Terms & Conditions

Partner

Welcome as a partner of 24SevenOffice

Read the terms and conditions below to be a 24SevenOffice partner. We are looking forward to making a lot of business together in the future!

Sincerely
The 24SevenOffice Partner team

1 – Parties of this Agreement
These terms are an addition to the Agreement signed between one of 24SevenOffice owned companies and the partner (named as “Company” in these terms). In the following text, 24SevenOffice is defined as the entity that has signed the Agreement on behalf of 24SevenOffice. The 24SevenOffice Services constitute either parts of or the whole application provided by 24SevenOffice AS. For more definitions see the paragraph of definitions.

24SevenOffice is a leading provider of advanced integrated business systems and was incorporated in Skien, Norway, in December 1997. 24SevenOffice provides business systems delivered as Software as a Service (“SaaS”). SaaS is a software distribution model in which applications are hosted by a vendor or service provider and made available to customers over the Internet as an Cloud service. The 24SevenOffice Services was developed in the period from 1996 to 2004 and officially launched in 2005. The End-customer may pick and choose from an extensive menu of modules including CRM, accounting, invoicing, project management, hour registration, email, group calendar, reporting, etc.

2 – Scope
24SevenOffice and Company agree that, during the Term of this Agreement, the Company shall have the non-exclusive right to market and/or sell the 24SevenOffice Service in the agreed upon market and accordingly to the terms of this Agreement. If such a market is not defined, the market is set for the Country that the 24SevenOffice entity is located. It is expected that Company follows the 24SevenOffice Standard of Business Conduct.

24SevenOffice will on a primary basis use all reasonable efforts to facilitate the Company’s activities under this Agreement. This means supplying the Company, at its request, with information on the Services, informing the Company promptly of major changes in the Services specifications and prices, and responding within a reasonable time to all error reports and requests. 24SevenOffice may at any time evaluate the Company’s performance according to effort spent by 24SevenOffice. 24SevenOffice can, as a consequence of such evaluation, stop or reduce its efforts.

3 – Trademarks and Trade Names
Company hereby acknowledges 24SevenOffice’s exclusive right, title and interest in the trademarks and trade names identifying the Services, and shall not cause or permit to be done any act that impairs such right, title and interest. Company shall not perform its activities regarding Services under any name, sign or logo other than the trademarks or trade names specified by 24SevenOffice. All use of the trade name 24SevenOffice or related logos shall be approved by 24SevenOffice in advance in writing.

All rights to translation, websites, domains, customizations and all other jobs tasks performed by the Company for 24SevenOffice or otherwise related to this Agreement is transferred to 24SevenOffice free of charge when this Agreement terminates. 24SevenOffice can, at any point during the Agreement period, utilize these elements without any notice. Any registrations of domains concerning 24SevenOffice will be subject to consent of 24SevenOffice. Upon termination of this Agreement, all registered rights to the domains shall be transferred to 24SevenOffice free of charge.

4 – Neutrality
24SevenOffice will always act as a neutral party, concerning the End Company’s right to choose their preferred partner. End Customers right to choose their own Accountant is also governed by this section.

5 – Changes to Services
24SevenOffice may, in its sole discretion make changes to the existing Services and software that facilitate the provision of the Services, including enhancements, modifications or replacements at any time. However in any case, such alterations cannot diminish the services level, functionalities and performance already contracted with End Customers, provided such contract has been entered into by 24SevenOffice, or by Company with necessary authorisation given by 24SevenOffice. 24SevenOffice is not responsible for producing all modules and functionality available in all territories.

6 – Marketing
There is no default marketing budget for partners. Company is responsible for all expenses caused by its efforts to provide the Services under this Agreement. Company may apply for marketing support from 24SevenOffice per activity, as agreed from case to case between the Parties. 24SevenOffice may ask the Company to break down expenses by promotional activities. In such cases, Company must document all expenses in advance.

Each party agrees that it will not, without the prior consent of the other, issue any press release or announcement or otherwise disclose the existence or nature of this Agreement and/or proposed business arrangement.

7 – Support of the Service
If Company is to offer End Customer Support of the 24SevenOffice Service, the support must fulfill the terms in Customer License Agreement (CLA). Deviations shall be specified in the agreement between Company and End Customer. See Customer License Agreement (CLA) for further information on End Customers support. These Terms does not cover any ancillary services or integrations between the ancillary services and 24SevenOffice Service.

In this Agreement, all support to End-Customers performed by Company, 24SevenOffice or 3.party, will be referred as 1st line support. In this Agreement, all support to Company from 24SevenOffice will be referred as 2nd line support. Any support cases involving errors in the Services shall be routed directly to 24SevenOffice. If Company signs an End-Customer support agreement, this will not be sufficient for supporting their own End-Customers. 24SevenOffice is invoicing Company for all time spent on 2nd support, not related to errors in the Service.

If Company is to offer End-Customers their own support agreement, all members of Company’s support team have to complete a basic training program, performed by certified instructor from Company or by 24SevenOffice. To be an Certified instructor, this person has to complete any training required by 24SevenOffice. Customized training in terms of implementation, updating of knowledge or assistance with specific challenges, may also be offered by 24SevenOffice Consultants. Company shall pay for all training by 24SevenOffice, including traveling time and expenses. 24SevenOffice offers support through by e-mail, chat and by phone. All support is offered in the Norwegian, Swedish or English language. All questions shall be performed via the e-mail address support@24SevenOffice.com

For 24SevenOffice to supply 1st line support against End Customer, Company has to sell an 24SevenOffice End-User telephone support Agreement. There is no commission on support agreements performed by 24SevenOffice. Support from 24SevenOffice is divided in 1st and 2nd support. 1st line support is in general, but not limited to, all user-related questions and reporting of errors. 2st line support is technical support.

8 – Invoicing of the Service and Commission

8.1 – Invoicing of Subscription Based Services
The Agreement governs whether Company or 24SevenOffice invoices the End-Customer. If 24SevenOffice is the invoicing part, Company may qualify for commission.

8.1.1 – 24SevenOffice is the invoicing part
24SevenOffice send the invoices to the End Customer. The Company sends a quarterly list of the commission statement to 24SevenOffice for its approval (if the Agreement opens for recurring commission). When this has been approved by 24SevenOfifice, the Company is granted the right to invoice 24SevenOffice, the correct percentage of amounts invoiced to the End Customer net of VAT. The End Customer must have paid all invoices from 24SevenOffice before any commission is disbursed. Invoices for Commissions not approved by 24SevenOffice, will not be accepted. The End User will under no circumstances be object of Commission to two or more partners. The company, who first makes the End Customer or End User a paying customer, will be granted the Commission. Invoice for the period of last quarter has to be received by 24SevenOffice within the end of the following quarter. If Company fails to invoice 24SevenOffice within this time, the right to receive commission for the given quarter cease to exist.

8.1.2 – Company is the invoicing part
The Company send invoices to the End Customer of the Services. Monthly payment of Services shall be based on the price agreed upon in the Agreement. Company may choose to invoice the End Customer in other points of time, but 24SevenOffice will invoice Company three (3) months in advance if no other agreements have been made. The Company shall invoice and obtain payment directly from End Customers on their own cost. By choosing this invoicing method, 24SevenOffice is free from all credit risk concerning End Customers and payments. 24SevenOffice will continue to invoice Company for remainder of the End Customer term, even if the End Customer stops payment to Company. 24SevenOffice has the same rights and obligations towards Company as the End Customer concerning the Customer License Agreement. The Company may invoice End Customers a set-up fee, but bear in mind that 24SevenOffice and other partners of 24SevenOffice does not invoice a set-up fee. 24SevenOffice has no responsibility if Company loses a Sales Opportunity for this reason.

8.1.3 – Accountant is the invoicing part
Company may choose if they want to invoice the End-Customer themselves or if they want 24SevenOffice to do the invoicing. Some modules available to the Accountant may not be subject for invoicing by 24SevenOffice, so Company have to choose an invoicing routine for each End-Customer. 24SevenOffice will invoice Company as soon as the order is received through available channels. The End Customer will be included in a batch invoice that is invoiced quarterly. Any additional orders between the quarterly invoices, will be invoiced separately and then added to the quarterly invoice in the future. In any accountant Free program, 24SevenOffice invoices all End-Customers. 24SevenOffice have no responsibility for errors in Company´s sales process, e.g. content in access given in End User Clients. The opportunity to choose pricing eliminates 24SevenOffice influence in how different accountant partners may choose to sell their versions. 24SevenOffice will be a neutral part if any of the accounting partners should have any dispute over this.

8.2 – Services set for Commission
The following modules in the Service is set for Commission if it is not agreed upon a fixed purchase price.

Administrator

Full version / Complete

Finance and Accounting

Project and Hours

CRM with Order

CRM without Order

Approval

Hour registration

Travel and Expense

8.3 – Foundation for Commissions
This paragraph applies to partners that receives Commission. Company has to complete the Certification level training accordingly to the 24SevenOffice requirements in order to resell 24SevenOffice and receive recurring commission. If certified personnel should leave the Company, the number of certified people shall be replaced within two (2) months. Company can lose its right and be degraded a certifying level if the quarterly targets of the Agreement are not attained. To qualify for Commission the Company must sell the amount of quarterly targeted End Customers as described in the Agreement. If no new system licenses are sold, then no Commission will be offered to the Company. Commission will be restored once the Company can show one quarter of meeting the quarterly targets. There will be no refund of commission for the Quarters Company did not qualify for commission. Accountants have no quarterly target for providing End Customers. There is no Commission on Company’s own license or End Customers where Company has more than 5% ownership.

Commission is offered only on monthly fees. All fees related to the tailoring of the Service or consulting is without commission. Upgrades of End Users that are not provided by the Company are not eligible for commission. Training held by 24SevenOffice is not subject to Commission. Income from Ancillary services, e.g. SMS, transactions and partner related services, is not subject to commission. This commission is based on the 24SevenOffice license, not 3.part products (even if they are white labeled as part of the 24SevenOffice product line).

8.4 – Prospect, Sales Reports and Sales leads
To be subject for commission, Company shall provide 24SevenOffice with prospect data on a monthly basis or as agreed upon. If Company fails to provide such, the right to receive Commission will not be granted for these End-Customers. In End Customer sales opportunities where Company is inadequately certified to complete the sales process on its own, the Company shall forward the lead to 24SevenOffice. 24SevenOffice shall be involved in sales opportunities if the Company are not in the possession of this certification level. Leads shall be channelized through agreed upon channels. Leads given to an individual within 24SevenOffice is not set for Commission. For the avoidance of doubt, Leads sent to 24SevenOffice from End Customers or End Users provided by Company, do not entitle the Company any Commission. If 24SevenOffice completes the sale, the Company will be given a one-time fee of two hundred percent (200%) of the first month of recurring revenue. 24SevenOffice will invoice the End Customer.

8.5 – Regarding existing 24SevenOffice Customers
Company will not be able to invoice existing 24SevenOffice End Customers or receive any Commission for these End Customers. Any End Customers that has been invoiced by 24SevenOffice for the period of the last three (3) years, is not set for commission.

8.6 – Routines for establishing a new End Customer
24SevenOffice may, in its sole discretion, cancel any of the Company’s orders previously accepted by 24SevenOffice, or delay the time for installation and set-up of any of the Services covered thereby, if the Company fails to fulfil any of its obligations in the Agreement. 24SevenOffice will however, notify the Company directly of any rejection of an order. At all times, 24SevenOffice reserves the right to deny End Customers access to their client, where no payment has been received. This is further described in the Customer License Agreement (CLA). Company shall place orders with 24SevenOffice by submitting an approved by 24SevenOffice agreement including 24SevenOffice Customer License Agreement (CLA), through channels agreed upon in the Agreement.

8.7 – Selling the Accountant Partner Program
Selling to accountants demands special skills in the Service and are therefore reserved for 24SevenOffice sales representatives and selected partners with special approval. All accountants that is part of the 24SevenOffice Accountant Partner Program, Is invoiced by 24SevenOffice. This Program also includes other prices than what is available on 24SevenOffice website. There has to be an additional agreement for partners that is allowed to sell the Accounting program. If Company provides 24SevenOffice with an accountant that sign an 24SevenOffice Accountant Partner Program Agreement, Company is eligible for a one-time commission of two hundred percent (200%) of the first month of recurring revenue.

9 – Section applied to partners in the Accountant program

9.1 – Requirements for the Accounting program
This section only applies if Company has signed an 24SevenOffice Accountant Partner Agreement. The Accounting Program is available to public registered accountants in markets where the accounting module is available. Company shall be an authorised accountant to enter into this Agreement. The accountant must also have a minimum of ten (10) End Customer Clients in the 24SevenOffice Service or if Company is newly established, the Company must have the same amount of End Customer Clients registered at 24SevenOffice within six (6) months. These End Customers cannot be part of the same company structure nor have the same owner consolation. To offer the Service to the End-Customer, there must be an Assignment Agreement between Company and the End-Customer. Company shall in this Assignment Agreement include an URL to https://24sevenofficeus.com/terms-conditions/

9.2 – Service exclusive for Accountants and Revision
In the Service there is an role-based user defined for an external accountant or revision partner. There is maximal included two (2) roled based users in the End Customer client. It is not permitted for Accountants to give the End Customer or End Users a login / username and password for this user. Doing so will be considered a material breach of this Agreement. The End Customer or End User cannot combine any free Service from 24SevenOffice with any Services delivered through the Accounting Program if not agreed upon.

9.3 – Competing Services
Accountants signing this Agreement are allowed to use competing accounting systems for their customers. There will be considered a breach of this Agreement if: Company has any part in the End Customer terminating the Customer License Agreement (CLA) and signs an Agreement with any for 24SevenOffice competing services that Company offers.

9.4 – Up-sale
24SevenOffice has the opportunity to perform up-sale of the Service to all End Customers without giving any notice. Company is eligible for commission on all sales completed and invoiced within six (6) months from the date the End Customer Client has been established. Not all Accountant programs is set for Commission.

9.5 – Legal entity
The Accountant may not use this Agreement as a part of a franchise of any kind, and thereby not allow access to other entities than Company. This Agreement includes one legal entity. If Company wants to include other legal entities, extra fee per entity is required.

9.6 – End Customers changes accounting supplier
End Customers not invoiced by Company may choose to change their accountant partner. In cases where Company is invoicing the End Customer and the End Customer wishes to case using Company as their accounting supplier, there are special terms. By signing a Customer License Agreement (CLA) with 24SevenOffice or another accounting supplier, End Customer may continue using the same End Customer Client. End Customer has pay all outstanding amounts related to the Service in order to assign the End Customer Client to another accountant. Company cannot prevent the End Customer from access to the End Customer Client if all outstanding amounts is paid. Invoices related to other services Company offer, is not part of this Agreement, and Company cannot prevent access to the End Customer Client for this reason. Company shall help do the transition as easy as possible for all involve parties. End Customer still has the ownership to their own data accordingly to the Customer License Agreement (CLA). This implies that End Customer may order an export of data from 24SevenOffice, and that End Customer has to cover all cost of such an export. 24SevenOffice main interest will be to keep the End Customer a 24SevenOffice customer also in the future. 24SevenOffice will be a neutral part in any End Customer change of accountant.

10 – Payments, default, acceleration of obligations and late payment fees
Company shall pay all 24SevenOffice invoices within thirty (30) calendar days from the date of the invoice (“Due Date”). Company shall pay all taxes or charges imposed by any governmental authority of any kin whatsoever applicable to any of the Services provided by 24SevenOffice to Company. Company shall pay all such sums to 24SevenOffice upon demand, unless the Company has provided 24SevenOffice tax exemption certificates or licenses acceptable to the appropriate taxing authorities. Payment shall be made in the invoiced currency. Company shall make no deductions from any amount it owes 24SevenOffice, unless the Company has received a credit memorandum from 24SevenOffice authorizing such deduction.

Company’s payment for the Services shall be considered past due if 24SevenOffice does not receive it by the Due Date. If any payment is past due, 24SevenOffice may declare, by giving Company notice thereof, (i) all of the liabilities and obligations of the Company to 24SevenOffice, whether then due or not, to be immediately due unless the past due payment is received by the date specified in the notice; and/or (ii) impose a finance charge on all amounts past due or declared due pursuant to this Section equal to the lesser of one and one half percent (1-1/2%) per month or the maximum allowed by law, and (iii) charge Company for 24SevenOffice’s expenses of collection therefore, including but not limited to attorneys’, accountants’ and experts’ fees and court costs. If 24SevenOffice should not receive payments by the Due Date at repeating occasions, 24SevenOffice will take over the invoicing of the End-Customer after informing the Company. Upon a termination of any of the subsections of the Agreement, all End Customers and End Users shall be deemed to have been transferred to 24SevenOffice.

11 – Customer License Agreement (CLA) and End User License Agreement (EULA)
In order to login to the Services, all End Customers must accept the Customer License Agreement (CLA) and all End Users must accept the End User License Agreement (EULA). Acceptance is made during the registration process for the Service on a specific webpage or by signing the CLA and/or the EULA. No Services may be provided to End Customer or End User unless these terms accepted. Updated versions of the license terms can be found at the links below. Important and significant changes to the Agreements will be announced in 24SevenOffice operational messages

Standards of Business Conduct

Terms & Conditions

12 – Confidential Information
Unless otherwise authorized in writing by 24SevenOffice, Company shall not disclose to third parties any Confidential Information regarding the Services that the Company obtains from 24SevenOffice. This also includes any data belonging to any End Customer that may have been made available for Company during the term of this Agreement. Company shall take all reasonable precautions to protect such Confidential Information from unauthorized disclosure. 24SevenOffice has the same obligation with respect to Confidential Information of the Company obtained in the business relationship. The parties shall use the Confidential Information only for the purposes of fulfilling its obligations pertaining to the Agreement. Following disclosure, the parties shall keep confidential and not disclose the Confidential Information to any other person, firm, or corporation for a period of two (2) yearsThe parties shall be under no obligation if any Confidential Information: (i) is or becomes part of the public domain other than by breach of this Agreement by a party; (ii) is developed by a party independent of any Confidential Information; or (iii) is rightly received by a party from a third part. The parties each agree to restrict circulation of Confidential Information in their respective organizations to those employees who need to receive Confidential Information in order to carry out the above-stated purposes and to give such employees instructions to hold in confidence all Confidential Information made available to them and to use the Confidential Information only for authorized purposes.

13 – Term and Termination
This Agreement shall be effective from the Effective Date of the Agreement. The Term of this Agreements is for three (3) years. The Agreement is automatically renewed for a term of twelve (12) new months if not terminated. The Agreement may be terminated by the Parties upon six (6) months written notice prior to a new term.

Upon termination of this Agreement for any reason, Company shall cease acting as intermediary of 24SevenOffice regards the marketing, sale and other activities. 24SevenOffice will pay the Company all accrued and unpaid Commissions while Company will pay all outstanding amounts.

Either Party may terminate this Agreement immediately after providing written notice upon the occurrence of any of the following events, in which case no compensation is granted:

the other party breaches any of its material obligations under this Agreement and fails to cure such breach within thirty (30) days after receiving notice of such breach from the other party;

the other party suffers the appointment of a receiver or a trustee in bankruptcy, assigns all or a substantial part of its assets in favor of its creditors or otherwise takes advantage of any insolvency or similar law;

the agreed quarterly targets (if applicable) as stated in the Agreement have not been achieved;

the other Party undergoes a change of control and the other Party reasonably determines the acquiring entity to be a direct competitor of such other Party; or

the Company fails to pay any amounts more than thirty (30) days after such amounts have become due.

In the event of termination of this agreement, all End Customers are deemed to have been transferred to 24SevenOffice and no further Commission will be provided to Company, and Company will not have the right to further invoicing the End Customer for 24SevenOffice Services.

14 – Notices
Each Party shall give the other prompt notice in writing of any transaction effecting a change in control of either Party or a transfer of fifty percent (50%) or more of such Party’s assets. Each Party shall give the other prompt notice in writing of any relevant changes; hereunder changes in its name, office address and contact information. All notices required to be sent or given under this Agreement shall be in writing by e-mail to an address and/or Party representative pre-approved by the other Party for such

15 – Assignment
Neither Party may assign or otherwise transfer this Agreement or any interest or right hereunder or delegate the performance of any of its obligations hereunder to any third party without the prior written consent of the other Party, except that 24SevenOffice may assign or delegate its rights or obligations under this Agreement to an affiliate of 24SevenOffice. Any attempted assignment, transfer or delegation prohibited by this section without the prior written content of the other Party, shall be deemed null and void and result in the immediate termination of this Agreement without necessity of notice.

16 – Limitation of Liability
Neither Party shall be liable to the other pursuant to this Agreement for any amounts representing loss of profits, loss of business or indirect, consequential, or punitive damages of the other Party. In any event, the aggregate liability for 24SevenOffice shall not exceed more than ten per cent (10%) of the Commission received by the Company during the twelve months preceding the claim. 24SevenOffice shall have no liability and the Company shall hold 24SevenOffice harmless of any claims made by the End Customers as a result of any act or omission made by the Company, hereunder the Company’s inability to perform a correct sale. This includes incorrect or insufficient information given to the End Customer by the Company, e.g. related to product functionality, delivery time, training, support etc.

17 – Waivers
Waiver by either Party of any default, or either Party’s failure to enforce any of the terms and conditions of this Agreement shall not in any way affect, limit or waive such Party’s right thereafter to enforce and compel strict performance of every term and condition hereof.

18 – Force Majeure
Neither Party shall be liable for any failure or delay in performing any obligation under this Agreement if such delay is caused by war, riot, insurrection, laws and government regulations, strikes and lockout, floods, fires, explosions or any other cause beyond its reasonable control, provided that it promptly notifies and gives full details of such cause to the other Party, within a period not exceeding one (1) week.

19 – Construction and Complete Agreement
This Agreement supersedes, terminates and otherwise renders null and void any and all prior written and/or oral agreements between the Company and 24SevenOffice with respect to the matters herein expressly set forth, except that nothing herein contained shall be construed as intended to relieve or release either Party from its obligation to make payment of any monies which either Party may owe to the other Party. 24SevenOffice may amend the content in this Agreement at any time. The revised version will be effective at the time it is posted on the website. If the revised version includes a substantial change, Company will be informed by an electronically notice.

20 – Legal Venue
The Agreement is governed by Norwegian law. Resolution of any and all disputes arising under or as a result of the Agreement or related thereto should first be sought solved through negotiations, in which both sides are obligated to participate and attend. If these negotiations not are successful, then the venue and the jurisdiction for resolution of the dispute shall lie with the Courts of Oslo, Norway.

21 – Definitions
Ancillary Services shall mean such additional services provided by third parties where 24SevenOffice act as an intermediary in connection with the delivery of the Service to the End Customer and End User.

Customer License Agreement or CLA shall mean the terms and conditions an End Customer has to accept in order to use the Services.

Commission shall mean the amount payable by 24SevenOffice to the Company for marketing and/or sale of the Services.

Confidential Information shall mean information or material that is confidential and proprietary to the disclosing party. Confidential Information includes, but is not limited to, the following types of information and other information of a similar nature: software (in various stages of development), designs, drawings, specifications, models, source code, object code, documentation, diagrams, flow charts, marketing and development plans, business plans, financial information and customer lists.

Effective Date shall mean the date both Parties have signed the Agreement.

End Customer shall mean those third party individuals and entities not affiliated with the Company who acquire Services through Company or as a result of the Company’s marketing activities, for such third parties’ internal use, and not for the purpose of redistribution or resale of the Services. It will also include individuals affiliated with the Company, when the Services are for internal use in the Company.

An End Customer Client shall mean the area within the Services that is limited to one legal company’s data.

End User shall mean any individual that has a user log-in to the Services. That might be as an employee at End Customer or as an individual.

End User License Agreement or EULA shall mean the terms and conditions an End User has to agree upon in order to use the Service.

A Sale Lead or a Lead shall mean the identity of a person or an entity potentially interested in purchasing a product or service, and represents the first stage of a sales process.

Up Sale shall mean any extra order from End Customer, e.g. new End Users, extra modules or Ancillary Services.

Market shall mean the territory in which the Company is permitted to market and/or sell the Services.

Service shall mean the application and accompanying services distributed by 24SevenOffice. Services do not include Ancillary Services.

Subscription Based Services shall mean monthly Services subscription that End Customer agrees upon paying where the Company acts as an intermediary and which are invoiced in advance by 24SevenOffice or the Company.

Term shall mean the period of time during which this Agreement is in effect.