SaaS Direct Partner Agreement

SAAS DIRECT PARTNER AGREEMENT

This SaaS Direct Partner Program Agreement (“Agreement”) sets forth the terms and conditions of the SaaS Direct Partner Program (“Partner Program”). By signing this Agreement, you agree to be bound by the terms and conditions of this Agreement.

Please read this entire Agreement carefully before accepting its terms.

  1. Program Description
  2. SaaS Direct Technologies Inc (“SaaS Direct”) is an authorized Intuit Reseller (“Intuit”), and offers the following:
    1. QuickBooks products and services
    2. Accounting Apps, products, and services
    3. Data migrations, conversions & QuickBooks optimization services
    4. Secure Cloud Hosting for Desktop, Enterprise and On-premise applications
    The Partner Program gives the SaaS Direct Partners (“Partner”) a trusted, single-point resource for themselves and their clients to purchase various QuickBooks, Accounting Apps, products and services from SaaS Direct through Intuit & Other Technology vendors at the lowest prices available. SaaS Direct shares commissions and residuals with the Partner. Partner agrees to place orders with SaaS Direct in order to maximize their benefits from the program

  3. Promise of Non-Solicitation
  4. SaaS Direct places orders for Partner, on behalf of the Partner’s clients. Such orders, associated licenses, logins or tracking information will be provided to the Partner and the Client as per agreed instructions of communication. SaaS Direct will not email or solicit Partner’s clients without express consent.

  5. Order Process
  6. Partners and their Clients will be provided access to an Order Portal by SaaS Direct. Placed orders will be processed at Partner Rates. Partner Rates may vary depending on the tier of partnership, availability, quantity and other factors. The rates will be made available via the Order Portal or by means of digital communication.

    All orders will be registered in the Client’s name. Any applicable sales tax will be collected at time of payment. Partner and the Client will get a single invoice for multiple products or services ordered, including for subscriptions.

  7. Reseller of Record
  8. All sales are final and non-transferrable. SaaS Direct is the reseller of record and remains the reseller of record for all sales processed during the partnership, even if the partner agreement is terminated. Partner retains all rights to sales made prior to joining the Partner Program or made independently.

  9. Compensation for Sales
  10. SaaS Direct shall pay Partner a percentage of the profit on products and services that SaaS Direct receives as commission. Depending on the product or service, commissions are either paid one time or ongoing. The percentage split will be determined by the Partner Tier. Commissions are one-time payments. Subscriptions that earn an ongoing residual are shared and paid monthly with active partners.

    Some products are sold at cost and do not earn a commission, but it will count as revenue credit toward a Partner Tier.

    Refer to the Partner Commission Schedule provided after joining the program included in the onboarding and orientation materials.

    The Partner must be involved in the sales process to earn commission. To earn recurring or residual commission, Partner must maintain an Active status. See Clause 7 for definition of Active.

  11. Commission Payment Schedule
  12. QuickBooks Commissions are subject to change based on the QuickBooks Solutions Provider (QSP) product line, other Accounting Apps are subject to change based on respective Technology Vendor Programs and affects how the commission is paid to SaaS Direct.

    Commission and residual payments are payable by the 18th of the month. Residual payments are in arrears and do not begin until the client uses their account.

    Payments: All commission payments will be made monthly through Bill.com (US) or Plooto (Canada). We will pay Partner commission and residuals to you directly through your bank via Bill.com or Plooto.

    Ongoing Residual Payments: Residuals on QuickBooks Payments are a month in arrears. It can take 45-60 days for residual payments to start depending on when your client starts using their account.

    Returns: SaaS Direct honors the return policies of Intuit and other software developers with whom it has reseller relationships. If the software developer retracts SaaS Direct commissions, SaaS Direct will deduct the associated commission it has passed through to the Partner. Partner is responsible for reimbursing SaaS Direct for the commission paid; failure to provide this reimbursement will result in a suspension and, if unresolved, dismissal from Partner Program.

  13. Partner Minimum Order Requirement
  14. Partner shall process at least one order (Software, Subscriptions, Payments, Supplies, Payroll or Services) per year based on the date of this Agreement to remain in “Active” status.

    This requirement may change at the discretion of SaaS Direct.

  15. Tiered Partner Status
  16. All orders with SaaS Direct count towards Partner Tier. Partner qualifies for a higher Tier by earning $2,500 in total commissions and/or residuals annually. Higher Tiers will have increased earning requirements and will be communicated once the Partner is eligible to be upgraded.

    Partner must maintain their respective sales target each year to remain a Tiered Partner. Higher Tiers offer additional Partner benefits.

  17. Relationship of the Parties
  18. This Agreement does not create any joint venture, partnership, agency, or employment relationship with the Partner. Partner shall not use SaaS Direct brand to sell, resell or solicit business without express written consent from SaaS Direct.

  19. Expenses
  20. Partner acknowledges under this Agreement, unless otherwise expressly agreed to by SaaS Direct in writing, Partner shall pay all expenses incurred by it in carrying out its duties and obligations according to this Agreement.

  21. Taxes
  22. Partner shall report all income received under this Agreement and pay all taxes on such payments to the appropriate city, county, state, and federal tax authorities.

  23. Intuit & Vendor Relationships
  24. SaaS Direct is the one point of contact for all of Intuit orders for Partner. This includes QuickBooks Software, Subscriptions, Payments, Supplies and Payroll products. Similarly, SaaS Direct is the one point of contact with over 50+ Technology Vendors or ISVs. If you have an existing dedicated Intuit or Vendor representative, be sure to notify them you are working with SaaS Direct.

    Partner may offer QuickBooks Online Subscriptions through Wholesale Billing. QuickBooks Online accounts are not transferable to SaaS Direct. This is the only Intuit relationship acceptable for a Partner to have outside of this Agreement for placing orders.

    Payments and Payroll for wholesale billing accounts under SaaS Direct earn revenue credit and residuals for QuickBooks Payments.

  25. Trademark, Trade Names, and Copyrights
  26. Partner will ensure that all advertising, marketing, promotional, Web, and trade show materials conform to the Intuit QuickBooks Guide for brand use. Partner has responsibility to conform to respective branding standards of Apps, ISVs, etc (“Technology Vendors”), and SaaS Direct branding guidelines. SaaS Direct can provide branding guidelines for QuickBooks, Technology Vendors and SaaS Direct upon request.

  27. Indemnification
  28. Partner agrees that SaaS Direct shall have no liability to any party or any of Partners clients and Partner shall indemnify, defend, save, and hold harmless, SaaS Direct, Intuit, technology vendors, its affiliates, employees, agents against any and all claims and liabilities (including reasonable attorney’s fees and costs of litigation) arising out of or relating to Partners performance under this Agreement or the provision of its professional services.

    In no event may Partner enter into any third-party agreements which would in any manner whatsoever affect the rights of or bind SaaS Direct or Intuit/technology vendors in any manner without the prior written consent of SaaS Direct, its technology vendors and/or Intuit.

  29. Limitation of Liability
  30. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, SAAS DIRECT HAS ANY LIABILITY TO PARTNER OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

  31. Termination
  32. Agreement may be terminated:
    1. Without cause, by sixty (60) day notice by either party; or
    2. With cause, immediately upon a material breach by Partner of any duty or obligation in this Agreement by either party.
    3. With cause, if Partner works with another Intuit Direct Sales representative to fulfill QuickBooks product or service orders. (QuickBooks Online Wholesale Billing is excluded)
    4. With cause, if the Partner has no orders for twelve months and becomes inactive.
    When Agreement is terminated, Partner will be paid out any commission and residuals earned prior to termination of the SaaS Direct Partner Agreement. After the date of termination, no further residuals or commission will be accrued or paid.