Terms and Conditions

1. General Terms and Conditions

All contractual relationships between Ksoftcode LLC and the Partner shall be governed by these general terms and conditions.


1.1. Definitions

The following terms and expressions shall, whenever used in the Agreement, have the following meanings:

  • Agreement: As amended from time to time, the signed Channel Partner Agreement document to which this Terms and Conditions is part.

  • Partner: The Channel Partner signing this Agreement.

  • Licensor/Publisher/Supplier: (i) The manufacturer of the software provided, (ii) the company being the Partner’s counterpart in the software license agreement, and/or (iii) the company to which Ksoftcode LLC reports the Partner’s License Use and (if applicable) pays license fees on behalf of.

  • License Use: Licensor/Publisher/Supplier use rights of licensed products.

  • Territory: The countries and regions where the Partner is allowed to sell and transact as per local regulations. This agreement does not limit the Partner to sell or transact in any country unless explicitly mentioned.

  • Third-Party Products: Products or services provided by the Licensor/Publisher/Supplier under this Agreement.

  • End User/End-Customer: The individual and/or organization that uses the Product after it has been fully developed, deployed, and configured.

  • Cap: The total monthly volume of services the Partner is permitted to use, as further defined in Clause 3.

  • Barrier: Defined as described in section 2.3.1 below.

  • Deposit Amount: As defined in Clause 2.3.3.


1.2. Licensing Programs Support

Ksoftcode LLC shall be available for general questions via telephone, email, and/or chat through the designated channels regarding Licensor/Publisher/Supplier Products.


1.3. Term and Termination

If one party breaches this Agreement, the other party may terminate the Agreement upon thirty (30) days' notice by serving the breaching party a written notice including a description of the breach, or the option to rectify. If the breach is rectified within thirty (30) days to satisfaction, the Agreement shall continue in full force. Otherwise, the Licensing Agreements covered by this Agreement shall terminate.

Either party may terminate this Agreement with immediate effect if the other part files or intends to file for reconstruction or bankruptcy or is declared bankrupt:

  • In case the Partner declare bankruptcy, Ksoftcode is willing to help moving the current end- customer(s) to another partner in agreement with the Partner

  • In case Ksoftcode declare bankruptcy, Ksoftcode will work with the partner to move their existing agreements to another reseller/distributor/aggregator in agreement with the

If the Partner (i) repeatedly fails to report License Use timely to Ksoftcode, (ii) repeatedly obviously reports (or instructs Ksoftcode to report) incorrect License Use to Ksoftcode, or (iii) is in more than fourteen (21) days delayed with the payment of an invoice (or a part thereof), then that shall be deemed a material breach of this Agreement, which entitles Ksoftcode to terminate the Agreement forthwith.


1.4. Confidentiality

The Partner agrees to keep, and to ensure that all such information is kept, strictly confidential, regardless of its form or medium (whether disclosed orally or in writing, before or after the execution of this Agreement), any information designated as confidential by Ksoftcode, along with all other information relating to the business, affairs, products, Intellectual Property Rights, developments, trade secrets, personnel, subcontractors, partners, and suppliers, including the terms of this Agreement, or any other information that may reasonably be regarded as confidential (“Confidential Information”).

Ksoftcode acts as the processor of such data and agrees not to process personal data for any purpose or in any manner other than strictly in accordance with this Agreement and the Partner’s instructions. The Partner acknowledges that, within the scope of this Agreement, Ksoftcode may disclose personal data to the Licensor, Publisher, or Supplier without requiring additional written consent from the Partner.

Should Ksoftcode receive a request from any authority or third party concerning the existence or specifics of personal data for which the Partner or any entity within the Partner Group acts as the data controller, Ksoftcode shall refrain from disclosing any such information and, instead, promptly relay the request to the Partner without unnecessary delay.


1.5. Payment


1.5.1 Payment Terms

Ksoftcode reserves the right to assign its payment entitlements under this Agreement to a factoring company, local agent, or collection agency.

The Partner is not permitted to withhold payment or apply any deductions, including but not limited to returns, credit notes, price adjustments, billing discrepancies, handling fees, penalties imposed by the Partner, or any other claims or charges.

Ksoftcode may modify credit or payment terms for outstanding orders if the Partner’s financial status, payment history, or relationship with Ksoftcode justifies such a change.


1.5.2 Late Payment

It is crucial that the Partner settles all invoices by or before the due date. Any late payment may incur a penalty of 1.5% of the outstanding amount for the period in question as a late payment fee.

If any portion of an invoice remains unpaid, Ksoftcode reserves the right to report zero (0) license usage to the Licensor, Publisher, or Supplier and/or to suspend further license usage until the Partner has fully cleared the outstanding balance, including accrued interest.


1.6. Force Majeure

If, and to the extent that, either party’s performance of any of its obligations under this Agreement is prevented, hindered, or delayed by lightning, labor disputes, fire, changes in regulations issued by governmental authorities, actions by authorities, flood, earthquake, acts of nature, acts of war, terrorism, riots, civil disorder, rebellion, revolution, or any other cause beyond the reasonable control of such party, the non-performing party shall be excused from performing the affected obligations for the duration of the Force Majeure event.

The party whose performance is prevented, hindered, or delayed by a Force Majeure event shall promptly notify the other party of the occurrence of such event, providing a reasonably detailed description of its nature. The non-performing party shall, however, remain obligated to take all reasonable steps to mitigate the effects of the Force Majeure event. If a party’s obligations under this Agreement are materially prevented for a period exceeding three (3) months due to a Force Majeure event, either party shall have the right to terminate this Agreement by providing written notice to the other party.

In the event that a Force Majeure occurrence only partially impairs a party’s ability to perform its obligations under this Agreement, the party shall remain fully responsible for the performance of all obligations that are not impacted by the Force Majeure event.


1.7. Miscellaneous

All notices and communications required under this Agreement must be in writing and will be considered duly given if delivered by messenger or sent via email to the email address provided by the receiving party.

No consent or waiver, whether explicit or implied, granted by either party concerning any breach or default by the other in fulfilling its obligations under this Agreement, shall be interpreted as a waiver or consent for any subsequent breach or default of the same or any other obligation. Any failure by one party to act on a default shall not be considered a waiver of its rights under this Agreement.

No waiver of any rights under this Agreement will be valid unless it is in writing and signed by the party granting such waiver.

The section headings in this Agreement are provided for convenience only and shall not influence the interpretation of the terms or provisions.

The Partner must immediately notify Ksoftcode upon becoming aware of any circumstances that may require an adjustment to the timeline for Ksoftcode’s performance or delivery.

To the fullest extent permitted by law, all conditions and warranties that can legally be excluded are hereby expressly excluded. Ksoftcode provides no express conditions or warranties other than those specifically outlined in this Agreement.

Ksoftcode reserves the right to amend these general terms and conditions to reflect changes or updates from the Licensor, Publisher, or Supplier, or if Ksoftcode has reasonable justification for such modifications. If the Partner disagrees with these amendments, the Partner may terminate the Agreement in accordance with Section 1.3. However, the Partner remains obligated to pay all outstanding amounts due up to the date of termination.


1.8. Dispute Resolution

This Agreement shall be governed by the substantive laws of the jurisdiction where the Ksoftcode affiliate, party to this Agreement, has its principal place of business, without regard to any principles of choice or conflict of laws. Any disputes arising from or related to this Agreement shall be exclusively resolved by the ordinary courts of the jurisdiction where the Ksoftcode affiliate has its principal place of business. However, Ksoftcode reserves the right, at its discretion, to initiate legal proceedings for debt collection in the jurisdiction where the Partner is located


1.9. License use reporting

The Partner must always remain mindful of its reporting obligations. By submitting reports to Ksoftcode via the CloudIQ © portal through proper service provisioning, the Partner certifies that the information provided is accurate and complete to the best of its knowledge.

Ksoftcode will verify the service provisioning and reported usage for all subscriptions and online services submitted by the Partner. However, the Partner acknowledges that Ksoftcode lacks the ability to continuously monitor the Partner’s License Use. Ksoftcode’s verification and reporting to the Licensor will typically rely solely on the Partner’s submitted reports. Therefore, the Partner recognizes that accurate reporting of its License Use is critically important.

Ksoftcode will make commercially reasonable efforts to assist the Partner in correcting any reporting errors.

The preceding paragraphs do not exempt the Partner from fully reimbursing Ksoftcode for any claims made by the Licensor if the Partner’s actual License Use exceeds the reported usage submitted to the Licensor for any subscriptions and/or online services.


Last Revised: January 20, 2024