{"id":1593,"date":"2021-03-24T11:23:10","date_gmt":"2021-03-24T03:23:10","guid":{"rendered":"https:\/\/blog.facilitybot.co\/?page_id=1593"},"modified":"2026-06-11T16:31:08","modified_gmt":"2026-06-11T08:31:08","slug":"channel-partner-agreement","status":"publish","type":"page","link":"https:\/\/blog.facilitybot.co\/blog\/channel-partner-agreement\/","title":{"rendered":"Local Partner Agreement"},"content":{"rendered":"

FacilityBot Local Partner Agreement<\/strong><\/h2>\n

FacilityBot o\ufb00ers the Local Partner the opportunity to participate in the Local Partner programme only on the condition that the Local Partner agrees to be bound by the terms and conditions in this FacilityBot Local Partner Programme Agreement (\u201cAgreement\u201d). By participating in the local partner programme, the Local Partner acknowledges that it has read, understands and agrees to be bound by the Agreement.<\/span><\/p>\n

    \n
  1. De\ufb01nitions<\/span><\/li>\n<\/ol>\n

    \u201cLocal Partner\u201d\u00a0 \u00a0 means the individual or company that FacilityBot acknowledges has a limited, non-exclusive right to market and resell Products, obtained from FacilityBot or an authorised FacilityBot distributor, in the Territory, directly to End Users.<\/span><\/p>\n

    \u201cDocumentation\u201d\u00a0 \u00a0 means the Product installation instructions, user manuals, setup posters, release notes, and operating instructions prepared by FacilityBot, in any form or medium, as may be updated from time to time by FacilityBot and made generally available to End User.<\/span><\/p>\n

    \u201cEnd User\u201d\u00a0 \u00a0 means the ultimate user of the Products.<\/span><\/p>\n

    \u201cEnd User Agreement\u201d\u00a0 \u00a0 means the agreement between FacilityBot and End User (e.g. FacilityBot Customer Agreement<\/a>) governing End User\u2019s use of the Products in accordance with the terms therein.<\/span><\/p>\n

    \u201cFacilityBot\u201d\u00a0 \u00a0 means FacilityBot Pte Ltd, a Singapore Company with UEN 201938906W.<\/span><\/p>\n

    \u201cMalware\u201d\u00a0 \u00a0 means computer software or programme code that is designed to damage or reduce the performance or security of a computer programme or data.<\/span><\/p>\n

    \u201cOrder\u201d\u00a0 \u00a0 means a purchase commitment mutually agreed upon between FacilityBot and the Local Partner.<\/span><\/p>\n

    \u201cProducts\u201d\u00a0 \u00a0 means Subscription to the Software, Subscription to SaaS, and Software Upgrades, together with applicable Documentation and media, and packaged service o\ufb00erings, made available by FacilityBot and purchased pursuant to an Order.<\/span><\/p>\n

    \u201cSaaS\u201d\u00a0 \u00a0 means FacilityBot\u2019s software-as-a-service o\ufb00erings.<\/span><\/p>\n

    \u201cSoftware\u201d\u00a0 \u00a0 means proprietary software applications, not source code, made available by FacilityBot and purchased pursuant to an Order.<\/span><\/p>\n

    \u201cSoftware Upgrades\u201d\u00a0 \u00a0 means certain modi\ufb01cations or revisions to the Software.<\/span><\/p>\n

    \u201cSubscription\u201d\u00a0 \u00a0 means a non-exclusive, non-transferable right to use the Products in accordance with the End User Agreement and the Order.<\/span><\/p>\n

    \u201cSubscription Fees\u201d\u00a0 \u00a0 means the agreed-upon fees in an Order.<\/span><\/p>\n

    \u201cTerritory\u201d\u00a0 \u00a0 means the countries identified by FacilityBot and the Local Partner\u00a0<\/span><\/p>\n

      \n
    1. Resale Rights<\/span><\/li>\n<\/ol>\n

      Subject to the terms and conditions of this Agreement, FacilityBot grants the Local Partner the non-exclusive right to market and resell the Products. The Products must be obtained by the Local Partner from FacilityBot, and may only be resold in the Territory, directly to End Users. The Local Partner will not modify or copy any Product; however, the Local Partner may bundle the Products along with the Local Partner\u2019s software and distribute such bundled products to End Users. Additional Resale Rights, commission levels, Territories and other terms may be specified in Appendix A as agreed to between FacilityBot and the Local Partner.<\/span><\/p>\n

        \n
      1. Local Partner Obligations<\/span><\/li>\n<\/ol>\n

        Local Partners will not sublicense the Products, and End Users are subject to the terms of the then-current End User Agreement included with the Products. The Local Partner must comply with the then-current terms of the FacilityBot partner programme.\u00a0\u00a0<\/span><\/p>\n

          \n
        1. Invoices, Payments, and Delivery<\/span><\/li>\n<\/ol>\n

          If the Local Partner obtains approval to obtain Products directly from FacilityBot, the Local Partner: (a) will provide FacilityBot with a purchase order with (i) the End User\u2019s full legal name, address, and contact information, (ii) the number of accounts required for the Product, (iii) the Product price per unit and (iv) the start and end subscription dates for the Product (\u201cSubscription Term\u201d); and (c) will pay FacilityBot the fees for each Product and Subscription provided under this Agreement. All Product purchase orders placed with FacilityBot by the Local Partner are subject to acceptance in writing by FacilityBot, at FacilityBot\u2019s sole discretion.\u00a0 All amounts paid or payable, including the Subscription Fees, are nonrefundable. The Local Partner will make payment to FacilityBot thirty (30) calendar days from the invoice date without right of o\ufb00-set, and any outstanding balances owed by the Local Partner are subject to one and one half percent (1.5%) interest per month or the highest amount allowed by law, whichever is less. Invoices will be sent to the Local Partner via email.<\/span><\/p>\n

            \n
          1. Taxes<\/span><\/li>\n<\/ol>\n

            Unless otherwise required by law, the Local Partner shall pay all applicable country, state, municipal and other taxes, including, without limitation, sales, use, value-added, withholding and other taxes, and customs and import duties on Products, other than taxes based upon FacilityBot\u2019s net income.\u00a0 Should tax law in the Territory require the withholding or imposition of tax by the Local Partner on any of the Local Partner\u2019s payments to FacilityBot, then the Local Partner shall increase any a\ufb00ected FacilityBot invoice by an amount such that FacilityBot receives, net after withholding or other taxes imposed, one hundred per cent (100%) of the original invoiced amount. For any withholding taxes that are deducted by the Local Partner from its payments to FacilityBot and remitted to tax authorities in accordance with applicable law, the Local Partner will provide all such assistance as FacilityBot may require in order to eliminate or minimize such withholding taxes including providing any necessary information and assistance required by FacilityBot to enable a claim to be made under any relevant double taxation agreement for the reduction of such withholding taxes. The Local Partner will also provide documentary evidence of acceptance to FacilityBot of any withholding tax amounts being paid to the relevant tax authority, to include a receipt issued to the Local Partner by the relevant tax authority.<\/span><\/p>\n

              \n
            1. Admin Accounts<\/span><\/li>\n<\/ol>\n

              Upon receipt of an Order including agreed-upon payment terms, FacilityBot will issue Admin Account login credentials to the End User.<\/span><\/p>\n

                \n
              1. Limited Warranty<\/span><\/li>\n<\/ol>\n

                For the Subscription Term, FacilityBot warrants that the Products, as updated from time to time by FacilityBot and used in accordance with the Documentation and the End User Agreement by End User, will operate in substantial conformance with the Documentation under normal use.\u00a0 FacilityBot does not warrant that the Products will (i) be free of defects, (ii) satisfy End User\u2019s requirements, (iii) operate without interruption or error, (iv) always locate or block access to or transmission of all desired addresses, emails, Malware, applications and\/or \ufb01les, or (v) identify every transmission or \ufb01le that should potentially be located or blocked. FacilityBot\u2019s sole obligation and any Local Partner\u2019s and\/or End User\u2019s sole remedy is for FacilityBot to correct any signi\ufb01cant deviation from the speci\ufb01cations in a manner determined by FacilityBot.<\/span><\/p>\n

                As between Facilitybot and the Local Partner, the Products and any materials provided pursuant to this agreement are provided \u201cas is,\u201d \u00a0 and to the maximum extent allowed by law, there are no other warranties, express or implied, including but not limited to, the implied warranties of merchantability, non- infringement, title or fitness for a particular purpose with respect to the products or materials.<\/span><\/p>\n

                The Local Partner may not make any additional representations or warranties with respect to the Products other than the limited warranties made by FacilityBot in this Agreement.<\/span><\/p>\n

                  \n
                1. Limitation of Liability<\/span><\/li>\n<\/ol>\n

                  Notwithstanding anything to the contrary in this agreement, Facilitybot, its affiliates, its licensors or distributors will not be liable for (I) lost profits; (ii) loss of business; (iii) loss of goodwill, opportunity, or revenue; (iv) loss of data; or (v) any indirect, consequential, special, punitive or incidental damages arising out of or related to this agreement or termination of this agreement whether foreseeable or unforeseeable including, but not limited to claims for use of the products, interruption in use or availability of data, stoppage of other work or impairment of other assets, privacy, access to or use of any addresses, executables or files that should have been located or blocked, negligence, breach of contract, tort or otherwise and third party claims, even if advised of the possibility of such damages. In no event will Facilitybot\u2019s aggregate liability arising out of or related to this agreement exceed the total amount actually received by Facilitybot for the applicable products for the affected End User over the one year period prior to the event out of which the claim arose for the products that directly caused the liability.<\/span><\/p>\n

                    \n
                  1. Con\ufb01dential Information<\/span><\/li>\n<\/ol>\n

                    Each party (the \u201cDisclosing Party\u201d) may disclose to the other (the \u201cReceiving Party\u201d) certain con\ufb01dential technical and business information which the Disclosing Party desires the Receiving Party to treat as con\ufb01dential. “Con\ufb01dential Information” means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, electronically or by inspection of tangible objects (including without limitation documents, prototypes, equipment, technical data, trade secrets and know-how, product plans, Products, services, suppliers, customer lists and customer information, prices and costs, markets, software, databases, developments, inventions, processes, formulas, technology, employee information, designs, drawings, engineering, hardware con\ufb01guration information, marketing, licenses, \ufb01nances, budgets and other business information), which is designated as “Con\ufb01dential,” “Proprietary” or some similar designation at or prior to the time of disclosure, or which should otherwise reasonably be considered con\ufb01dential by the Receiving Party. Con\ufb01dential Information may also include information disclosed to a Disclosing Party by third parties. Con\ufb01dential Information shall not, however, include any information which the Receiving Party can document (i) was publicly known and made generally available prior to the time of disclosure by the Disclosing Party or an authorized third party; (ii) becomes publicly known and made generally available after disclosure through no action or inaction of the Receiving Party in violation of any obligation of con\ufb01dentiality; (iii) is already in the possession of the Receiving Party at the time of disclosure; (iv) is lawfully obtained by the Receiving Party from a third party without a breach of such third party’s obligations of con\ufb01dentiality; or (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Con\ufb01dential Information. The Receiving Party agrees it shall take the same measures, but no less than reasonable security measures, and use the same care, but no less than a reasonable degree of care, as it uses with its own con\ufb01dential information to preserve and protect the secrecy of, and to avoid disclosure or unauthorised use, publication, or distribution of, the Disclosing Party\u2019s Con\ufb01dential Information. The Receiving Party may use Con\ufb01dential Information only for the purposes identi\ufb01ed in this Agreement and shall disclose the Con\ufb01dential Information only to its employees, agents or consultants who have a need to know the Con\ufb01dential Information, have been advised of the con\ufb01dentiality obligations related to the Con\ufb01dential Information, and are under an obligation of con\ufb01dentiality no less stringent than that contained herein. Any other use of Con\ufb01dential Information is forbidden and a material breach of this Agreement.<\/span><\/p>\n

                      \n
                    1. Proprietary Rights<\/span><\/li>\n<\/ol>\n

                      The Products and all related intellectual property rights are the exclusive property of FacilityBot. All right, title and interest in and to the Products, any modi\ufb01cations, translations, or derivatives thereof, even if unauthorised, and all applicable rights in patents, copyrights, trade secrets, trademarks and all intellectual property rights in the Products remain exclusively with FacilityBot. The Products are valuable, proprietary, and unique, and the Local Partner agrees to be bound by and observe the proprietary nature of the Products. The Products contain material that is protected by patent, copyright and trade secret law, and by international treaty provisions. The Local Partner may not remove any proprietary notice of FacilityBot or any third party. The Products include software products licensed from third parties. Such third parties have no obligations or liability to the Local Partner under this Agreement but are third party bene\ufb01ciaries of this Agreement. All rights not granted to the Local Partner in this Agreement are reserved to FacilityBot. No ownership of the Products passes to the Local Partner. FacilityBot may make changes to the Products at any time without notice. Except as otherwise expressly provided, FacilityBot grants no express or implied right under FacilityBot patents, copyrights, trademarks, or other intellectual property rights.<\/span><\/p>\n

                        \n
                      1. Right to Use Trademark and Trade Name<\/span><\/li>\n<\/ol>\n

                        Any and all trademarks and trade names which FacilityBot uses in connection with the rights granted hereunder are and remain the exclusive property of FacilityBot. This Agreement gives the Local Partner no right therein except a limited right to reproduce trademarks and trade names as necessary for the sole purpose of allowing the Local Partner to fully promote and market FacilityBot Products pursuant to the terms of this Agreement. FacilityBot\u2019s artwork may be requested and used by the Local Partner for the duration of this Agreement. The Local Partner will abide by the logo and usage guidelines as outlined on the artwork portion of the FacilityBot website (Copyrights and Trademarks).<\/span><\/p>\n

                          \n
                        1. Term and Termination<\/span><\/li>\n<\/ol>\n

                          This Agreement may be terminated for convenience by either party upon thirty (30) days’ written notice to the other party. This Agreement may be terminated immediately by written notice from FacilityBot in the case of (1) any material breach by the Local Partner; or (2) the Local Partner being declared insolvent or bankrupt. The Local Partner shall remain obligated to pay the fees for all Products shipped or provisioned to the Local Partner or End User. All sums due to FacilityBot shall become immediately due and payable on the date of termination. Upon termination of this Agreement, the Local Partner shall promptly return all FacilityBot proprietary and Con\ufb01dential Information, including, but not limited to, the Products (and any demonstration or evaluation units) and any copies thereof, and shall permanently erase any machine-resident portions of the Products.<\/span><\/p>\n

                          The obligations under Sections 3, 4, 5, 7-10, 12-18 shall survive termination of this Agreement.<\/span><\/p>\n

                            \n
                          1. Indemni\ufb01cation<\/span><\/li>\n<\/ol>\n

                            The Local Partner agrees to defend, indemnify and hold FacilityBot harmless from and against any and all damages, liabilities, costs and expenses (including but not limited to attorneys’ fees) arising out of, related to or incurred by FacilityBot in connection with or as a result of any claim or proceeding made or brought against FacilityBot with respect to any allegation that (i) any product(s) other than the Products infringes upon any intellectual property right, (ii) any product(s) other than the Products fails to perform, (iii) the combination of the Products with any other products infringes upon any intellectual property right; (iv) relates to the Local Partner\u2019s sales and marketing e\ufb00orts and activities, or (v) there is any material breach or default by the Local Partner in the performance of its obligations under agreements with FacilityBot, its distributors or End Users.<\/span><\/p>\n

                              \n
                            1. Trade Sanctions and Export Control Laws and Regulations<\/span><\/li>\n<\/ol>\n

                              The Local Partner will comply with all trade sanctions and export control laws and regulations that apply to this Agreement, the parties, and\/or the transactions performed thereunder.<\/span><\/p>\n

                              To the extent the Local Partner engages in any activity pursuant to this Agreement that causes FacilityBot to violate applicable trade sanctions or export control laws or regulations or causes FacilityBot to engage in dealings or transactions with or that bene\ufb01t Restricted Parties, FacilityBot has the option to terminate this Agreement pursuant to Section 12 above, and neither party to the Agreement will be required to continue performance thereunder if this option is invoked. FacilityBot shall not be liable for any damages claimed by the Local Partner if the Agreement is terminated on this basis.<\/span><\/p>\n

                                \n
                              1. Government Restricted Rights<\/span><\/li>\n<\/ol>\n

                                The Local Partner is responsible, at its own expense, for any local government permits, licenses or approvals required to resell Products.<\/span><\/p>\n

                                The Local Partner also agrees not to sell or use, or to allow any customer or partner of the Local Partner to sell or use, Products to \ufb01lter, screen, manage or censor Internet content for consumers without (a) permission from the a\ufb00ected consumers and (b) FacilityBot\u2019s express prior written approval, which may be withheld in FacilityBot\u2019s sole and absolute discretion.<\/span><\/p>\n

                                  \n
                                1. Compliance with Anti-Corruption Laws<\/span><\/li>\n<\/ol>\n

                                  In connection with this Agreement and all the Local Partner activities related to the Products and the Local Partner Programme, the Local Partner will comply with the Singapore Prevention of Corruption Act, and all other anti-bribery laws and regulations applicable to the Local Partner or FacilityBot as well as all codes, policies, and procedures FacilityBot may make available from time to time (individually and collectively, the \u201cAnticorruption Standards\u201d).<\/span><\/p>\n

                                  The Local Partner represents, warrants, and covenants that (a) the Local Partner, its a\ufb03liates, owners, o\ufb03cers, directors, employees, and representatives did not, and will not, (i) o\ufb00er, promise, authorize, or provide anything of value, directly or indirectly, to, or (ii) request, agree to receive, or accept anything of value from, any Government O\ufb03cial, political party, party o\ufb03cial, candidate for political o\ufb03ce, or any other person, or engage in other conduct, that may have caused or may cause the Local Partner or FacilityBot to violate Anticorruption Standards; (b) all information and documentation provided to FacilityBot by or on behalf of the Local Partner are and will be complete and accurate; and (c) The Local Partner will require substantially similar commitments to compliance with Anticorruption Standards in contracts with its suppliers, vendors, End Users, customers or other parties in relation to the Products.<\/span><\/p>\n

                                  The Local Partner acknowledges that, for purposes of this Agreement, a \u201cGovernment O\ufb03cial\u201d \u00a0 is (i) any o\ufb03cer or employee of any government or any department, agency, or instrumentality of a government, (ii) an o\ufb03cer or employee of a public international organization such as the United Nations or the World Bank, (iii) an individual acting in an o\ufb03cial capacity for or on behalf of a government agency, department, instrumentality or of a public international organization, (iv) any o\ufb03cer or employee of a company owned or controlled by any government, or (v) a member of a royal family who may lack formal authority but who may otherwise be in\ufb02uential, including by owning or managing state-owned or controlled companies.<\/span><\/p>\n

                                  The Local Partner represents that, except as previously disclosed in writing by the Local Partner to FacilityBot, none of the Local Partner\u2019s owners, directors, o\ufb03cers, partners, employees, or close family members thereof, i.e., spouses, children, parents and siblings, is presently (or has been within the last year) a Government O\ufb03cial, representative or employee of any political party, holder of public o\ufb03ce, or a candidate for public o\ufb03ce. The Local Partner covenants that it will inform FacilityBot promptly in writing if any such person assumes such a position while at the same time remaining one of the Local Partner\u2019s owners, directors, o\ufb03cers, partners, or employees. Upon FacilityBot\u2019s written request, the Local Partner shall promptly provide written certi\ufb01cations of its compliance with, and the continuing accuracy of, the statements made in, this Section 16.<\/span><\/p>\n

                                    \n
                                  1. Accounting<\/span><\/li>\n<\/ol>\n

                                    The Local Partner shall keep and maintain its books, records and accounts in reasonable detail to accurately re\ufb02ect the Local Partner’s activities and transactions in relation to this Agreement or the Products. The Local Partner represents, warrants, and covenants that it has devised and will maintain a system of internal accounting controls su\ufb03cient to provide reasonable assurances that all expenditures in connection with the Agreement or the Products are properly authorized, recorded, and consistent with this Agreement.\u00a0 FacilityBot or its designated agent shall have the right, upon reasonable notice and at FacilityBot\u2019s expense, to inspect and copy the accounts, books, and records of the Local Partner which may reasonably be related to the Local Partner\u2019s activities or transactions in relation to this Agreement or the Products.<\/span><\/p>\n

                                      \n
                                    1. General<\/span><\/li>\n<\/ol>\n

                                      FacilityBot and the Local Partner are independent contractors. No agency or franchisee relationship between the Local Partner and FacilityBot is created by this Agreement. Neither party shall have any right or authority to act on behalf of the other or represent that it has such right or authority. For the purposes of customer service, technical support, and as a means of facilitating interactions, FacilityBot may periodically send the Local Partner messages of an informational or advertising nature via email and provide account information to related third parties. The Local Partner acknowledges that FacilityBot may use the Local Partner’s company name only in a general list of FacilityBot Local Partners. The Local Partner may not assign this Agreement to another person or entity without \ufb01rst obtaining prior written approval from FacilityBot.\u00a0<\/span><\/p>\n

                                      Each party a\ufb03rmatively represents and warrants to the other that this Agreement has been accepted by its duly authorised representative. Notices sent to FacilityBot shall be sent to sales@facilitybot.co.\u00a0<\/span><\/p>\n

                                      Without regard to or application of choice of laws, rules or principles, any dispute arising out of or relating to this Agreement or the breach thereof shall be governed by Singapore Law. Both parties hereby consent to the exclusive jurisdiction of Singapore.\u00a0<\/span><\/p>\n

                                      This Agreement constitutes the entire agreement between the parties regarding the subject matter herein and the parties have not relied on any promise, representation, or warranty, express or implied, that is not in this Agreement.\u00a0<\/span><\/p>\n

                                      \u00a0<\/span><\/p>\n","protected":false},"excerpt":{"rendered":"

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