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ProcessMind Partner Agreement (PPA)

ProcessMind Partner Agreement (PPA)
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ProcessMind Partner Agreement (PPA)

This ProcessMind Partner Agreement (“PPA”) is entered into by and between the Customer identified below as the Partner (“Partner”) and ProcessMind B.V. (“ProcessMind”). This PPA incorporates by reference the ProcessMind Customer Agreement (“PCA”), the Data Processing Addendum (“DPA”), and all referenced policies (“Policies”). Capitalized terms not defined herein have the meaning given in the PCA. This PPA specializes and supplements the PCA for Partners that deliver consulting and managed services using the ProcessMind SaaS (“Platform”) and that may resell access to End Clients within the Partner’s Organization.

1. Parties and Contacts

  • ProcessMind B.V. (“ProcessMind”), Willem Sandbergstraat 33, 7425RC Deventer, The Netherlands, KvK 92890598, VAT NL866207144B01. Contact: Christiaan Esmeijers, CEO. Email: legal@processmind.com
  • Service Partner (“Partner”), registered office: [Insert Address]
    • Commercial Contact: [Insert Name], Email: [Insert Email], Phone: [Insert Phone]
    • Billing Contact: [Insert Name], Email: [Insert Email]
    • Notices Contact: [Insert Name/Dept], Email: [Insert Email], Address: [Insert Address]

2. Term and Termination

  • Effective Date: Date of last signature or online acceptance.
  • Term: Month-to-month unless a longer prepaid term is selected at checkout.
  • Cancellation: Either party may terminate for convenience with 30 days’ written notice. Fees already paid are non-refundable except as required by law.
  • Suspension/termination for cause: ProcessMind may suspend or terminate for non-payment, material breach, or violations of the PCA/Policies.

3. Definitions (for this PPA)

  • Organization: The single ProcessMind organization provisioned to Partner.
  • Tenant: A logically segregated workPPAce within the Platform under Partner’s Organization, typically created for an End Client.
  • End Client: A client of Partner to whom Partner provides consulting/managed services and to whom Partner may grant access to the Platform within Partner’s Organization/Tenants.
  • Managed Services: Services delivered by Partner that use the Platform, including configuration, advisory, and ongoing administration.
  • User: Any individual authorized by Partner or End Client to access the Platform within Partner’s Organization or Tenants, including employees, contractors, and End Client Users.

4. Order Details; Scope of Use

ProcessMind grants Partner a non-exclusive, non-transferable right to access and use the Platform during the Subscription Term, subject to the PCA, this PPA, and Policies.

Use authorizations

  • Partner may:
    • Use the Platform to deliver consulting/managed services.
    • Create Tenants for End Clients and grant End Client Users access within those Tenants.
    • Resell access to the Platform only as embedded in Partner’s services and only within Partner’s Organization/Tenants. No standalone sublicensing or redistribution outside Partner’s Organization.
  • Seat management: Partner may reassign User seats at will.
  • Capacity: Partner can buy subscriptions, user seats, tenants, storage, and add-ons as needed via the ProcessMind console. Fair use and technical limits apply per Policies.
  • Technical limits: Fair use, API, and rate limits apply per Policies. ProcessMind may throttle or require plan adjustments for sustained excess usage.

5. Pricing; Invoicing; Payment; Taxes

  • Discount: Partner receives 20% off ProcessMind’s then-current public list prices for subscriptions and platform add-ons purchased for use within Partner’s Organization. Discounts are applied at checkout and cannot be applied after purchase.
  • Exclusions: Discount does not apply to taxes, third-party fees, or any separately quoted professional services unless expressly stated.
  • Price changes: ProcessMind may update list prices at any time; the 20% discount still applies to the updated list prices.
  • Partner sets End Client pricing: Partner contracts and bills End Clients directly and remains responsible for all fees owed to ProcessMind.

6. Ordering, Payment and Invoices (In Platform Payments Only)

  • Payment method: All fees are paid using the in Platform payment system. Partner authorizes recurring charges for subscriptions, renewals, and metered/overage charges.
  • Billing cycle: Monthly in advance for monthly terms, or annually in advance for annual terms selected at checkout; usage-based/overage charges are billed in arrears.
  • Taxes: Fees are exclusive of VAT and other taxes. Partner is responsible for applicable taxes (excluding taxes on ProcessMind’s net income). If required, amounts will be grossed up for withholding.
  • Failed payments/chargebacks: Failure to maintain a valid payment method or chargebacks may result in immediate suspension. Bank/card fees related to disputes are Partner’s responsibility.
  • Invoices: Invoices are generated within the Platform and made available to Partner. Partner is responsible for reviewing invoices and notifying ProcessMind of any discrepancies within 30 days. Partner is responsible for keeping billing information up to date in the Platform.

6. Special Partner Terms (supplement to PCA)

6.1 Resale and Flow-Down

  • Authorization: Partner may grant End Clients and their Users access solely within Partner’s Organization/Tenants to enable Partner’s services. No sub-resale or appointment of sub-Partners without ProcessMind’s prior written consent.
  • Flow-down: Partner will bind End Clients to terms no less protective of ProcessMind than the PCA and this PPA regarding acceptable use, IP, confidentiality, security, restrictions, and data protection. Partner remains primarily responsible for End Client and user acts and omissions.
  • No agency: Partner is an independent contractor and has no authority to bind ProcessMind or make commitments about the Platform beyond what the PCA/Policies state. Partner will not make warranties or service-level commitments on ProcessMind’s behalf.

6.2 Support, Training, and Onboarding

  • First-line support: Partner provides first-line support to End Clients. ProcessMind provides support to Partner per the PCA/Policies for the Premium Tier.
  • Support to Partner: Included per PCA/Policies for the selected tier. No separate SLA beyond what is in the PCA/Policies.
  • Admin contacts: Partner will designate up to 2 authorized admin contacts for escalations.

6.3 Service Levels and Credits

  • Availability target: 99.9% monthly uptime for production Platform, excluding scheduled maintenance with notice per Policies, force majeure, Partner-caused issues, and internet/third-party network failures outside ProcessMind’s control.

6.4 Data Protection and Roles

  • Roles: As between ProcessMind and Partner, Partner is the controller (or processor acting on behalf of its End Clients) of Customer Personal Data; ProcessMind is processor (or sub-processor, as applicable) under the DPA.
  • Authority: Where an End Client is the controller, Partner represents and warrants it has all necessary authority from the End Client to engage ProcessMind as processor/sub-processor and to provide the DPA flow-downs and international transfer mechanisms.
  • Subprocessors and security: As described in the DPA and Policies. Data export/deletion timelines follow the PCA/DPA.
  • Regionality: Data location, transfers, and regional features are per the PCA/DPA and Policies.

6.5 Branding, White Labeling, and Publicity

  • White labeling: Partner may use in-product branding features to apply Partner marks consistent with options provided. Required ProcessMind notices/system identifiers may not be removed where necessary for support and compliance. Partner must not misrepresent the Platform as developed by Partner.
  • Use of marks: Each party grants the other a limited, revocable, non-transferable right to use name and logo for identification of the partnership in websites, sales decks, and marketing. On written request, ProcessMind will cease new uses within 5 business days and remove online references within a commercially reasonable period.

6.6 Compliance; Restrictions

  • Acceptable Use: Partner and End Clients must comply with the Acceptable Use Policy and applicable laws (including privacy, export, and sanctions).
  • Export/sanctions/ABAC: Partner represents it and End Clients are not sanctioned and will not use the Platform in violation of EU, UK, or U.S. export/sanctions laws, or anti-bribery/anti-corruption laws.
  • No reverse engineering: Except as mandated by law.
  • Credentials: Partner is responsible for safeguarding credentials and managing access within its Organization/Tenants.

6.7 Suspension

  • Suspension: ProcessMind may suspend access on 10 days’ prior notice if undisputed amounts are 30+ days overdue or for material violations of the PCA/Policies, and will restore promptly upon cure.

6.8 Indemnities and Liability Allocation

  • Partner indemnity: Partner will defend and indemnify ProcessMind against third-party claims arising from (a) Partner’s services or representations to End Clients; (b) breach of Section 6.1 (Flow-down) or 6.6 (Compliance); or (c) disputes between Partner and any End Client. ProcessMind’s IP indemnity, warranty disclaimers, and limitations of liability are as stated in the PCA.
  • No third-party beneficiaries: End Clients are not third-party beneficiaries of this PPA.

6.9 Non-Exclusivity; Territory

  • Non-exclusive: No exclusivity is granted. Partner may represent other vendors, and ProcessMind may appoint other Partners.
  • Territory: Worldwide, except embargoed or restricted jurisdictions under applicable law or ProcessMind Policies.

7. Order of Precedence; Conflicts

This PPA (including the Special Partner Terms in Section 6 and the Order Details in Section 4) and the PCA/DPA/Policies form a single agreement. In case of conflict, the order of precedence is: (1) Section 6 Special Partner Terms (only for the subject addressed), (2) Section 4 Order Details (commercial scope, fees, quantities, term), (3) PCA and DPA, (4) Policies.

8. Reference Documents

9. Miscellaneous

  • Assignment, governing law, confidentiality, IP ownership, beta features, force majeure, and notices are governed by the PCA. Any assignment by Partner requires ProcessMind’s prior written consent except as permitted in the PCA (e.g., change of control with notice).
  • Counterparts and e-signatures are permitted.
  • Entire agreement: This PPA, together with the PCA, DPA, and Policies, is the complete agreement on the subject and supersedes prior proposals and communications. No terms on POs or other documents apply.

10. Acceptance

For Partner:

  • Signature: ____________________________
  • Name: ________________________________
  • Title: ________________________________
  • Date: ________________________________

For ProcessMind:

  • Signature: ____________________________
  • Name: ________________________________
  • Title: ________________________________
  • Date: ________________________________