Partnership Program – Terms and Conditions
1. Introduction
These Terms and Conditions (“Agreement”) govern your participation in the GoCode Pte Ltd Reseller Partnership Program. By participating, you acknowledge acceptance of these terms and agree to be legally bound.
For the purposes of this agreement and any related documents, “GOCODE CLOUD” shall mean GOCODE PTE. LTD., including but not limited to all its products, services, and offerings provided to us. This definition expressly includes HyperGo and any other existing or future products, services, platforms, or solutions that may be developed, launched, or offered by GOCODE PTE. LTD. Unless otherwise specified, all references to “GOCODE” or “GOCODE CLOUD” shall be interpreted in this manner throughout this document and any associated agreements.
2. Eligibility and Registration
Eligibility is limited to legally registered entities with a valid UEN. Submission of false or misleading information may result in termination of this Agreement.
3. Appointment and Scope of Rights
Non-Exclusive Appointment: GoCode Pte Ltd (“GoCode”) grants the Reseller a non-exclusive, non-transferable license to market and sell HyperGo globally.
Geographical Scope: The Reseller may sell HyperGo worldwide.
Client Obligations: The Reseller is responsible for providing first-level support and ensuring compliance with local laws in its sales territories.
4. Fees, Payments, and Taxes
License Fee: USD $250,000 per client (one-time perpetual license).
Annual Support Fee: USD $40,000 per client for technical support and software updates.
Payment Terms: All payments are due within thirty (30) days from the invoice date. Late payments incur a penalty of 1.5% per month.
Taxes: All fees are exclusive of applicable taxes, which are the Reseller’s responsibility.
5. Confidentiality and Data Protection
Both parties must maintain the confidentiality of proprietary information. The Reseller must adhere to Singapore’s Personal Data Protection Act (PDPA) regarding customer data.
6. Intellectual Property Rights
GoCode retains full ownership of HyperGo and related intellectual property. The Reseller receives a limited, non-exclusive right to market and distribute the product.
7. Termination and Effects
Termination for Convenience: Either party may terminate with thirty (30) days’ written notice.
Termination for Cause: Immediate termination is permissible for material breaches.
Post-Termination: The Reseller must cease all marketing and sales of HyperGo and return confidential information.
8. Governing Law and Dispute Resolution
This Agreement shall be governed by and interpreted in accordance with the laws of Singapore.
Disputes shall be resolved by arbitration under the rules of the Singapore International Arbitration Centre (SIAC). The arbitration seat shall be Singapore.
9. Amendments and Notices
Amendments: GoCode reserves the right to modify these Terms and Conditions, with updates taking effect immediately upon publication.
Notices: All notices must be delivered in writing to the addresses provided by both parties.
10. Limitation of Liability
Neither party shall be liable for indirect, incidental, or consequential damages. GoCode’s liability for any claim arising under this Agreement is capped at the total fees paid by the Reseller in the twelve (12) months preceding the claim.
11. Entire Agreement
This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements.
By participating in the Reseller Partnership Program, you agree to these Terms and Conditions.
