GroupCamp Partner Terms of Service

The GroupCamp Partner Terms of service (“Partner ToS”) is an Agreement which governs the relationship between a reseller partner (“Partner”) and GroupCamp SARL (“GroupCamp”), a French-based company with offices located at 17 Rue d’Hauteville 75010 Paris. RCS – RCS Paris N° 508 468 402.
The Agreement ("Partner Agreement) includes the present Partner ToS, the Terms of Service of the GroupCamp Affiliate program (“Affiliate ToS”) together with the GroupCamp Terms of Service (“ToS" and its appendices Privacy Policy, Billing and Payment Policy and Third Party Access.

The Partner agrees that it is a GroupCamp Customer and as such complies with the "Terms of Service" ("ToS") and its appendices the "Privacy Policy", the "Billing and Payment Policy", the "Third Party Services Agreement"

Definitions

The definitions for "Account", "Client", "Users", "Offerings and Plans", "Account Application", “ Anniversary Date", "Trial Period", "Subscription Period", "Cancellation Period" and  "Service" used in the current Agreement are those defined and used in the ToS.

Definitions for "GroupCamp Affiliate" and "Badges" used in the current Agreement are those used and defined in Affiliate ToS.
"GroupCamp Reseller" describes the GroupCamp Reseller Offering which can be subscribed in standalone mode or together with other GroupCamp Offerings within the same GroupCamp Account;
"Partner" describes a registered company, its legal representative, registered as the Owner of the partner account, and the persons authorized by that company to use GroupCamp Reseller. The legal representative has the authority to bind other users authorized to use GroupCamp Reseller. In the terms of the Agreement herein, the term Partner is used to designate the persons and their representative regsitered as the owner of the Account.

"Managed Customers" descrive the Customers who have requested a reseller relationship with a GroupCamp authorized Partner and use the GroupCamp Service through a Partner.
"Operating currency", is the currency selected by GroupCamp and the Partner for the billing of services between the two parties. The two currencies available as operating currencies are Euro and Dollars.
"Prepaid Account", the Partner has within GroupCamp Reseller a Prepaid Account established in the Operating Currency. The Partner adds funds to the Prepaid Account using the forms of payment available in GroupCamp Reseller. The balance and credit and debit transactions of the Prepaid Account are available in GroupCamp Reseller. The Prepaid Account is charged 1) automatically by GroupCamp for the payment of a subscription at the anniversary date of each Customer 2) manually online during upgrades, downgrades or subscription to a new offering.  
"Minimum Amount" : GroupCamp defines a minimum amount for adding funds to the Prepaid Account. The amount is described in GroupCamp Reseller and is based on the operating currency and the form of payment used.
“Partner Code” is the code entered by a Customer in the Account application to use the services of an authorized Partner.
"Partner compensation plan" allows the calculation of the monthly discounts for a GroupCamp Partner. This plan allows the calculation of the monthly discounts and credit notes granted by GroupCamp to the Partner. The Discount plan is indicated in GroupCamp Reseller.
"Automated payments”, are payments processed by the GroupCamp Platform at each Anniversary Date of the accounts of Customers in a reseller relationship with the Partner. Each automated Payment is charged against the Prepaid Account of the Partner.
"Manual online payment", is a payment made online during the subscription to an Offering or for plan upgrades or downgrades. A Manual online payment s charged against the Prepaid Account of the Partner.

 

1 Acceptance of terms for GroupCamp Partner

The Partner agrees to comply to the present terms throughout the term of the Agreement together with the GroupCaamp Affiliate ToS up to the termination of the said Agreement.
The Partner acknowledges that it is a Customer of GroupCamp and therefore should fully comply in their usage of the GroupCamp Service with the GroupCamp ToS.
The Partner agrees to ensure that Customers with whom a contractual relationship is established comply fully with the GroupCamp ToS
The Partner acknowledges that the term of Agreement is in effect on the date on which the GroupCamp Reseller and GroupCamp Affiliate Offerings are enabled in their GroupCamp account and remains in effect up to the cancellation of the GroupCamp Reseller from the account.
The Partner acknowledges that GroupCamp may change the terms of the current Partner ToS at any time, with or without prior notice. GroupCamp may also end temporarily or definitively suspend the enrollment to this program. The partner agrees to access regularly the published version of the present Agreement at the following web address: http://partner.groupcamp.com/terms-services. However in the case of major updates to the present Agreement, GroupCamp may notify the Partner by email and/or within their GroupCamp Account. If the Partner does not accept one or more amendments to the present Agreement, the Partner should cancel their usage of GroupCamp Reseller. In that particular case, the terms of cancellation of the present Agreement apply.

The Partner acknowledges that the invalid nature of a particular term of the Agreement does not imply the invalid nature of all the terms of the agreement. However in the event of a major modification to the terms, GroupCamp may notify the user by email or within the reseller apps of the partner account. Should a modification be unacceptable to a Partner, that Partner shall cease their usage of GroupCamp Reseller. In that particular case the termination terms of the GroupCamp Partner agreement shall apply.
Failure by the Partner to comply with at least one of the terms of the Partner Agreement will be considered as a breach of the Agreement and will cause GroupCamp to suspend or terminate GroupCamp Reseller 

2 Conditions to the enrollment into GroupCamp Partner

To subscribe to the present Partner Agreement, and enroll as a GroupCamp Partner, the following conditions need to be met:

• the Partner must have the legal authority to bind the registered company it represents in its country,
• the Partner complies fully with the legal, fiscal and social regulations of its country,
• The Partner agrees to provide and update its registered address, its intra-community VAT number of based in a member state of the European Union, the email address, phone number, first name and last name of the legal representative,
• the Partner will use reasonable efforts to be reachable by email and phone,
• the Partner will not use the Partner Program for activities that are deemed illegal or unauthorized by laws and regulations in the country in which the Partner is based,
• the Partner cannot use the GroupCamp Partner Program to resell to itself.

Together with those conditions the Partner shall also meet the following requirements:

• The Partner shall use and appreciate the GroupCamp Service as a Customer.
• The Partner acknowledges that it is an Information Technology professional, familiar with the usage relative to online software accessed via web or mobile devices.
• The Partner has the knowledge and resources to provide, at its own expense, customer support and will use commercially reasonable efforts to resolve customer issues before escalating them to GroupCamp.
• The Partner is commercially active on its local market.

The Partner agrees to comply with the conditions above throughout the term of the Agreeement. In the event of a modification of any one of the terms herein, the Partner agrees to update the information provided in the Account application and inform GroupCamp by in writing.
The Partner agrees to formally enrol using the online form available on partner.groupcamp.com.
GroupCamp reserves the right not to accept an application to enrol in the Partner Program.

3 Setting up GroupCamp Reseller and GroupCamp Affiliate offerings

If the application to become a Partner is accepted, GroupCamp shall proceed to the following changes :

• install in the Account of the Partner, the GroupCamp Reseller and GroupCamp Affiloiate offerings,
• set the operating currency (Euros or US Dollars) to be used in transactions between GroupCamp and the Partner,
• set the Partner and Affiliate code.

The GroupCamp Reseller offering supports the following features::

• accept or cancel the relationship between a Client Account and a Partner,
• view the recent events of the Partner activities in the Journal application,
• view and manage client Accounts (Add or Cancel an offering, upgrade or downgrade plans in Client Accounts),
• view invoices and credit notes issued by GroupCamp,
• add funds to the Prepaid account and monitor the debit and credit operations together with the credit balance outstanding,
• view the discount plan,
• manage the information necessary to provide customer support to Clients.

The GroupCamp Affiliate offering supports the following features :

• view earnings as an Affiliate,
• enter legal information and payment information in the Account Application,
• view and download invoices issued by GroupCamp for the Partner’s account
• gather promotional badges and links for GroupCamp Partner made available to Partners.

GroupCamp Affiliate manages referrals and the compensation for new clients who have purchased GroupCamp products. The referral can be made by a Partner, a GroupCamp affiliate or by GroupCamp. The GroupCamp Affiliate offering is described in the Affiliate ToS.

The Partner acknowledges that GroupCamp Reseller cannot be used to resell GroupCamp services to another GroupCamp Partner.

Under this agreement, a Partner may have another Partner as an filiate. In the event of an affiliate relationship between two Partners only the payments made for subscriptions of the Partner as a Customer are taken into account. Payment made by that Partner as a Reseller are excluded in calculating the billed amounts for the Partner as a Reseller.

4 Foremost right of the Customer to select the Partner. Transparency of Agreement between the Customer , GroupCamp and the Partner.

The first and foremost principle of the Partner Program is the right of the Customer to choose the Partner. This right should not and cannot be denied by the Partner.
Neither the Partner nor GroupCamp owns the Customer who bears the full rights to use GroupCamp services via an authorized Partner or directly via their own means.

Any abuse of this foremost right by the Partner can lead GroupCamp to i) act promptly to restore the Customer’s right to choose by verifying that the Customer is the rightful Owner of its account ii) respond by cancelling the reseller relationship between the Partner and the Customer for the GroupCamp Service iii) proceed by terminating the current Agreement effective immediately.

The principle of transparency between the Customer, the Partner and GroupCamp are scrupulously applied by GroupCamp including the transmission of the following information:

• the description of the pricing of all Offerings and Plans of GroupCamp are publicly accessible information for the Customer and are made available on www.groupcamp.com,
• the Offerings and Plans and the amount of the monthly subscriptions paid for by the Partner for a Customer are displayed in the Account Application of the Customer.
• email notifications are sent to the Customer for all the manual operations carried out by the Partner in GroupCamp Reseller or automatically by GroupCamp on behalf of the Partner. The Partner’s email address is in carbon copy (Cc) of all emails and GroupCamp is in blind carbon copy (Bcc).

GroupCamp does not intervene in the nature and the terms of the agreement signed by the Customer and the Partner. The Partner is free to include and bill the GroupCamp Service according to its own terms and pricing structure (additional services, currency, pricing, conditions, anniversary dates, term of contract, etc...)
GroupCamp will bill the Partner for the usage of the GroupCamp Service by the Customer.

5 Partner obligations, nature of the relationship with GroupCamp

The partner agrees to provide the following services to Customers of the GroupCamp service with which it has a Reseller relationship:

• the billing service
• Customer support

To guarantee a proper level of customer service, the Partner commits to the following throughout the term of the contract:

• acquire and maintain an acceptable level of training and knowledge of GroupCamp Services. To that effect, the partner agrees to subscribe and use the GroupCamp Service, through free or paid subscriptions,
• provide quality support to end-users,
• to ensure that the Prepaid Account has the appropriate level of funds and that a valid form of payment has been made available within the Prepaid Account,
• to respond to requests for subscriptions to new GroupCamp offerings or to conduct upgrades or downgrades on existing offerings.

Marketing, communication and promotion

Both GroupCamp and the Partner are free to engage in any marketing or promotional event with the objective of promoting the GroupCamp Service. The Partner may use its quality as an Authorized GroupCamp Partner on its marketing collaterals and in their communication with prospects and customers.

As per the current terms, the Partner may not:

• issue a press release pursuant to the Partner Program without sending prior notice to GroupCamp,
• claim, with prospects and customers, any other relationship than the one described in the GroupCamp Patner ToS,
• embellish the nature of the relationship with GroupCamp,
• use commercial or maketing methods in a manner that is disparaging or deemed aggressive (example, email spamming, ...),
• claim any intellectual property rights on brands, logos, programs of GroupCamp.

The Partner and GroupCamp are at full liberty to contract as independent contractors. The participation to the Partner Program within the terms of the present Agreement does not imply or create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. The Partner also agrees that the GroupCamp Partner Program is not a multi-tier program. The Partner may not engage in a Partner relationship with another party following the terms of the present agreement in its own name or in the name of GroupCamp.
In the event of a breach of the current terms, GroupCamp reserves the right, in its sole and absolute discretion to terminate the Agreement.

6 Obligations of GroupCamp

Under the current Agreement, GroupCamp does not grant any exclusive rights to the Partner.
GroupCamp acknowledges that throughout the term of the present Agreement, the Partners shall receive from GroupCamp product support in English for the following:

• support to the Partner for the use of the GroupCamp Reseller and GroupCamp Affiliate offerings,
• support to the Partner relating to complex requests from clients,
• information on new features by the available means Blog, FAQ, Webinars
• marketing tools acknowledging the fact that the Partner is authorized by GroupCamp to resell its services.

7 Payment of Services used by the Customers of the Partner - Prepaid Account of the Partner

The Partner agrees that upon request by a Customer to use the services of the Partner and that this Partner grants the request, the payment of GroupCamp services is determined based on three distinct billing periods:

• the Trial Period or Subscription Period: the Prepaid Account will be charged automatically for the amount of the subscription at the next Anniversary Date of the Customer Account,
• the Cancellation Period: the Partner needs to subscribe an offering for the Customer account before the Anniversary Date of the Customer Account, If such a subscription is not made by the Partner, the Customer Account will be cancelled at the next Anniversary Date. This subscription is carried out via GroupCamp Reseller.

Payment of an account by a Partner follows the same rules as payment by the Customer. The Partner substitutes itself to the Customer for the following operations:

• Automated payments which occur at each Anniversary Date for the subscription of the Customer acccount,
• Online payment carried out by the Partner during the subscription of one or more offerings or in the case of an upgrade or downgrade of a plan.

The amounts paid by the Partner are calculated based on GroupCamp’s publicly available pricing.
For each automated payment if the outstanding balance of the Prepaid Account does not present the sufficient amount of funds for the payment to be processed, GroupCamp will charge the form of payment available in the partner’s Account for a mimimum amount specified in GroupCamp Reseller or for the Amount due if that amount is higher than the specified minimim amount
Example:

For manual payment operations, if the outstanding balance does not present sufficient funds, the Partner may add funds to the Prepaid Account within GroupCamp Reseller.
Once a Prepaid Account has been charged, an invoice is issued by GroupCamp and recorded in GroupCamp Reseller.

Consequences of non-payment in automated mode

Failure in the automated recurring payments may occur due to the absence of a form of payment in the Partner Account or in the event of a form of payment being rejected by GroupCamp’s Payment processing partner.
In that particular event, for each of the Customer for which payment by the Partner could not be processed:

• all the offerings of the Customer will be moved into Cancellation Period,
• a notification email will be sent by GroupCamp to the client, the Partner will be in carbon copy (Cc) of the email and GroupCamp in blind carbon copy (Bcc) of that email.

In that same event, the Partner will use reasonable efforts to respond promptly so as not to cause any service deterioration for the Customer. The Partner acknowledges that failure to act promptly may cause the Customer to decide not to use the services of the Partner.

8 Partner compensation plan

The Partner is compensated based on the Compensation Plan as defined in GroupCamp Reseller.
At the beginning of each month, GroupCamp Reseller calculates the total amount billed by the partner for the previous month, excluding taxes. GroupCamp Reseller applies the appropriate discount rate corresponding to that amount and issues a credit note accordingly. The Prepaid Account is credited with that credit note.

9 Payment of the Partner for the GroupCamp Affiliate Offering

In the operating currency, compensation relative to the GroupCamp Affiliate program is made by payment to the Partner Prepaid Account.

10 Confidentiality

GroupCamp has access to all the information available in the GroupCamp Reseller and GroupCamp Affiliate offerings. GroupCamp therefore has access to the first and last names of the users with granted access to the Reseller and Affiliate offerings.
GroupCamp may act on behalf of the Partner in GroupCamp Reseller if required. In such an event, the Journal application of GroupCamp Reseller will indicate that such an action was carried out by ‘GroupCamp’
The Partner agrees to fully comply with GroupCamp’s Privacy Policy in its relationship with Customers and in handling customer data with respect to the GroupCamp Service.
The screens and content of GroupCamp Reseller, together with all the information transmitted to tthe Partner, if they are not published on a publicly available GroupCamp Internet website are to be treated as confidential.

11  Guarantees of the Partner Program

The Partner agrees that it has full rights to contract and execute the Partner Agreement. The Partner agrees to comply with all laws, regulations, ordinances, judgements from its local jurisdiction, in France and in Europe and to the terms of the Partner Agreement.
The partner agrees to provide GroupCamp with all the required data, on the nature of its registered company pursuant to the current Agreement. The Partner will maintain the validitity of the required information throughout the term of the Agreement.
In the event of a conflict between the Agreement in French and the Agreement in English, the Customer acknowledges and agrees that the French version will apply.

12  Brands and intellectual property. Limitation of warranty and indemnification

The terms relative to Intellectual Property of the ToS apply.
The terms relative to Warranties and Disclaimers of the ToS apply.
The terms relative to Indemnification of the ToS apply.

13  Limitation of liability relative to the Partner ToS

None of the terms of the present Partner ToS may exclude or limit the liability of either party in the case of:

• death or injury  resulting from negligence of either party or its representative or employees.
• fraudulous acts or false declarations.
• violation of any implied term related to the applicable law or non-disturbance agreement.

Except as expressly set, neither party will be liable, under this agreement for the following:

• loss of revenues or other financial losses (including loss of turnover, profit, commercial contracts, data, anticipated savings or cost of a substitution service),
• special incidental, consequential or punitive damages,
• loss of reputation;

even if the party knew or should have known that such damages were possible and even if direct damages do not satisfy a remedy.
Under the current term, either party may be held liable (liability being related to a breach of the Partner ToS negligence or other reason) under this Agreement for no more than the cumulated amount paid by the Partner to GroupCamp for the Managed Customer during the two months prior to the event giving rise to liability.


14 Termination of the Partner ToS

Termination of the Partner ToS by the Partner

The Partner may terminate the agreement by notifying GroupCamp in writing with at least fifteen (15) days prior notice. Once GroupCamp is notified, the Partner cancellation process described below will apply.

Termination by GroupCamp

GroupCamp may decide at any time and at its sole discretion to terminate the Partner ToS by sending to the Partner a three (3) months prior notice by email. Beyond the three months prior notice, the Partner termination procedure will apply.

Termination of the GroupCamp Partner ToS will be effective immediately in the following cases: :

• in the event of a partner found in breach of one or more terms of the present Agreement, and have not remedied such breach within 10 days of being notified of such breach by us,
• in the event of fraudulous behavior of a Partner with respect to the Partner’s country of residence or of French law,
• in the event of a court order or a decision from a French regulator or a request from Police services requesting that GroupCamp terminates the Agreement.
• the Partner ToS cancellation procedure applies.

Termination Procedure of the Partner ToS

At the convened termination date by either party,

• A GroupCamp Customer will no longer be able to request partner Services from the Partner within its GroupCamp Account.
• The Partner has an additional month to cancel the reseller relationship with every Customer using the GroupCamp Service. The cancellation of the reseller relationship is achieved for each customer using the available features in GroupCamp Reseller.
• Beyond the additional month after the termination date, the GroupCamp Reseller offering will be removed from the Account of the GroupCamp Partner. If there are surviving reseller relationships with Customers, these relationships will be automatically cancelled. and the Partner will no longer benefit from the GroupCamp authorized Partner status.
• The Partner will become a regular GroupCamp Customer and a GroupCamp Affiliate. The other offerings, GroupCamp Affiliate in particular, will remain active and fullly enabled within the GroupCamp Account,
• GroupCamp will proceed to the refund of the outstanding and undisputed balance of the Prepaid Account.

Termination procedure of the Partner ToS with immediate effect

In the event of a termination procedure with immediate effect, GroupCamp may with or without cause take the following measures:

• temporarily suspend or definitively deny the Partner access to GroupCamp Reseller and to the GroupCamp Account,
• terminate the established reseller relationships between the Partner and each Customer in GroupCamp Reseller,
• definitively cancel the Account of the Partner,
• GroupCamp may also depending on the situation, terminate the Partner’s enrollment into the Affiliate Program,

GroupCamp reserves the right to take appropriate legal action at a court of law and seek compensation for such losses.

Consequences of the termination

The Partner acknowledges that the suspension of the GroupCamp Reseller offering with immediate effect will deny access of the Partner to GroupCamp Reseller.
The Partner agrees that the termination of the Agreement with immediate effect may prevent the Partner from retrieving the data present ib GroupCamp Reseller.
The Partner agrees with the terms of the termination procedure with immediate effect.
The Partner agrees not to seek any indemnification relative to the termination or suspension of the Partner ToS

Force majeure

Neither party will be liable for inadequate performance (exception made of due fees) to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental decision or action, and Internet or electricity disturbance) that was beyond the party’s reasonable control.

15 Survival of terms

The following sections will survive expiration or termination of this Agreement : Privacy, Brand and Property Rights, Limitation of liability, Disclaimers.

16 Governing law

The Partner TOS, in both its French and English versions, shall be governed by French law without regard to the principles of conflicts of law. In the event of a conflict between the Agreement in French and the Agreement in English, the Partner acknowledges and agrees that the French version will apply. The Partner hereby expressly agrees to submit to the exclusive jurisdiction of the Commercial Court of Paris, France, notwithstanding the plurality of defendants, claim against guarantor, summary or conservatory proceedings. 

The Partner ToS in French can be found at the following link: http://partner.groupcamp.com/CGU-Partner