Partner Terms of Service

In the event of any conflict or inconsistency, the following order of precedence applies, from highest to lowest: (a) the signed Channel Partner Agreement or Order executed by Data & More and the Channel Partner; (b) the DPA; (c) this Partner Agreement; (d) the Customer ToS at dataandmore.com/en/tos as incorporated by reference; and (e) the Documentation. A signed Channel Partner Agreement takes precedence over this Partner Agreement only to the extent of an express and direct conflict, and only with respect to the specific terms in conflict; all other terms of this Partner Agreement remain in full force and effect.

1.1Appointment. Data & More appoints the Channel Partner on a non-exclusive basis to resell, distribute, support and/or refer the Solution in the territories or verticals specified in the Channel Partner Agreement. Appointment is conditioned on a separate Channel Partner Agreement executed by Data & More, and may be revoked or modified in accordance with this Partner Agreement.

1.2No Authority to Bind. Except as expressly permitted by the Channel Partner Agreement, the Channel Partner has no authority to commit Data & More to any obligation, make any warranty or representation on Data & More’s behalf, or modify the Customer ToS, the Documentation or the DPA.

1.3Use of Data & More Marks. The Channel Partner may use Data & More’s trade names, logos and marks (“D&M Marks”) solely to identify itself as an authorised Channel Partner and to market the Solution, consistent with any written brand or usage guidelines provided by Data & More. The Channel Partner shall not register or attempt to register any D&M Mark or any confusingly similar mark, domain name or social-media handle, and all goodwill arising from use of the D&M Marks inures to Data & More.

2.1Referral Partner. A Referral Partner introduces prospective customers to Data & More and receives a referral fee as specified in the Referral Agreement. Referral Partners do not enter into contracts on Data & More’s behalf, do not collect payment from end customers, and have no authority to make binding representations about the Solution. The end-customer contract is solely between Data & More and the end customer.

2.2Value-Added Reseller (VAR). A VAR purchases the Solution from Data & More and resells it, typically bundled with the VAR’s own professional services. VARs must execute a separate VAR Agreement. VARs are responsible for first-level support of their end customers (per Section 1.6 of the Customer ToS) and for ensuring those end customers comply with the Customer ToS.

2.3Distributor. A Distributor recruits and manages a network of sub-resellers within a defined territory. Distributors must ensure each sub-reseller complies with obligations equivalent to those in this Partner Agreement, and Data & More may require sub-resellers to execute a direct acknowledgment of this Partner Agreement and the Customer ToS.

3.1Flow-Down of Customer Terms. The Channel Partner shall (a) ensure that every end customer accepts the Customer ToS (or a form of it approved by Data & More) before accessing the Solution, and (b) ensure that every end customer executes a DPA with Data & More or a sub-processing arrangement approved by Data & More. The Channel Partner shall not modify, waive or supplement the Customer ToS without Data & More’s prior written consent.

3.2Accurate Representations. The Channel Partner shall present the Solution accurately and shall not make warranties, representations or commitments about the Solution beyond those in the Documentation and the Customer ToS. Marketing claims relating to the Solution shall be consistent with materials approved by Data & More.

3.3Compliance with Law. The Channel Partner shall comply with all applicable laws and regulations in connection with this Partner Agreement and the resale, distribution or referral of the Solution, including anti-bribery, anti-corruption, export-control and sanctions laws.

3.4No Bundling that Obscures D&M. The Channel Partner shall not bundle or combine the Solution with competing products in a manner that obscures Data & More’s brand or Intellectual Property, or that misrepresents the Solution as part of another product.

3.5Training and Capability. The Channel Partner shall maintain personnel adequately trained in the Solution and its use, sufficient to perform any first-level support obligations under Section 2.2 and to represent the Solution accurately. Data & More may make training and certification programs available; participation may be a condition of continued appointment.

4.1Partner Pricing. Channel Partners purchase access rights from Data & More at the partner pricing agreed in the Channel Partner Agreement or applicable Order. The Channel Partner is solely responsible for setting its own end-customer pricing, terms of payment and credit policies. Data & More is not a party to the payment arrangements between the Channel Partner and its end customers, and the Channel Partner bears the credit risk of its end customers.

4.2Invoices and Payment. Unless the Channel Partner Agreement states otherwise, fees are payable in advance and invoices are due within thirty (30) days of the invoice date. Amounts not paid when due accrue a late charge of one and one-half percent (1.5%) per month, or the maximum rate permitted by law if lower, from the due date until paid in full. The Channel Partner shall reimburse all reasonable costs of collection, including legal and collection-agency fees.

4.3Suspension for Non-Payment. Where a Channel Partner invoice remains more than thirty (30) days past due, Data & More may suspend the Channel Partner’s access to the Solution and the partner portal, and, on notice to the Channel Partner, suspend or terminate the affected end-customer access. Such suspensions do not constitute a breach of this Partner Agreement, and Data & More has no obligation to refund or credit fees during the suspension.

4.4Taxes. All fees are exclusive of Indirect Taxes, which are the Channel Partner’s responsibility, except for taxes based on Data & More’s net income. Where Data & More is required to collect Indirect Taxes, it will include them on its invoice and the Channel Partner will pay them in addition to the fees.

5.1Reasonable Efforts. The Channel Partner shall use reasonable efforts to ensure end customers comply with the use restrictions in Section 1.2 of the Customer ToS and shall promptly notify Data & More of any breach the Channel Partner becomes aware of.

5.2Data & More Enforcement Rights. Material breaches by an end customer that are not remedied after notice entitle Data & More to terminate that end customer’s access. Repeated or wilful breaches across the Channel Partner’s customer base entitle Data & More to review and, if appropriate, terminate or modify the Channel Partner’s appointment.

The Channel Partner may not sub-license, white-label or re-brand the Solution without Data & More’s prior written consent. Authorised white-label arrangements are subject to additional brand, technical and quality requirements agreed in writing, including obligations relating to support, security disclosures and incident reporting.

The Channel Partner shall not access, view or process end-customer data held in the Solution unless explicitly authorised in writing by the end customer. Each end customer’s data environment is logically isolated and the Channel Partner shall respect that isolation. Where the Channel Partner is permitted by the end customer to access Customer Data for support purposes, the Channel Partner shall do so solely on behalf of and on instruction from the end customer, and shall comply with Applicable Data Protection Laws.

8.1Confidential Information. All partner pricing, roadmap information, technical documentation marked as confidential, customer lists provided by Data & More, partner-portal content, and internal program materials shared by Data & More with the Channel Partner are Confidential Information. The Channel Partner shall use Data & More Confidential Information solely to perform under this Partner Agreement and shall protect it with at least the same degree of care it uses for its own confidential information of like nature, and in no event less than a reasonable degree of care.

8.2Non-Disclosure. The Channel Partner shall not disclose Data & More Confidential Information to end customers or third parties without Data & More’s prior written consent. Partner pricing is Confidential Information and shall not be communicated to end customers or other Channel Partners.

8.3Survival. The obligations in this Section 8 survive termination or expiration of this Partner Agreement for five (5) years, except that trade-secret obligations survive for as long as the information remains a trade secret.

Data & More may audit the Channel Partner’s compliance with this Partner Agreement, including verification that end customers have executed the Customer ToS and a DPA, on thirty (30) days’ written notice. Audits shall occur no more than once per calendar year (except where Data & More has reasonable cause to suspect material breach), shall be conducted during business hours, and shall minimise disruption to the Channel Partner’s business. Data & More bears its own audit costs unless the audit reveals material non-compliance, in which case the Channel Partner shall reimburse Data & More’s reasonable audit costs.

10.1By Channel Partner. The Channel Partner will defend Data & More, its Affiliates and their officers, directors, employees and agents against any third-party claim, and indemnify them for all damages, liabilities, fines, penalties, costs and reasonable legal fees, arising out of or relating to: (a) the Channel Partner’s misrepresentation of the Solution to an end customer; (b) the Channel Partner’s failure to ensure an end customer accepted the Customer ToS or executed a DPA; (c) the Channel Partner’s own negligence or wilful misconduct; (d) the Channel Partner’s breach of this Partner Agreement or the Channel Partner Agreement; or (e) any product or service the Channel Partner provides alongside the Solution, including bundled professional services and additional offerings.

10.2Process. The indemnification obligations are conditioned on the indemnified Party: (a) promptly notifying the indemnifying Party in writing of the claim; (b) giving the indemnifying Party sole control of the defence and settlement (provided that no settlement imposing liability or admission on the indemnified Party may be made without its consent, not to be unreasonably withheld); and (c) providing reasonable cooperation at the indemnifying Party’s expense.

11.1Mutual Compliance Warranty. Each Party warrants that it will comply with all laws and regulations applicable to its performance under this Partner Agreement, including anti-bribery, anti-corruption, export-control and sanctions laws.

11.2Customer-Facing Warranties Flow Through. The limited warranties given by Data & More to end customers under the Customer ToS apply to the end customers directly. This Partner Agreement does not create or extend any additional warranty in favour of the Channel Partner.

11.3Disclaimer. Except for the express warranties in this Partner Agreement, and to the maximum extent permitted by applicable law, the Solution and all related services are provided to the Channel Partner “as is”, and Data & More (on behalf of itself, its Affiliates, licensors and contributors to Third-Party Materials) disclaims all other warranties, conditions and terms, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranty that the Solution will be uninterrupted, error-free or secure.

12.1Liability Cap. Except as stated in Section 12.3, the total aggregate liability of each Party arising out of or related to this Partner Agreement, whether in contract, tort (including negligence), warranty, indemnity, statute or any other theory, will not exceed the total fees paid or payable by the Channel Partner to Data & More under this Partner Agreement during the twelve (12) month period immediately preceding the event giving rise to the claim. This cap is cumulative across all claims.

12.2Exclusion of Indirect Damages. Except as stated in Section 12.3, neither Party will be liable for any loss of profits or revenue, loss of goodwill, loss or corruption of data, business interruption, or any indirect, special, incidental, consequential, exemplary or punitive damages arising out of or related to this Partner Agreement, however caused and under any theory of liability, even if advised of the possibility of such damages.

12.3Exceptions to the Cap. The limitations in Sections 12.1 and 12.2 do not apply to: (a) the Channel Partner’s payment obligations under Section 4; (b) the Channel Partner’s indemnification obligations under Section 10; (c) the Channel Partner’s breach of Section 6 (No Sub-licensing), Section 7 (End-Customer Data Isolation) or Section 8 (Partner Confidentiality); (d) either Party’s liability for infringement or misappropriation of the other Party’s Intellectual Property; or (e) any liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, or for gross negligence or fraud.

12.4Basis of the Bargain. The Parties agree that the limitations and exclusions in this Section 12 are an essential basis of the bargain and reflect a reasonable allocation of risk, and that the partner pricing would be substantially less favourable absent them.

13.1Term. This Partner Agreement is effective on the date the Channel Partner is appointed by Data & More and continues for the term specified in the Channel Partner Agreement, unless terminated in accordance with this Section.

13.2Termination for Cause. Either Party may terminate this Partner Agreement (and the Channel Partner Agreement) immediately on written notice if the other Party (i) materially breaches and fails to cure within thirty (30) days after written notice; or (ii) becomes insolvent, enters bankruptcy or dissolution proceedings, has a receiver appointed over a substantial part of its assets, or ceases to carry on business in the ordinary course.

13.3Termination for Convenience. Where the Channel Partner Agreement permits, either Party may terminate this Partner Agreement for convenience on the notice period specified in the Channel Partner Agreement (and, absent specification, on ninety (90) days’ written notice).

13.4Effect on End-Customer Subscriptions. Termination or expiration of this Partner Agreement does not automatically terminate active end-customer subscriptions, but the Channel Partner immediately loses the right to sell new licences and to renew existing end-customer subscriptions. Data & More may, at its option, transition active end-customer subscriptions to a direct relationship with the end customer or to another Channel Partner. The Channel Partner shall cooperate reasonably with such transition, including providing end-customer contact information and outstanding contract terms.

13.5Effect on Outstanding Fees and Confidential Information. Upon termination or expiration: (i) the Channel Partner’s right to access partner-only resources and to make new sales ends; (ii) all outstanding fees become immediately due and payable; and (iii) each Party will, within thirty (30) days of written request, return or destroy the other Party’s tangible Confidential Information in its possession.

13.6Survival. Sections 4 (as to accrued amounts), 6, 7, 8, 9, 10, 12, 13.4, 13.5, 13.6, 14, 15 and 16, together with any other provision that by its nature should survive, will survive termination or expiration of this Partner Agreement.

14.1Independent Contractors. The Parties are independent contractors. Nothing in this Partner Agreement creates a partnership, joint venture, agency, employment or franchise relationship, and neither Party may bind the other.

14.2Notices. Notices must be in writing and are deemed given: (a) when delivered by hand; (b) three (3) days after dispatch by registered or certified mail, postage prepaid; (c) one (1) day after deposit with a recognised overnight courier; or (d) when sent by email with confirmation of delivery or read receipt. Notices to Data & More must be sent to partners@dataandmore.com (electronic) and to the address specified for Data & More (physical).

14.3Force Majeure. Except for payment obligations, neither Party is liable for any delay or failure to perform caused by events beyond its reasonable control, including fire, pandemic, epidemic, flood, war, terrorism, acts of God, governmental order, labour disputes, telecommunications or internet failures, or denial-of-service attacks. The affected Party will resume performance promptly after the cause is removed.

14.4Assignment. Neither Party may assign this Partner Agreement without the other Party’s prior written consent, not to be unreasonably withheld, except that Data & More may assign this Partner Agreement, in whole or in part, to an Affiliate or to a successor in connection with a merger, acquisition, reorganisation or sale of all or substantially all of its assets or business, upon notice to the Channel Partner. Any attempted assignment in breach of this Section is void.

14.5Entire Agreement; Modification. This Partner Agreement, together with the Channel Partner Agreement, applicable Orders, the DPA and the Customer ToS (as incorporated by reference), is the entire agreement between the Parties on its subject matter and supersedes all prior or contemporaneous agreements and representations. Data & More may modify this Partner Agreement; it will notify the Channel Partner of material changes by email or via the partner portal. Changes take effect thirty (30) days after notice, and the Channel Partner’s continued sale, referral or support of the Solution after that date constitutes acceptance. The Channel Partner Agreement may be amended only in writing signed by both Parties.

14.6Severability and Waiver. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable while preserving its intended commercial effect, and the remaining provisions remain in full force. A Party’s failure or delay in enforcing any right is not a waiver of that or any other right.

14.7Export Control. The export and re-export of the Solution, Documentation and related technology and information are subject to applicable EU export-control laws and regulations, and to any other applicable export and sanctions laws. The Channel Partner represents that it is not located in, and will not access or use, or permit any end customer to access or use, the Solution from any embargoed or sanctioned jurisdiction.

The following definitions apply in this Partner Agreement. Capitalised terms not defined here have the meanings given in the Customer ToS.

“Affiliate” has the meaning given in the Customer ToS.

“Channel Partner” means the third-party business entity appointed by Data & More under this Partner Agreement to distribute, resell, support or refer the Solution. The term is the umbrella category and includes Referral Partners, VARs and Distributors as defined in Section 2.

“Channel Partner Agreement” means the bilateral commercial agreement between Data & More and the Channel Partner that sets out the territory, term, partner pricing and other commercial terms specific to that partner. The Channel Partner Agreement incorporates this Partner Agreement.

“Customer ToS” means the end-customer Terms of Service published at dataandmore.com/en/tos, as updated from time to time, which are incorporated by reference into this Partner Agreement.

“Distributor” has the meaning given in Section 2.3.

“DPA” means the Data Processing Agreement between Data & More and the end customer, or between Data & More and the Channel Partner where Data & More has approved a sub-processing arrangement.

“End Customer” means the company or legal entity that has accepted the Customer ToS and uses the Solution, whether procured directly from Data & More or through a Channel Partner.

“Order” means a quote or purchase order between Data & More and the Channel Partner that references the Solution, partner pricing, payment terms, quantities and other applicable terms.

“Referral Partner” has the meaning given in Section 2.1.

“Solution”, “Documentation”, “Confidential Information”, “Intellectual Property”, “Indirect Taxes”, “Applicable Data Protection Laws”, “Subscription Term” and other capitalised terms not defined in this Partner Agreement have the meanings given in the Customer ToS.

“Value-Added Reseller” or “VAR” has the meaning given in Section 2.2.

Words following "including" or "include" are illustrative and not exhaustive. Headings are for convenience only. Questions regarding this Partner Agreement may be sent to partners@dataandmore.com.

This Partner Agreement is governed by and construed in accordance with the laws of Denmark, without regard to its conflict-of-law principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods. Any dispute arising out of or relating to this Partner Agreement will first be addressed through good-faith negotiation between the Parties. If not resolved within thirty (30) days, the dispute will be finally settled by binding arbitration administered by the Danish Institute of Arbitration in Copenhagen, Denmark, conducted in English by one or more arbitrators appointed under its rules; the award is final and binding. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property or Confidential Information. To the extent permitted by law, each Party waives any right to participate in a class action or other collective proceeding.