valid from 15th November 2024
PRG develops and distributes the SaaS solution PlanRadar for documentation and communication in construction and real estate projects with limited-term usage agreements (hereinafter the “SERVICE“).
These Terms and Conditions together with the Contract Form govern the rights and obligations between PRG and PARTNER and form the Network Partner Agreement (“Agreement”).
The PARTNER would like to refer potential customers to PRG. Therefore, the parties agree:
2.1 Non-exclusive right to refer
PRG grants to PARTNER the non-exclusive right to refer potential customers to PRG in accordance with the provisions of this Agreement. This Agreement does not grant PARTNER any territorial protection, nor customer protection, nor exclusive right, nor right of representation. PARTNER is not allowed to act for PRG and conclude any legally binding actions and is not allowed to accept any payments for PRG.
The assignment of PARTNER‘s customers to PARTNER is done by sending the contact details defined by PRG (currently: Name, Company Name, Country, City and business e-mail address) from potential leads in the way specified by PRG in advance to PRG. After confirmation of PRG the customers are assigned to PARTNER. Territorial reference is the address given by the interested party when ordering the SERVICE.
2.2 Material and Advertising Measures
PRG may provide PARTNER with advertising material in digitalized form, PARTNER may use the advertising material for its sales and marketing activities for the SERVICE. PARTNER shall publish any kind of advertising (e. g. websites, Facebook postings, blogs, etc.) relating to PRG or the SERVICE only upon written approval (per email) by PRG.
2.3 Corporate Identity and Brands
PARTNER shall be entitled to use the trademarks of PRG for promoting the SERVICE during the term of this Agreement (up to and including possible revocation). PRG does not prohibit PARTNER from using other trademarks (for example, its own and / or third-party trademarks). If, however, when using other trademarks any reference is made to the trademarks of PRG, this requires the prior written consent of PRG. The use of PRG‘s trademarks for PARTNER’s own advertising and / or marketing purposes (i.e. not in connection with the fulfilment of this Agreement) requires the prior written consent of PRG.
PARTNER will only use the intellectual property rights of PRG within the scope of this Agreement. PARTNER will not register for itself or register with third parties intellectual property rights such as trademarks, designs or domains that are wholly or partially identical or similar to PRG‘s intellectual property rights. Insofar as PARTNER registers intellectual property rights or has them registered in violation of this provision, it hereby undertakes to transfer them to PRG or a third party designated by PRG free of charge at any time by request of PRG or to arrange for such a transfer.
2.4 News and Information, E-Mail Address
PRG will provide PARTNER with information on offers, price changes and service. PRG will send this information and all other information to the e-mail address provided by PARTNER.
PARTNER will immediately notify PRG of changes to its address, company, e-mail address or company form.
3.1 General
PARTNER shall, when fulfilling this Agreement, safeguard the interests of PRG with the diligence of a diligent entrepreneur.
3.2 No Outbound Calls without prior consent and no Door-to-Door Distribution
PARTNER will act in accordance with local laws and regulations when fulfilling this Agreement. If customer acquisition by phone without the customer‘s permission (outbound calls without permission to make contact) or door-to-door sales activities are not allowed by law, PARTNER will refrain or get the customer permission first.
3.3 Login Data
PARTNER ensures that the login data provided by PRG for the SERVICE are not passed on and are only used as intended. PARTNER informs PRG immediately if there is fear of misuse of the login data so that PRG can take action against any possible misuse.
3.4 Referring a new customer:
To be eligible for commission, PARTNER must have successfully referred customers in accordance with the following provisions:
For referring a new customer PARTNER must forward at least the following information of the potential customer via the partner portal to PRG: company name, city and country of company and contact person (e-mail address) and make an introduction to the PRG team. The introduction can be an introduction of PRG and potential customer via e-mail, a phone call or a (virtual) meeting.
PRG will contact such potential customers and, if the potential customer is interested in the SERVICE, create a tailor-made offer for the customer. The customer can accept the offer within the time specified in the offer by written confirmation. If the customer accepts the offer within the defined offer period and a contract is thus concluded between PRG and the customer, the PARTNER has successfully referred the customer. The customer’s payment is a prerequisite for the commission (see clause 4.1).
PRG reserves the right not to contact such a referred customer or to not provide an offer to the referred customer without providing reasons to PARTNER. In any such case the PARTNER is not entitled to commission.
4.1Conditions for Referral Commission
The PARTNER shall receive a commission for successful referrals (“Referral Commission”) as follows:
PARTNER’s entitlement to the Referral Commission is always subject to the receipt of the customer‘s payment by PRG. Additionally, the PARTNER is in any case only entitled to the Referral Commission for payments actually received by PRG from the customer for the first contracted year. PRG will notify PARTNER if a customer fails to meet an agreed payment objective. No referral commission will be granted for former PRG customers becoming PRG customers again.
The Referral Commission is only granted for yearly license products of PRG (not monthly licences).
All of PARTNER‘s activities, as well as any expenses and any investments made by PARTNER, are fully compensated by the referral commission. PARTNER is therefore not entitled to any further reimbursement of expenses or costs, as e.g. fees, miscellaneous, etc. and/or investments.
4.2 Calculation of the Referral Commission
The Referral Commission is determined as a percentage, as specified in the Contract Form. The Referral Commission is based on the net fee the customer pays to PRG for the initial SERVICE within the first contracted year. The net fee corresponds to the gross fee invoiced by PRG, net of any discounts given (redeemed vouchers, possible discounts, etc.), net of any value added tax or withholding tax invoiced, net of the commission of the payment platform when using the possibility of payment via the website (currently approx. 7%).
As PARTNER’s entitlement to the referral commission is always subject to the receipt of the customer‘s payment by PRG pro rata payments trigger a pro rata commission. Any advance payments are appropriated to the respective period (i.e. the first contracted year).
4.3 Adaption of the commission rate
PRG reserves the right to adjust unilaterally the commission rate during the term of this Agreement, taking into account changing economic conditions, in particular with regard to the ongoing software market. PRG will announce such a commission rate change as early as possible, but at least 4 weeks before the entry into force. A change of the commission rate will only be effective for future referrals of the SERVICE. The date on which the payment of the respective customer is received by PRG is always the reference date for the amount of a commission to be paid to PARTNER.
PARTNER agrees to the settlement of its commission by methods of crediting acc. § 11 (7) UStG 1994 (Austrian Value Added Tax Act): The crediting by PRG replaces the issue of an invoice by PARTNER.
PRG informs PARTNER about commission-triggering events partly automated online in the web-based tool (in particular with PARTNER clients buying independently via www.planradar.com) and partly in the course of the regular billing by e-mail.
The approval of the commission claim is made by PRG every calendar quarter. The commission payment is made within the month following the approval of the commission by transfer to a bank account to be disclosed by PARTNER.
If, subsequently, it appears that the prerequisites for a payment have not been fulfilled (for example, lack of power of representation), the non-payment amount will be deducted from the accounting process or billed by PRG to PARTNER.
If PARTNER does not object to the billing of the commission claim within 3 months from receipt, the billing shall be deemed to have been recognized by PARTNER as being correct and complete.
PRG is liable to PARTNER for damages outside the scope of the Product Liability Act only in cases of willful intent or gross negligence. PRG shall not be liable for loss of profits, consequential damages, pure property damage and damages resulting from third party claims against PARTNER.
PARTNER shall defend, indemnify, and hold PRG harmless from and against any third-party claims, proceeding, assertions, damages (direct or indirect), cost, liability, and expenses (including court costs and reasonable legal fees), incurred as a result of any breach by PARTNER of this Agreement, in particular including PARTNER’s use of PRG’s trademarks, the confidentiality obligations hereunder and PARTNER’s obligations under the GDPR.
PARTNER shall comply with all applicable data protection laws, in particular the GDPR (General Data Protection Regulation = DSGVO). PARTNER undertakes to provide PRG, upon request, with the information necessary to monitor compliance with the provisions of GDPR and this Agreement.
PRG gives PARTNER the opportunity to enter (potential) leads into PRG’s CRM system in order to manage them effectively and process them efficiently.
If PARTNER enters data of (potential) leads into PRG’s CRM system, PARTNER is obliged to obtain any necessary consent from the data subject and to provide the data subject with the necessary information. In particular PARTNER is committed to obtain the express consent of all leads, whose data is entered into PRG’s CRM tool, to be contacted directly by PRG for marketing purposes, even beyond the term of this Agreement between PARTNER and PRG. PARTNER ensures that the consent is obtained in a clear and understandable manner in accordance with the GDPR. The leads will be informed by PARTNER that they can withdraw their consent at any time. PARTNER maintains records of all consents given and ensures that these records can be made available to PRG or the relevant data protection authorities upon request.
PRG is authorized to continue contacting the leads, whose data is entered into PRG’s CRM tool, even after termination or expiration of this Agreement.
All information which the PARTIES communicate to each other in connection with this Agreement and which are not intended to be passed on to the customer / interested parties, are confidential. Customer data are always deemed as confidential information. PARTNER will not disclose confidential information to third parties and will only use it for its cooperation with PRG.
If PARTNER wishes to engage third parties in the performance of this Agreement and wishes to disclose such confidential information to them, PARTNER shall first obtain the express, written consent of PRG and also make written agreements with the third party to ensure compliance with the obligation of secrecy.
PARTNER shall pay to PRG a penalty of EURO 2,500,– for any breach by PARTNER of this Agreement, in particular including PARTNER’s use of PRG’s trademarks, the confidentiality obligations hereunder and PARTNER’s obligations under the GDPR. For the avoidance of doubt, no penalty shall fall due for non-achievement of PARTNER’s lead or turnover targets. PRG’s right to assert any further damages shall remain unaffected.
This Agreement shall enter into force upon acceptance by PARTNER and shall be concluded for an indefinite period.
11.1 Regular Termination
Any PARTY may terminate this Agreement without stating a reason at the end of each month with a two-month notice period. The termination of this Agreement shall be sent by an email to the respective email-addresses stated above.
11.2 Termination for cause
Each PARTY is entitled to terminate this Agreement for cause with immediate effect. PRG is entitled to terminate this Agreement for cause in particular, if
11.3 Procedure after termination of this Agreement
Upon termination of this Agreement, PARTNER shall (i) remove all advertising materials and, in as far as they are the property of PRG, return in perfect condition to PRG and (ii) omit any type of advertising with respect to PRG and the SERVICE as well as any use of PRG’s trademarks in any form whatsoever.
PRG shall be entitled to withhold a security amount of 25% of commissions payable to PARTNER on termination of the agreement (upon termination without notice of termination: from the date of termination) until such time as it appears certain that there is no reason for the withdrawal of commission claims by PRG and all advertising materials owned by PRG have been returned to PRG.
PRG is authorized to continue contacting the leads recorded in the CRM tool even after contract termination or expiration, as long as the original consent covers such contact.
The provisions on data protection and secrecy remain applicable even after termination.
This Agreement shall be governed by Austrian law, excluding its conflict of law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Any disputes arising out of or in connection with this Agreement, including those relating to its existence or non-existence, shall be exclusively submitted to the Commercial Court of Vienna.
Whenever a reference is made to “writing” or “written” in this Agreement, e-mail shall suffice.
Amendments and supplements to this Agreement must be made in writing. This also applies in case the written form requirement is substituted.
Declarations relating to this Agreement shall be deemed to have been received if they have been sent to the
email-address last notified by the addressee or could not be admitted there for the reason that the addressee has altered his or her email-address without informing the other PARTY thereof.
PRG is entitled to propose any amendments to this Agreement to PARTNER. Such amendments will become binding unless objected by PARTNER in writing within four weeks after receipt of the proposed amendments. In the case of an objection, this Agreement shall continue to apply without the proposed amendments, but PRG shall be entitled to terminate this agreement with a one-month notice period to the end of a month.
Should provisions of this Agreement be or become invalid, this shall not affect the validity of the remaining provisions of this Agreement. PARTIES will, in good faith, replace an ineffective regulation by an effective arrangement equivalent to it in economic success. The same shall apply where a matter which is in need of regulation is not expressly regulated.
In addition to this Agreement, there are no supplementary agreements, whatsoever, concerning the subject matter of the agreement. Any existing agreements on the subject matter hereof lose their effectiveness with the conclusion of this Agreement.
PlanRadar Terms and Conditions of the Network Partner Agreement valid until 14th November 2024: https://www.planradar.com/network-partner-agreement-valid-until-14th-november-2024/