Billing & Invoicing
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Quick Expense ScannerThis Reseller Agreement ("Agreement") is entered into as of the Effective Date by and between Enerpize LLC, a Delaware limited liability company ("Enerpize"), and the approved partner identified during onboarding ("Reseller"). Enerpize and Reseller may each be referred to as a "Party" and collectively as the "Parties."
1. Purpose and Scope
Purpose
Enerpize appoints Reseller as a non-exclusive reseller of Enerpize's cloud-based enterprise resource planning software and related services ("Services"), subject to the terms of this Agreement and its Appendices.
Independent Contractor
Reseller acts solely as an independent contractor. Nothing in this Agreement creates an agency, partnership, joint venture, employment, franchise, or fiduciary relationship.
Territory
Reseller may market and sell the Services globally unless country-level exclusivity is explicitly granted under the Exclusivity Appendix.
2. Program Participation Requirements
To participate in the Enerpize Global Reseller Program, Reseller must:
Execute this Agreement and the Mutual NDA;
Complete reseller onboarding as defined by Enerpize;
Comply with all pricing, branding, support, and operational rules;
Represent Enerpize professionally, accurately, and lawfully at all times.
No upfront payment, commitment fee, or deposit is required to participate in the Program.
Enerpize retains sole discretion to approve or reject any reseller application.
3. Rights Granted
Limited Right to Resell
Enerpize grants Reseller a revocable, limited, non-exclusive, non-transferable right to market and resell subscriptions to the Services under the Enerpize brand.
No Authority to Bind
Reseller has no authority to bind Enerpize, modify pricing, commit to features, execute agreements on Enerpize's behalf, or create obligations for Enerpize.
Ownership
All intellectual property, software, documentation, trademarks, APIs, data, and branding remain the exclusive property of Enerpize.
4. Reseller Obligations
Reseller shall:
- Sell Services only at Enerpize's official pricing
- Apply discounts up to 10% at own discretion; discounts above 10% require written approval from the Enerpize Partner Manager, per the Commission Appendix discount policy.
- Provide first-level support (onboarding, basic training, triage) as defined in the Support SLA Appendix
- Respond to customer inquiries within two (2) business days
- Escalate unresolved issues within one (1) business day
- Register deals accurately and in good faith
- Use only approved branding assets per the Branding Guidelines Appendix
- Avoid sub-resellers and white-labeling
- Avoid misrepresentation, unauthorized promises, or custom commitments
- Comply with all applicable laws and regulations
5. Enerpize Obligations
Enerpize shall:
- Provide the Services in a commercially reasonable manner
- Handle second-level and technical support
- Manage billing, invoicing, collections, and refunds
- Provide reseller tools, including the Partner Portal (real-time dashboard for leads, revenue, commission accruals, and SLA scores), co-branded landing page with unique tracking parameter, and marketing materials.
- Conduct quarterly business reviews (QBRs)
Enerpize does not guarantee revenue, leads, exclusivity, or roadmap features.
6. Deal Registration and Attribution
Deal registration rules, protection windows, and attribution logic are defined in the Commission Appendix (see "Deal Registration & Attribution") and are enforced uniformly.
Enerpize may audit deal registrations to prevent abuse or misrepresentation.
7. Commissions
Eligibility
Commissions are earned only on valid, collected first-year subscription revenue, subject to customer retention requirements.
Structure
Commission tiers, regional structures, payment timing, and eligibility rules are defined exclusively in the Commission Appendix, which forms an integral part of this Agreement.
Payment
Commissions are calculated and paid quarterly.
Refunds & Churn
Cancelled, refunded, or disputed subscriptions within the defined retention period are not commissionable.
Renewal Commission
In addition to first-year commissions, Resellers earn a 5% renewal commission on net annual renewal revenue for Years 2–3, for annual-plan customers in active standing, as defined in the Commission Appendix.
8. Exclusivity
Country-level exclusivity, if any, is governed exclusively by the Exclusivity Appendix. Enerpize may continue to receive organic direct sales in exclusive territories, which remain non-commissionable.
For Enerpize-originated leads in an active exclusive market, Enerpize will offer the exclusive Reseller right of first refusal, with a 10-business-day response window before Enerpize may close the deal direct. See the Exclusivity Appendix.
9. Term and Termination
Term
The initial term is three (3) years and renews automatically unless terminated.
Termination for Cause
Enerpize may terminate immediately for: fraudulent customer data, confirmed NDA breach, or active resale of a direct competitor product.
Other Violations.
For other violations, including branding and pricing issues, Enerpize will issue written notice with a 14-day cure period before termination.
Termination for Performance.
Enerpize may terminate with thirty (30) days' notice for sustained underperformance.
Effect of Termination.
Upon termination: all rights cease immediately; branding use must stop; existing customers may be serviced directly by Enerpize. For performance-based termination, commissions are payable for the active quarter only.
10. Confidentiality
Reseller must comply fully with the Mutual NDA.
Confidential information includes pricing, data, processes, documentation, and roadmap details.
11. Intellectual Property
No source code, backend access, hosting rights, or customization rights are granted.
12. Compliance and Audit
Reseller warrants lawful conduct in all jurisdictions.
Enerpize may audit compliance, branding, and deal practices.
13. Indemnification
Reseller shall indemnify and hold harmless Enerpize from claims arising from:
- Misrepresentation
- Compliance failures
- Unauthorized commitments
- Branding misuse
- Legal violations
14. Limitation of Liability
Enerpize's total liability is limited to unpaid commissions from the prior quarter.
Enerpize is not liable for indirect or consequential damages.
15. Governing Law and Venue
This Agreement is governed by Delaware law.
Exclusive jurisdiction lies in Delaware courts.
16. Amendments
Enerpize may update the Program with sixty (60) days' written notice.
17. Entire Agreement
This Agreement, together with its Appendices, constitutes the entire agreement and supersedes all prior discussions.
Execution
This Agreement is entered into and executed electronically as part of the Enerpize reseller onboarding process. By completing onboarding and accepting these terms, the approved partner agrees to be bound by this Agreement and its Appendices as of the Effective Date recorded during onboarding.
