or Services. Supplier shall notify Referral Partner through the Suppliers RPM platform within ten (10) days of receipt of such Qualified Lead Registration as to whether the Qualified Lead has been accepted or rejected by Supplier. If Supplier rejects a Qualified Lead, it will provide Referral Partner with a reason for such rejection. Any Qual-ified Lead shall be deemed to be registered upon Supplier’s notification of acceptance of such Qualified Lead.
- Commission for Qualified Leads
- The Supplier shall pay commission to Referral Partner for its sale of Arkyn Products and Services to a Qualified Lead in accordance with the provisions of Clause 4 of this Schedule 2 (“Referral Commission”), as a result of a Qualified Lead generated by the Referral Partner (the “Qualified Fees”); provided such End Customer executes a license agreement with the Supplier that is consistent with the Supplier’s standard terms and conditions within Twelve (12) months (or such other period as mutually agreed in writing) of the Referral Partner registering the respective Qualified Lead. All proposed agreements with a Qualified Lead for Arkyn Products and Services are subject to rejection by the Supplier, in its sole discretion, without any liability to the Referral Partner.
- The Supplier shall pay a Referral Commission for Arkyn Products and Services to Referral Partner in ac-cordance with the provisions of Clause 4 of this Schedule 2 (“Referral Commission”) for the net license fees generated by the renewal of an End Customer contract that was produced by a Qualified Lead.
- Referral Partner is deemed to have earned a Referral Commission on the date the Supplier receives pay-ment of the Qualified Fees, and such Referral Commissions are payable to Referral Partner within forty-five (45) days following the Supplier’s receipt of the respective Qualified Fees from the respective End Custom-ers.
- QUALIFIED LEAD REGISTRATION
- The Referral Partner shall as a minimum submit the following information to Supplier through the Suppliers PRM Platform only:
- End Customer organization name
- End Customer contact information
- Brief of what has been discussed so far
- If available, number of potential end-users of the Arkyn products
- If available, products they are interested in.
- REFERRAL COMMISSION
- The Referral Commission is based of the Total Contract License Value for up to three (3) years.
- The Referral Commission shall correspond to the following levels:
- Bronze: 10% 0-€1m Total Contract License Value within three (3) years.
- Silver: 15% €1m-€3m Total Contract License Value within three (3) years.
- Gold: 17.5% €3m-€5m Total Contract License Value within three (3) years.
- Platinum: 20% €5m+ Total Contract License Value within three (3) years.
- If the initial term of the agreement with the End Customer exceeds 3 years, Referral Partner is entitled to a 5 % commission in respect of any subsequent part of the term of the agreement.
- For any extensions or renewals of agreements with the End Customers within the initial term, the Referral Partner is entitled to a commission based on the current commission level. After the initial term the com-mission will be 5%.
- PAYMENT AND INVOICING
- Commissions invoiced by Referral Partner to Supplier will happen in accordance with the End Customer PO.
- Commissions paid by Supplier to Referral Partner shall be in the same currency as the currency in which fees are billed to the customer.
- Payment term is net thirty (45) days from reception of correct invoice.
- Payment from an End Customer for the “Initial setup and configuration” shall not be subject to commission.
- RECOMMENDED END CUSTOMER PRICES
- Arkyn may update product prices giving no less than thirty (30) days’ notice. Please see this URL https://www.arkyn.io/pricing for an updated pricelist for Arkyn’s pricing.
- Arkyn is aiming for engagements with customers that can bring a €300,000+ Total Contract License Value after a pilot.