PARTNERSHIP AGREEMENT

This Partnership Agreement (hereinafter referred to as the "Agreement") shall be construed as the Agreement between:

Viindoo Technology Joint Stock Company (Viindoo), with:

  • International Trading Name: Viindoo Technology Joint Stock Company; 
  • Head office located in: 6th floor, Tayo Building, No. 97 Bach Dang Street, Ha Ly Ward, Hong Bang District, Hai Phong City, Vietnam ;
  • Business Code: 0201994665 - Authorized by Haiphong Department of Planning and Investment

And ____________ Company, with head office located in ____________ (hereinafter referred to as "Partner").

Viindoo and the Partner are referred to individually as the "Party" and collectively as the "Two Parties".

Article 1. General Definition

  1. Two parties: Viindoo and Partner
  2. OPL-1: Odoo Exclusive Ownership License
  3. Viindoo Addons: https://github.com/Viindoo/tvtmaaddons
  4. Viindoo Enterprise: https://github.com/Viindoo/erponline-enterprise

Article 2. Purpose

The purpose of this agreement is to set out the conditions for Viindoo to provide services to Partner: Access to Viindoo software (Viindoo Addons and Viindoo Enterprise); Rights to resell Viindoo products, services, and solutions (hereinafter referred to as “Products”) and accordingly, the two Parties comply with the obligations set out below: 

  • Viindoo assents Partner to promote and sell Viindoo Products to end customers.
  • Partner commits to make the best effort to sell Viindoo Products to end customers. To support that, Viindoo offers and provides Partner with training programs, sales documentation, sales systems, consulting & implementation consulting tools, and free limited-time Saas Instances. 
  • Customers can sell Products under their brand. 

Article 3. Agreement Term

The term of this Agreement shall be one (01) year commencing on the Signing Date. The Agreement shall thereafter be automatically renewed unless Viindoo or Partner gives to the other party a thirty (30) days written notice to terminate the Agreement prior to the next expiration date.

Article 4. Access to Viindoo Software

1. Access to Viindoo source code

To help Partner promote Products, Viindoo grants Partner access to the source code repository for all Viindoo applications (Viindoo Addons and Viindoo Enterprise) on Github.com with the restrictions in Section 2 of this Article. 

2. Restrictions

Viindoo Software and linked files (hereinafter referred to as “Software") may only be used (enforced, modified, enforced after modification) if Partner has purchased a valid license from Odoo/Viindoo - usually through the Odoo/Viindoo Application, or if Partner has received a written agreement from Viindoo. 

Partner can develop Odoo/Viindoo modules that use the Software as a library (usually depending on it, importing it, and using its resources) but do not copy any source code or documentation from the Software. Partner may distribute such modules under the license of Partner's choice, provided that the license is compatible with the terms of the Odoo Exclusive License (e.g. LGPL, GPL-1, MIT, or other similar exclusive licenses).

It is not permitted to publish, distribute, sub-license, or sell (modified) copies of the Software. 

This copyright notice and permission notice must be included in all copies or important parts of the Software. 

Article 5. Right to resell Viindoo Products

Partner can resell Viindoo Products including Viindoo Saas and Viindoo Apps. Other services will be agreed upon each case.

Article 6. Partner Level

Viindoo Partnership Program consists of 4 level: Standard, Bronze, Silver, Gold.

  • "Standard Partner" is for organizations or individuals who aim to distribute Viindoo Products, "Standard Partner" is only entitled to sell products under Viindoo brand. "Standard Partner" only needs to register as Standard partners without paying membership fees.
  • Bronze Partner, Silver Partner, and Gold Partner are for legal entities who have experience in implementation and want visibility in the "Bronze", "Silver" or "Gold" areas on the Viindoo.com/Erponline.vn website. 
  • Bronze Partner, Silver Partner, and Gold Partner are permitted to sell Viindoo products under their brand.

Partnership Level granted to Partner depends on the annual new Odoo Saas revenue generated (by User) and Retention Rate (the ratio between the number of Users with existing retention contracts and the number of Users with Viindoo Saas contracts that have been active at some point in the last 12 months). Renewals of existing contracts do not count towards the number of Users Sold, but Partner still receives a commission on these contracts.

Standard Bronze Silver Gold
Requirement




New users / year
- 40 users 70 users 100 users
Retention Rate
- 60% 70% 80%

Partner's Partnership Level will be evaluated every three months by Viindoo. If the two requirements above are satisfied, the partnership level will be upgraded without any additional upgrade fees until the end of the agreement period.

Article 7. Benefits

Details of the benefits for each Partnership level are described in the table below: 

Standard Bronze Silver Gold
Recognition




Visibility on viindoo.com / erponline.vn 
Bronze Partner Silver Partner Gold Partner
Right to use Viindoo/ERPOnline trademark



Training Benefits



Training on Viindoo Solutions
8 hours 15 hours 30 hours
Technical Training
8 hours
15 hours
30 hours
Sales Training and Assistance
8 hours
15 hours
30 hours
Sales Benefits




Commission on Viindoo SaaS 
5% 10% 15% 20%
Commission on Viindoo Apps
5% 10% 15% 20%
Free One-year Limited Instances

5 15 25
Sales System




Sales Support Toolkit (if any)




Consulting & Implementation Toolkit




Resources Access




Access to Viindoo Addons source code





Access to Viindoo Enterprise source code





Viindoo Online Training Documentation





Viindoo Forum





Article 8. Partner Recognition

Viindoo will promote Bronze, Silver and Gold Partners on the Partners List on viindoo.com and erponline.vn

Viindoo grants Partner, on a non-exclusive basis, the right to use and reproduce the Viindoo Partner logo of the corresponding partnership level concerning this Partnership Agreement.

Article 9. Training Benefits

Depending on the Partnership level, Partner has access to Viindoo's Online Training Program for the duration of this Agreement. Viindoo's Online Training Program is an online e-platform containing a set of technical and functional training documentations, to help Partner acquire and leverage Odoo/Viindoo knowledge, grow business, attract more customers and build brand awareness.

Partner has the right to be trained with the hours specified in Article 7 depending on the Partnership level.

Partner also has option to purchase support services or training by subscribing to a Functional Training or Technical Training Package on viindoo.com, for an extra fee.

Article 10. Commissions

1. Products are sold under Viindoo brand

For Viindoo services sold through Partner, as long as Partner maintains a contractual relationship with the corresponding customers, Partner shall receive a commission according to Article 7, depending on Partnership Level.

Once a month, Partner will receive a Purchase Order with the value calculated according to the following formula:

Purchase Order Value = (Total subscription value last month) x (% Commission by Partnership level)

Based on this Purchase Order, Partner shall invoice Viindoo and will be paid within 15 days upon receipt of the invoice.

Commission on Viindoo Apps will be paid separately.

2. Products are sold under Partner's brand

Every month, Partner tops up the wallet on Viindoo system an estimated amount of 70% of the total subscription value per month according to the contract or deposit any amount - as long as that amount ensures the automatic payment to Viindoo before the 10th of every month to maintain the service.

Once a month, Partner will receive a Purchase Order with the value calculated according to the following formula:

Purchase Order Value = (Total subscription value last month) x (% Commission by Partnership level)

Based on this Order, Viindoo system will automatically deduct money in Partner's wallet and send the invoice immediately. In case the remaining amount on Partner's wallet is not enough, Partner will receive an email request for additional top-up within 15 days. After 15 days, if payment has not been received, Viindoo system will automatically suspend the Partner's account.

Article 11. Partnership Fee

Partner agrees to pay the Partnership Annual Fee upon receipt of the annual invoice sent by Viindoo. Details of the fee are as shown in the table below: 

Partnership Level Partnership Fee (USD/year)
Gold 1.800
Silver 1.800
Bronze 1.800

Partner acknowledges that the Partnership fee is non-refundable.

Article 12. Termination

If either Party fails to fulfill any of its obligations arising herein, and if such a breach has not been remedied within 30 days from the written notice of such breach, this Agreement may be terminated immediately by the non-breaching Party.

Surviving Provisions: Section 2 Article 4, Article 13 will remain in effect after the termination or expiration of this Agreement.

On expiration or termination of this Agreement, Partner shall not continue to use the Viindoo Partner Document and Logo or have any complaint about the Partnership Agreement with Viindoo; Partner shall comply with the obligations within the notice period before termination; Partners may not use Viindoo's source code for development, test or production purposes.

Article 13. Liability and Indemnities

To the maximum extent permitted by law, Viindoo is liable for direct damages proved only.

In no event shall Viindoo be liable for any indirect damages or any other reason.

Partner acknowledges that there is no guarantee or assurances that any investment made in the execution of this Agreement will be revoked or profitable.

Article 14. Brand Image

"Viindoo" trademark (including Name, visual symbols and logos) is the exclusive property of Viindoo.

Viindoo authorizes Partner to use the "Viindoo" trademark to promote their products and services, to the scope of this agreement only, on the condition that:

  • Partner does not use the word “Viindoo” in their company name, product name, domain name, and does not register any trademarks that include it.
  • Neither party (Viindoo and Partner) damages the brand image and reputation of the other party, in any way whatsoever, in the performance of this Agreement.

Non-compliance with the provisions of this article shall be a cause for termination of this Agreement.

Article 15. Publicity

Partner grants Viindoo the non-exclusive right to use Partner’s name or trademarks in press releases, advertisements, or other public announcements.

In particular, Partner accepts to be mentioned in the official list of Viindoo Partners on   viindoo.com or erponline.vn. Partner’s logo and trademarks are used for this purpose only.

Article 16. No Soliciting or Hiring

Except where the other Party gives its consent in writing, the two Parties agree not to solicit or offer employment to any employee of the other Party who is involved in performing or using the Services under this Agreement, for the duration of the Agreement and a period of 12 months from the date of termination or expiration of this Agreement. In case of any breach of the conditions of this section that leads to the termination of the mentioned employee toward that end, the breaching Party agrees to pay the other Party an amount of VND 500,000,000 (Five hundred million VND).

Article 17. General Commitment

The two Parties undertake to comply with the terms stated in this Agreement. If either Party breaches, that Party must be fully responsible to compensate for any loss caused by that Party.

During the implementation of this Agreement, if any problems arise, Parties must notify each other and actively settle on the basis of negotiation, conciliation, equality, and mutual benefit. If cannot be resolved by mediation methods, the dispute will be settled at the People's Court of Hai Phong City.

The conditions not specified in this Agreement shall comply with the current provisions of the laws of the Socialist Republic of Vietnam.

Article 18. Agreement Validity

This Agreement takes effect from the date of full signatures by the competent persons of both parties.

The Agreement is made in two (02) copies of equal legal validity, each party holds one (01) copy.

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