Umnico expresses its intention to enter into this Partner Agreement on the provision of rights to distribute the Service, on the terms set out below, with any person who accepts the terms of this offer. The Offer shall be deemed accepted, and the Partner Agreement on its terms concluded between the Rightsholder and the User who has submitted an application to obtain Partner status through the Service, from the moment the Rightsholderâs moderation is passed.
1.1. Client â a person interested or potentially interested in acquiring a License to the Service and/or other products of the Rightsholder.
1.2. Client Agreement â an agreement for the purchase of a license to use the Service, concluded with the end User by the Partner in the Partnerâs own name but at the expense of the Rightsholder, or concluded directly by the Rightsholder.
1.3. Personal Account â the information subsystem of the Serviceâs website on the Internet supported by the Service, representing the Userâs personal page at https://umnico.com/, which enables the Rightsholder and the User to interact remotely within the Service in electronic form. Access to the Personal Account is granted after registration on the Service website.
1.4. Partner â a User who has passed the Rightsholderâs moderation after applying to join the Partner Program and who has joined the Rightsholderâs Partner Program by accepting the Partner Agreement available at https://umnico.com/partnership-agreement/ or by entering into an agreement with the Rightsholder containing all material terms in the form of a bilateral document.
1.5. Personal Data â any information relating to an identified or identifiable individual (Personal Data Subject).
1.6. User â any natural person, sole proprietor, or legal entity (a representative of a legal entity) who has registered on the Service website and obtained the right to use the Service.
1.7. User Agreement â the terms of use of the Service available at https://umnico.com/privacy/.
1.8. The âServiceâ / âUmnicoâ â the Umnico SaaS service that enables Users to exchange information and correspond with clients via messengers such as WhatsApp, Telegram, Avito, VKontakte, etc., within the Umnico interface or using its CRM system. Umnico is the developer and the sole lawful rightsholder of the Service.
1.9. Tariff â the cost of the corresponding license to use the Service; information is available at https://umnico.com/payment.
1.10. Technical Support â activities performed by the Rightsholder and/or the Partner in volumes sufficient to ensure the functioning of the Service for an end User who has concluded a Client Agreement with the Partner for the right to use the Service.
1.11. Partner Remuneration Terms â a document containing information on minimum sales volumes, discount system, as well as the amount and rules for applying, calculating, charging and accruing the Partnerâs Remuneration.
1.12. Notifications â all notices and other messages exchanged in the course of performance of this Agreement and the Partiesâ mutual obligations.
2.1. This Agreement governs relations between the Rightsholder and Users who have obtained Partner status, regarding the use of the Service and the distribution of the Service to Clients.
2.2. The Partner, like other Users, has the right to use the functionality of the Service under the terms specified in the Tariffs for the relevant types of Licenses. The Licenses are simple (non-exclusive) licenses.
2.3. The Partner undertakes to carry out activities in the field of sales and implementation of Umnico in order to stimulate client demand for the Service and other products of the Rightsholder.
2.4. The purpose of the Rightsholderâs Partner Program is to build stable commercial relations with the Partner by expanding the market for the Service.
2.5. The Service is the property of the Rightsholder; the exclusive right to the Service is not alienated under this Agreement.
2.6. The Rightsholder grants the Partner the right to distribute licenses for the right to use the Service (hereinafter, the âLicensesâ) by transferring (granting) them to third parties without additional written permission from the Rightsholder, provided that such parties are required to comply with the requirements set out in this Agreement, the User Agreement, and the Terms of Use.
2.7. For the avoidance of doubt, the Rightsholder reserves the right to distribute the Service independently, to grant the right to distribute Licenses to other persons, and to accept any persons as partners without notice to or coordination with the Partner.
3.1. To arrange access to the Service, it is necessary to complete the registration procedure, as a result of which a Personal Account will be created.
3.2. To obtain Partner status, the User submits an application through the Personal Account; after passing the Rightsholderâs moderation, the User receives access to the partner platform and the rights to subsequently distribute Licenses to the Service to end Users.
3.3. When registering and when submitting applications to purchase Licenses for themselves and/or Users, the Partner undertakes to provide accurate and complete information about themselves in accordance with the registration form and to keep this information up to date.
3.4. The Rightsholder is not responsible for the accuracy and reliability of information provided by the Partner and/or User during registration and/or when submitting an application, nor for non-performance/improper performance of obligations arising from the inaccuracy, incorrectness, or incompleteness of information specified by the Partner and/or User in the application.
3.5. Identification of the Partner and the User on the Service website is performed using the email address and password specified by them during registration.
3.6. The Rightsholder reserves the right at any time to require the Partner to undergo additional identification and to submit documents confirming registration data necessary for the performance of the Agreement or a Client Agreement. If the Partner refuses to undergo full identification or if the data specified during registration do not match the documents provided, or if the provided documents do not allow identification of the Partner or of a User who concluded a Client Agreement with the Partner, as a result of which the Rightsholder will be unable to perform the Client Agreement, the Rightsholder has the right, at its discretion, to block or delete the Partnerâs account and deny access to the Service.
The identification conditions and liability measures set out in this clause of the Agreement equally apply to relations with a User who has concluded a Client Agreement.
3.7. Upon receiving access to the partner platform, the Partner is entitled to distribute Licenses in the following ways.
3.7.1. The Partner attracts a Client to conclude a Client Agreement directly between the Rightsholder and the Client. The Client Agreement is concluded in the form used by the Rightsholder (usually an invoice-offer generated in the Partnerâs personal account) in accordance with the User Agreement. The Client pays the License fee directly to the Rightsholder. The Rightsholder pays the Partner the Remuneration after receipt of the full License price from the Client to the Rightsholderâs bank account. The amount and payment procedure of the Partnerâs Remuneration are determined by the Partner Remuneration Terms effective at the time of payment and posted in the Partnerâs Personal Account.
3.7.2. The Partner, acting in its own name, at its own expense or at the expense of the Rightsholder, attracts a Client to conclude a Client Agreement between the Partner and the Client. The Client Agreement is concluded in the form used by the Rightsholder or in the Partnerâs form. In this case, the Partner undertakes to include in Client Agreements mandatory provisions that correspond to and do not contradict those set out in the requirements of the Umnico User Agreement and Privacy Policy posted at https://umnico.com/confidentiality. If any conditions of a Client Agreement contradict such requirements, the Partner shall compensate the Rightsholder for documented losses caused by such contradiction. The Client pays the License fee to the Rightsholder through the Partner, who transfers the License price to the Rightsholder less the Partnerâs Remuneration. The Partnerâs Remuneration is retained by the Partner upon receipt of the full License price from the Client in accordance with the Partner Remuneration Terms effective at the time of payment and posted in the Partnerâs Personal Account.
3.7.3. Following moderation, the Partner may also be assigned the status of Technical Partner, which allows the conclusion of Client Agreements for services and/or work related to technical support, analysis, development, adaptation, testing, and implementation of the Service (hereinafter, the âServicesâ). The status of Technical Partner is assigned to the Partner provided the Partner meets the following requirements: (i) has no requirements, orders, prohibitions that prevent full commercial activity, including the provision of Services and/or fulfillment of obligations under the Agreement and potential Client Agreements; (ii) information that the Partner is an integrator of the Service is posted on the Partnerâs website. The Client Agreement is concluded in the Partnerâs form. In doing so, the Partner undertakes to include in agreements mandatory terms for Client Technical Support and SLA compliance, as well as terms that correspond to and do not contradict the requirements of the Umnico User Agreement and Privacy Policy posted at https://umnico.com/confidentiality. Payment for the Services is made by the Client directly to the Partner; payment for the License is made by the Client directly to the Rightsholder under a separate agreement.
3.8. The Partner is not entitled to distribute Licenses or grant rights to use the Rightsholderâs software products to Clients free of charge or for remuneration lower than the retail price specified in the Rightsholderâs Tariffs.
3.9. The Partnerâs Remuneration is determined as a percentage of the License price paid by the Client, in the amount indicated in the Partnerâs Personal Account. Upon the expiration of the reporting period, the Partner shall submit a Service Report (Act) on the services rendered to attract Clients under the Partner Agreement. The Parties acknowledge and agree that a mandatory condition for payment of the Partnerâs Remuneration is the conclusion of a Client Agreement and the receipt of the full License price.
3.9.1. The Partnerâs Remuneration includes all expenses of the Partner, taxes (including VAT at the applicable rate), fees and other mandatory payments which the applicable legislation imposes on the Partner. The Partner independently and at its own expense calculates and pays all taxes, fees and mandatory payments due to the relevant budget.
3.10. Granting rights to use products of the Rightsholder for which it is not the rightsholder shall be carried out only directly to the Client on the terms provided for in the corresponding Client Agreement, which shall specify the type of license, scope of use (granted usage rights), territory of use, term of the license and other material conditions for the end userâs use of the product.
3.11. To avoid adverse consequences of obtaining an incomplete/inconsistent end result that does not meet the Clientâs expectations, the Partner undertakes to provide the Rightsholder with accurate and complete information during the coordination of Client Agreements and to keep such information up to date.
3.12. The Partner has the right to engage Clients without territorial limitations.
3.13. The Partner also undertakes to integrate and configure the Service with the Clientâs system under the terms of the paid License.
3.14. During the term of this Partner Agreement, the Partner has the right to advertise the Service for the purpose of its promotion. The Rightsholder consents to the use of the Rightsholderâs trade name and logo (trademark) for the purposes of the Partner Agreement, including, but not limited to, placement on the Partnerâs information resources and use in the Partnerâs marketing materials and presentations.
4.1. Access to Umnicoâs functionality shall be granted to the Client within 3 business days from the date payment is credited to the Rightsholderâs bank account.
4.2. The Rightsholder shall provide contact information and conditions for contacting the Rightsholder for technical support and other consultations by posting such information in the Partnerâs Personal Account, and shall ensure the continuous operation of communication channels and electronic document interchange channels.
4.3. The Parties agree that separate acceptance-transfer documents for the granting of rights to use the Service shall not be executed, and acknowledge that, in the event of disputes, an extract from the Partnerâs Personal Account generated unilaterally by the Rightsholder may serve as sufficient confirmation of the fact of rights being granted; the Parties recognize the data of the Personal Account and such extract as complete and reliable.
5.1. The Rightsholder undertakes to:
5.1.1. systematically check the Service for vulnerabilities and, if discovered, eliminate them within a reasonable time, thereafter notifying the Partner of the remedied deficiencies;
5.1.2. maintain the continuous operability of the Service in accordance with the stated functionality;
5.1.3. provide information and technical support to the Partner on issues related to the Serviceâs functionality, installation features and operation on standard configurations of server infrastructure, supported (popular) CRMs and other systems.
5.2. The Partner undertakes to:
5.2.1. not transfer Clientsâ Personal Data to third parties and not use Personal Data for purposes unrelated to the use of the Service and/or performance of this Agreement, including for unsolicited advertising, spam, etc.;
5.2.2. collect and store only such Personal Data as are necessary to provide the Service or to perform Client Agreements with the User;
5.2.3. not agree to Client Agreement terms or other conditions of cooperation between the Rightsholder and the User that differ from the current Partner Agreement and/or User Agreement in the absence of a specially executed written instruction from the Rightsholder and/or a power of attorney issued to the Partner;
5.2.4. provide Technical Support to end Users attracted by the Partner in a volume sufficient to ensure the functioning of the Service for such Users and within the timeframes corresponding to the Technical Support terms (SLA) posted by the Rightsholder on the Service website.
5.3. Unless otherwise expressly agreed by the Parties through the execution of additional agreements, the Partner has no right to use the Service in any ways not expressly provided for by the terms of the User Agreement.
5.4. By acceding to this Agreement, the Partner acknowledges and agrees that the content of the Service, including software, as well as any information (production, technical, economic, organizational and other) concerning the methods by which the Rightsholder carries out its professional activities, are protected intellectual property of the Rightsholder, in respect of which a commercial secret and/or information confidentiality regime has been introduced and which represent a commercial interest for the Rightsholder. Such information and documents are not published or known to the general public or an unlimited circle of persons, and the Rightsholder takes all possible measures to restrict access to them by third parties, including persons who are not clients of the Rightsholder.
5.5. The Partner undertakes not to use oral and/or written information obtained as a result of cooperation with the Rightsholder for purposes unrelated to the performance of the Partner Agreement or a Client Agreement, including undertaking not to reproduce, not to copy and not to provide third parties with access to documents and information. The results of intellectual activity of the Rightsholderâs employees may not be distributed or transferred to third parties without the Rightsholderâs permission. This provision is a material term of this Partner Agreement.
6.1. Unless otherwise provided by the Partner Agreement, the Parties shall be liable in accordance with the legislation of the United Kingdom.
6.2. The Partner is liable for the actions of the Partnerâs employees, as well as for the actions of third parties who gained access to the Service, which led to the emergence of additional, excessive, increased obligations of the Partner to the Rightsholder, as well as to third parties, due to the Partnerâs failure to comply with the rules for storing the login and password.
6.3. The Partner uses the Service at its own risk. The Rightsholder is not liable for any conclusions, decisions, or actions of the Partner resulting from the use of the Service, nor for any damage and losses of the Partner resulting from the use of the Service;
6.4. The Rightsholder is not liable for the impossibility of using the Service due to the absence, on the Partnerâs side, of computer equipment with the necessary set of software and technical capabilities and settings, for disruptions and/or restrictions in network systems (Internet connection disruptions and failures), for disruptions and failures in the operation of the Partnerâs computer equipment and hardware complex, as well as any other disruptions, failures and restrictions in the operation of equipment and networks used by the Partner;
6.5. The Partner acknowledges and agrees to use the Service âas is.â The Rightsholder is not responsible for the Service functionality meeting the expectations, needs, and representations of the Partner and/or Clients who have concluded a Client Agreement.
6.6. The overall liability of the Rightsholder to the Partner or the Client shall not exceed the cost of the License paid by such party for the last month of using the Service.
6.7. The Parties shall be released from liability for full or partial non-performance of obligations under the Agreement if such non-performance results from force majeure circumstances.
6.8. Force majeure circumstances shall mean circumstances arising after the conclusion of the Agreement as a result of extraordinary events which the Parties could neither foresee nor prevent by reasonable measures.
7.1. The law of the United Kingdom shall apply to the Partiesâ relations under the Partner Agreement.
7.2. Any dispute arising out of the Partner Agreement or in connection with its performance shall first be resolved through a claim (pre-trial) procedure.
7.3. The Party that receives a claim shall, within 30 (thirty) business days from the date of receipt of the claim, review it and either satisfy the demands stated in the claim or send to the other Party a reasoned refusal with the necessary documents attached.
7.4. If the dispute is not resolved through the claim procedure, it shall be referred to the High Court of England.
8.1. The Partner undertakes to indemnify the Rightsholder for property losses arising from claims, complaints, demands, or lawsuits of third parties or other Users resulting from the Partnerâs use of the Service, including the Rightsholderâs expenses related to participation in legal proceedings with third parties or other Users.
8.2. The Partner undertakes to compensate the Rightsholder for losses resulting from the circumstances specified in clause 8.1 of the Agreement within 10 (ten) days from the date of receipt of a written demand from the Rightsholder sent by email and/or via service messages in the Personal Account.
9.1. This Partner Agreement constitutes an offer addressed to legal entities and individual entrepreneurs engaged in commercial activities. The Partner shall be deemed to have accepted the terms of the Agreement and the Privacy Policy in full, without reservations or exceptions, from the date of acceptance of the Agreement in the manner specified herein.
9.2. For the avoidance of doubt, the Agreement is addressed to a specific circle of persons and is not a public offer.
9.3. The Agreement remains in effect until the date of termination of the Agreement in accordance with clause 9.4 of the Agreement.
9.4. Either Party has the right at any time to unilaterally terminate the Agreement by giving prior notice to the other Party 10 (ten) days before the intended date of termination of the Agreement.
9.5. The Rightsholder has the right at any time to unilaterally terminate the Agreement without prior notice to the Partner in the event of the Partnerâs breach of the Agreement.
9.6. Termination of the Agreement, regardless of the grounds for termination, entails cessation of the right to use the Service. The Partner undertakes to cease using the Service from the date of termination of the Agreement in accordance with clause 9.4 of the Agreement.
9.7. Termination of the Agreement at the Partnerâs initiative is not grounds for a refund of the license fee.
10.1. If any provision of the Agreement does not comply with the requirements of the current legislation of the United Kingdom and violates mandatory norms, the relations of the Parties shall be governed by the norms of the current legislation to the extent of such non-compliance.
10.2. The Partner may not assign its rights and obligations under the Agreement to third parties without the prior written consent of the Rightsholder.
10.3. The Rightsholder may, at its sole discretion, at any time during the term of the Agreement, without sending notices to anyone and without observing any formalities on anyoneâs part, amend and update the terms of the Agreement. The new version of the Agreement enters into force from the date of its posting on the Rightsholderâs website on the Internet, unless otherwise provided by the new version of the Agreement.
10.4. Continued use of the Service by the Partner after amendments and/or additions to this Agreement constitutes acceptance by and consent of the Partner to such amendments and/or additions.
10.5. The Agreement is a legally binding document for any person who has accepted the terms of the Agreement in full and unconditionally.
10.6. If the Partner disagrees with any terms of the Agreement, the Partner must immediately stop using the Service.
10.7. Without contradicting the terms of the Agreement, the Partner and the Rightsholder may execute a contract containing all the terms specified in the Agreement in the form of a written bilateral document in paper form.