DISTRIBUTION PARTNER AGREEMENT

This Distribution Partner agreement is agreed between PromptTech Middle East Pvt Ltd,  called collectively as “PromptTech” as applicable and with you herein mentioned as a Distributors, Partners , Associates or an entity.

This agreement hereby shall supersede all prior agreements with connection to or in the name of PromptTech Middle East Pvt Ltd, PromptTech Middle East Software House LLC and its subsidiaries, wherein PromptTech Middle East Pvt Ltd reserves all the rights of business, production and ownership.  It is hereby acknowledged impliedly that the agreement holds PromptTech Middle East Pvt Ltd the owner whereas the subsidiaries, associates shall be connecting parties.

FURTHER

1. a) PromptTech carries on the business of business solutions, software solutions, digital branding services, web applications and outsourcing
2. b) PromptTech authorizes to promote and augment its sale of business ( inclusive of the conduct of business, branding and client contact) in the place of registration of business by person in such potential geography or territories respectively.
3. c) For the aforesaid purpose, the PromptTech invites and appoints Distribution Partner who can act as “Distributor’, “re-sellers”, ‘ associates’ local point of contacts or as “sub-contractors” for selling above referred products and services.

WHEREAS, herein the Sub contractors, sellers, distributors. Affiliates’  or in the identity of Distribution Partners shall be subjugated under PromptTech Middle East Pvt Ltd.

THIS AGREEMENT WITNESSETH AS FOLLOWS:

APPOINTMENT OF DISTRIBUTION PARTNERS

1.1Subject to the terms of this Agreement, PromptTech hereby appoints Distribution Partner as its Sub-contractor, re-sellers, distributors or contractors for the sale and distribution in the place of registration of business by person in such potential geography or territories respectively. and  hereby acknowledges and accepts such appointment

1.2.The products and services which DISTRIBUTION PARTNER agrees to market, broadly consists :

(a)Software solutions herein defined as the pre-set product solely owned by PromptTech Middle East Pvt Ltd inclusive of the system solutions, web developments, software tools , programming and any programming pre-defined products.

(b) The vendor supplies are third - party manufactured products which is herein Hardware. The Distribution Partner hereby shall provide to the customer such “Catalogue product” herein defined as Products, which are described in and published catalogue or in a supplemental data sheet and/or listed on webpage with a set published price list by PromptTech.

Please note: Any changes in the model and pricing margin are set by the manufacturer of the hardware or (products) and therefore not subjected to any control by PromptTech. PromptTech is facilitating the purchases and needs and hereby in any manner not liable for any manufacturing related defects and dispute.

(c) Services, herein shall be defined as the facilitation in the development of business. It shall be inclusive of digital marketing and promotion, Social Media marketing, SEO, SEM, Paid advertisements and other related services. Thus, DISTRIBUTION PARTNER shall be intermediary for end-users for such services and PromptTech shall authorize and accept such consumer related facilitations duly.

 PLACE OF BUSINESS OF DISTRIBUTION PARTNER : PromptTech hereby appoints the Distribution Partner and thus Distribution Partner hereby accepts the appointment as an, re-seller or distributor or any sub delegated contractor of the PromptTech for sale of company’s products and services to the consumers of Software needs and business development in the place of registration of business by person in such potential geography or territories respectively.

DISTRIBUTION PARTNER AS PRINCIPAL In all the contracts, engagements or transactions entered into by the DISTRIBUTION PARTNER with the customers who shall be herein ( end-users) for the sale of product and services or otherwise, the DISTRIBUTION PARTNER shall act and shall always be deemed to have acted as a principal and not as a franchisee or sub-contractor on account of the PromptTech and the PromptTech shall not in any way be liable in any manner in respect of such contracts and/or engagements and/or in respect of any act or omission on the part the servants, sub-contractors and workmen in regard to such sale, distribution or otherwise provided, the terms as underlined:

1. a) The third-party vendors are manufacturer of hardware thus any act of omission in transaction for sale or any error shall be the liability of DISTRIBUTION PARTNER whereas any defects of manufacture shall be the liability of third-party vendor and not PromptTech.

Please note: PromptTech has the right of ownership and thus designated DISTRIBUTION PARTNER as a distributing partner has the rights through this agreement but shall not be in the capacity of PRINCIPAL AND SUB-CONTRACTOR relationship legally.

1. b) In case of software errors or updates, programming issues PromptTech shall be acting as a Principal and Distribution Partner shall be an intermediary between end-users. In case of volunteer system errors or any malfunction, terms referred in end- user agreement shall govern. PromptTech shall not entertain such defaults and thus have no liability.
2. c) In case of services( herein inclusive of web development, mobile app development, digital marketing, social media marketing, outsourcing service etc.) the legal capacity shall be governed by the proposals on case-to-case basis. The distributing partners shall be acting as the associates in distributing the products and services and PromptTech shall give entitlement and the distributing rights respectively. Any loss or error in services shall stand for indemnification on case-to-case basis.

ASSIGNMENT, This Agreement constitutes an official contract and Multiparty arrangements and shall not transfer or assign same or any part thereof without the advance written consent of PromptTech.

 DISTRIBUTION RIGHTS PromptTech hereby appoints and grants the non-exclusive and non-assignable right to distribute license or services to End users. The customers are end users who purchase the Products or services from DISTRIBUTION PARTNER or Distributors and shall have a permit or business license issued by Local Government Authorities to perform the business activities within the territory where Distributor also operates.

PromptTech Middle East Pvt Ltd hereby appoints and grants the non-exclusive and non-assignable right to distribute license or services to End users. The customers are end users who purchase the Products or services from DISTRIBUTION PARTNER or Distributors and shall have a permit or business license issued by Local Government Authorities to perform the business activities within the territory where Distributor also operates.

 PRICES The prices shall be applicable on consumers and are subject to changes anytime. Additionally, the distribution rights are with distributors therefore on case-to-case basis and proposals the prices become applicable on products and services. The additional costs and margin of distributors or associate are merely the self-profits and is not accountable to the Company in any manner.

 TERMS This Agreement shall remain in force for a term of one year commencing upon the date of this Agreement and shall be automatically renewed for successive terms of twelve months each unless written notice of non-renewal is given either of the party to each other.

At least two months prior to the scheduled expiration of the initial term or any renewal term the consent should be sought and put it in writing. PromptTech collectively holds all the rights of contract termination and extension for this agreement.

 DISTRIBUTION PARTNERS’ OBLIGATIONS

1. DISTRIBUTION PARTNER undertakes to use reasonable efforts to develop and maximize the sale OR distribution of the Products in the place of registration of business by person in such potential geography or territories respectively. Distributor( herein associates) will adopt the necessary measures in order to consolidate, keep and increase the influence of Products in the market with the prior permissions and in terms of the agreement by PromptTech.
   
2. you shall purchase and promote the sale of Products subject to PromptTech’s governing terms.
3. You accept to sell the products in packed or packaged form and carrying those labels as existing thereon and not to alter the Products, their package or presentation, or mislead in the name of PromptTech.
4. You and all individual, directly or indirectly related to it, commit themselves to keep totally confidential all the technical information including specifications, Industrial and Intellectual Property registrations and Know-how provided by PromptTech and shall restrict to only sales and point of contacts among consumers with regards to the provisions of the present agreement.
5. You shall be obligated to request from its employees having access, either totally or partially, to such documentation the same degree of discretion and complete and full confidentiality. The obligations of confidentiality and secret mean that you will not be entitled to use that information once the agreement has finalized.
6. You hereby fully aware of the fact that to disclose confidential information provided by PromptTech, will implicitly be considered as a misconduct whether intentionally or unintentionally and PromptTech shall be entitled to exercise legal actions regarding the damages caused by the disclosure of that information if any.
7. You shall furnish every month sales report, showing customer name, location and unit price and total quantity shipped.

Please note that the audit of reports can be asked by the authority anytime therefore maintaining of record is an explicit responsibility of DISTRIBUTION PARTNER towards PromptTech. Failing which managerial actions and cancellation of Associate membership shall be processed with immediate effect.

PROMPTTECH’S OBLIGATION
6.1 We undertake that we shall permit to supply or arrange the products to DISTRIBUTION PARTNER which are suitable for trade as per this agreement.

6.2 We shall provide DISTRIBUTION PARTNER with advice in connection with the marketing and sale of Products and particularly we shall provide or arrange calls as regards purposely for guidance and support.

6.3 We shall notify the DISTRIBUTION PARTNER about the conclusion or discontinuance of sale of any product or the marketing of a new Product as and when required.

6.4 We shall provide DISTRIBUTION PARTNER with reasonable marketing and technical information of PromptTech’s products, such as brochures, instructional material, and other printed matter, as well as advice on the preparation and implementation of promotion programs for the Products whenever necessary.

6.5 The pricing for certain products or services will be either communicated to the Partner time to time by PromptTech or will be displayed in the associate portal, however some of the project price will be decided cases to case basis and subjected to the PromptTech exclusively

DISCLAMIERS AND CONDITIONS

7.1 PromptTech makes no representations or warranties of any kind with respect to the Program and any Products, and the Program and Products are provided to Distribution Partner or distributors “as is.” PromptTech hereby disclaims all representations and warranties, express or implied, as to the program, products or services provided by PromptTech, including, but not limited to, any implied warranty of noninfringement, merchantability, or fitness for a particular purpose. Except as provided in the product end user license agreement(s) and or case to case proposals.

7.2 PromptTech shall not be liable for any damage, loss, cost or expense. The defects pertaining to hardware shall exclusively be the local point of contact whereas the compensation and liability shall be vested with the third-party vendors and PromptTech shall not bear any such costs and be in the capacity of indemnification. Adding on, If the errors persist with respect to our Software related services or any fault or miscommunication for other digital or social services in that case PromptTech and concerned Associate shall in equity bear the compensation and provide you further assistance assistances.

Please note PromptTech shall undertake the responsibility in case of omission or errors with software products which are provided by PromptTech Middle east Pvt Ltd. PromptTech shall here provide customer support directly to the customer with the prior information report by the associate to us subject to proper procedures and terms of the agreement. PromptTech shall provide the solutions and modifications to solve the errors therefore it impliedly gives PromptTech the privacy access of the customers or as the case may be.

Therefore, it is hereby declared conditioned to above terms that DISTRIBUTION PARTNER shall indemnify and hold PromptTech harmless including its members and the directors, officers and sub-contractors of each from and against any and all losses incurred by it arising out of or resulting from any misrepresentations, breach of any warranty, or the non-fulfilment of any obligation of Distribution or any of its subcontractors under this Agreement or in connection with the transaction contemplated hereby.

TERMINATION
8.1 Either party may terminate this agreement at any time if the other party defaults in the performance of any material term or condition of this agreement to be performed by it and such default is not cured within THIRTY days after notice in prior writing is given to the default party. Such termination will be effective at the expiration of such ninety 30 days as period.

8.2 Either party may terminate this Agreement if any proceedings in bankruptcy or misconduct, default or due payments, lack of records or reorganization of, or the appointment of a receiver or person in connection to associates or company are found to be in capacitance and would apprehend or intentionally may breach the user terms, association or any other proceedings under hereto, in connection with terms of this agreement. In this the said party shall prior with consensus , and no dues, default debtors shall in writing give away powers, vacate and cancel the memberships. Certain proceedings may attract the legal proceeding not exceeding to 90 days of period from the date of serving of notice in the name of Prompt Tech with said jurisdiction duly.

8.3 Upon expiration or termination of this agreement, the parties’ liabilities shall be in continuation and the liability clauses will be revived on case-to-case basis in case of default against customer and PromptTech  and its subsidiaries declares that it will not step in and indemnify if the faults are by the existing Distribution Partner or distributors respectively or in case of such termination in near future under this agreement. Each of the parties shall equally intends to survive any termination or expiration and any rights, liabilities, duties, or obligations which arose prior to such termination or expiration also.

8.4 DISTRIBUTION PARTNER specifically disclaims and waives any claims for compensation or other payment from the PromptTech by reason of third-party Distributor’s or DISTRIBUTION PARTNER in promoting, marketing, distributing and selling the products or any benefits allegedly accruing PromptTech due to such activities including, without limitation, those based on unfair enrichment or appropriation of goodwill or clientele.

8.5 The relationship between the parties established by this Agreement shall be solely that of vendor and vendee and all rights and powers not expressly granted to the associate are expressly reserved to PromptTech Middle East Pvt Ltd. The associate shall have no right, power or authority in any way to bind PromptTech for the fulfilment of any condition not herein contained, or to any contract or obligation, expressed or implied.

INTELLECTUAL RIGHTS ( TRADEMARKS, LOGOS, PATENTS)
9.1 PromptTech Middle East Pvt Ltd, hereby grants to you a limited right-to-use license (the "License") for certain PromptTech trademarks and logos (the "Logos") for the duration of the Agreement as described herein, and under the following terms and conditions:

a)This License is granted for the benefit of PromptTech’s associate and others with a legitimate intent to advertise and distribute PromptTech’s Product or services.

1. b) You may not, under any circumstances, alter the appearance of the Logos, either by alteration, size, colour or combination with any other logo other than agreed initially, Breach of this section will be grounds for immediate termination of this agreement as well as License and any other legal remedies PromptTech may deem appropriate in this regard
2. c) PromptTech Middle East Pvt Ltd. develops its software set products and therefore are subjected to patenting and registration duly. Any form of piracy, copy, alteration which may impact repute and system of working in the name of PromptTech shall be a sole revocation of license with immediate effect and additionally PromptTech may in capacity of loss seek compensation for such errors or losses.

9.2 Distribution Partners hereby acknowledge that any part of services or name, product , software is subject to intellectual protection and shall attract legal actions against associates in cases of misrepresentation, logo copying, piracy, software system alterations, name and design alteration of the Promptech’s logo, trademark or any similar business association in the name of our Company in other local territories.

9.3 In case of any legal proceeding in connection with IP rights of PromptTech they shall communicate in writing or through registered e-mail and or post query to the below address to set forth Notices and communications to PromptTech and it shall be duly communicated at:

PromptTech MiddleEast Pvt Ltd

Module 315 ,floor 3, Nila Building ,

Technopark Trivandrum , Kerala, India.

Please note for all other communications shall make PromptTech Middle East Pvt Ltd holder with all the right of ownership and thus shall entertain all such legal matters vide notices or e-mails respectively.

GENERAL:

1. Distributor shall at all times during the term of the Agreement meet the criteria listed in the Agreement or be subject to removal from the program upon sole discretion of PROMPTTECH MIDDLE EAST PVT LTD.
2. Pricing and business strategy shall be exclusive power or authority with PromptTech and thus shall have all the rights to do any modification on its product pricing and business strategy during the time of this agreement with or without any prior notice.
3. Associate and or distributor may not sell, transfer or assign this Agreement, in whole or in part, or any of the rights hereunder, unless distributor obtains the prior written consent of the company.
4. If a court of jurisdiction declares any provision of this Agreement invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. DISTRIBUTION PARTNER shall be solely responsible for the conduct, direction and operation of its business activities of its employees, subcontractors and the performance of its obligations.
5. LEGAL JURISDICTION PromptTech Middle East Pvt Ltd reserves all the legal and business Right and thus the Court of Jurisdiction is solely with India in the jurisdiction where the business is carried. Wherein further the subsidiaries of the company may step in as legal entity for client resolutions as and when required for the claims based on nature of dispute. The final decisions and claims shall be stamped in the name of PromptTech Middle East Pvt Ltd and under Indian Jurisdiction respectively.

 

6. Distributor should act as first point of contacts to their customers and it is the responsibility of you to provide necessary training and support to the customers to use the software’s, product or services of PromptTech. Customer support from PromptTech shall be governed by PromptTech Middle East Pvt Ltd or its subsidiaries may step for technical errors , omissions, software faults or service delay or any other services related issues
7. Nothing contained herein shall be deemed or construed as creating a joint venture or partnership between PromptTech and associate or distributor. Neither PromptTech nor Distributor is authorized, by virtue of this Agreement, as a sub-contractor or other representative of the other, or to make any commitments or representations of any kind on behalf of the other.
8. Distribution Partner and or distributors acknowledge that PromptTech makes no claim on your behalf as to the quality of the products or services Distributor offers or the product which are procured through third-party vendors.

 FORCE MAJEURE, Neither party hereto shall be liable for the failure to perform any of its obligations under this Agreement, with the exception of Distributors payment obligations, if such failure is caused by the occurrence of any event beyond the reasonable control of such party, including without limitation fire, flood, strikes and other industrial disturbances, failure of transport, accidents, wars, riots, insurrections, or acts of God.

 COMPLIANCE, Distributor agrees, represents, and warrants that it and its sub-contractors, subcontractors, and employees shall comply with all applicable federal, state or country, and local laws, in the performance of the Agreement, including the procurement of license, permits to act based on this agreement. Distributors also agrees to indemnify and hold harmless PromptTech from and against all claims that may be sustained by PromptTech from Distributors failure to comply with such laws.

It is hereby agreed upon by you that you bind yourself with PromptTech  Middle East Pvt Ltd with the above-mentioned terms and conditions impliedly by singing up this agreement.