This article outlines the general terms & conditions agreed between Capptions and our Partners
Capptions Partnership Agreements consist of 4 distinct sets of Agreements:
- General Terms of Service (Based on NLDigital Terms)
- Marketplace Content Guidelines
- Partnership Agreement General (This document)
- Partnership Commercial Agreements (To be agreed upon)
1 General Terms of Service (based on NLDigital Terms)
General Terms of Service are based on the NLDigital boilerplate. This is the Dutch Industry Body’s outline for software companies like Capptions. Capptions’ Terms of Service are a subset of relevant articles from this industry boilerplate and are published at capptions.com/terms.
Integral to the Terms of Service agreement is the Data Processing Agreement (also based on NLDigital master) which includes a list of Vendors that we use with a description of the scope for which Capptions uses them. E.g. Hubspot, Google, Amazon Web Services. The Data Processing agreement is also published at capptions.com/terms
2 Marketplace Content Guidelines
In order to maintain a high-level of quality in the Marketplace, each publishing partner agrees to adhere to the Marketplace Content Guidelines published at capptions.com/terms. The goal is to maintain a high-level of quality for both the Content and the Service rendered to end-customers. Needless to say, for maintaining a high level of quality preventing inappropriate, harmful or otherwise irrelevant content can not be published via the Capptions Platform.
3 Partnership Agreement General
Capptions launches the world’s first EHS and ESG and related standards compliance marketplace. Each partner in the Capptions Ecosystem commits to world-class quality service. All content published for Management System as-a-service and Compliance & Certification as-as-service (Maas, Caas) should be of the highest quality in order to build and maintain a world-class reputation for both Capptions, the Partner and the clients. This addendum to the Capptions Terms outlines the specifics of the partnership between Capptions and Marketplace Content Partners.
3.1 Commitment to world-class compliance expertise
It is Capptions and Partners’ joint ambition to provide world-class compliance content and services through the marketplace. Capptions commits to provide world-class Saas software and Partner commits to provide expertise in the form of templates to the best of their ability and at least on or above industry standards best practice.
3.2 Referrals and Revenue Sharing on Software and Marketplace Bundles
Partner and Capptions agree to mutually promote each other in their respective networks and share revenue upon sales realized. Partner shares revenue with Capptions on all content & service published (one-off or subscription) in the Marketplace.
Capptions shares revenue on all software fees of users referred by the partner using their unique referral-URL and/or referral codes used by the end-user. The revenue sharing extends also to users added by the first users through their first workspace created.
Partner and Capptions agree to commercial schedules on referral fees specified in a separate agreement (See Article 4).
3.3. Capptions as Payment & invoicing provider
The Capptions Direct Platform is built and designed to automate as much of the manual handling and administration for the customer as possible. In the same spirit, Capptions Direct also automates manual handling and administration for the teams of the partner and the Capptions team itself. For that matter, Capptions liaises with payment providers to technically process payments, receipts and invoices. The current payment provider of choice is Stripe.
Partner agrees that Capptions will process payments and send invoices on purchases made by client in the Marketplace with the help of (Stripe).
Partner also appoints Capptions as service provider for the collection of payments and the processing of invoices. This means that on the bank and/or credit card statements of the client Capptions will be named as the vendor. This also means that Capptions will send receipts of payment and the invoices stating applicable taxes to the client. On the invoices Capptions will refer to the partner as the service provider behind the bundles purchased.
Partner consents that Capptions will process the collection (and/or shifting) of VAT and other applicable taxes with the help of the technical service providers selected by Capptions (Stripe). For the purposes mentioned above, Partner will be asked to create a Stripe account for the automated reception and processing of revenues and revenue shares. Upon becoming a Marketplace Content Creator, Partner will agree to the creation of such account with the dedicated payment and invoice processor and to the ToS of this processor (Stripe).
Partner agrees to provide general terms and conditions for all bundles, templates and services sold through the marketplace.
3.4 Transfer of customer details and Commitment to Service
Each client acquired, serviced and invoiced through the Marketplace will become a client of the Partner that published, maintains and services the Marketplace bundle. Capptions will auto-generate a counter-invoice on behalf of Partner to Capptions for all bundles and services sold through the marketplace according to the revenue share percentages agreed on an aggregate monthly basis.
Partner accepts each client that has acquired content or services via the Capptions marketplace to become their own customer. Partner commits to servicing the client and the bundles purchased by the client to the best of their ability and at least to comparable industry standards. This commitment to service covers but is not limited to:
- providing contact information in the marketplace for the customer to use in case of need for support
- engaging enough customers to provide a reliable rating (*****), as well as written reviews / recommendations on the bundles offered by the partner
- Iterating the contents of the bundle as well as the services behind it until at minimum an average rating of 4 out of 5 stars is established
3.5 Commitment to revenue
Partner and Capptions engage in a revenue sharing agreement that follows the schedule indicated in the Partner Handbook. The first tier is without revenue target, the second and following have specified revenue targets. Each tier also has a revenue sharing percentage agreed in the Partnership Commercial Agreements contract.
- Each bundle has meta-information:
- a name,
- a short description
- Terms and Conditions URL
- a detailed description
- media (images)
- Each bundle contains at least one form, workflow or report, there is no upper limit on each of the templates.
- Each bundle also contains pricing information, which can be defined as:
- One-off purchase with the right of the end-user to view template details and edit them;
- One-off purchase without the right to view and edit content;
- Subscription; in this case the template details and the possibility to edit them is disabled for the end-user;
- A combination of subscription and one-off;
- NB: the one-off price may also refer to professional services charged for onboarding support by the partner;
- Once published in the marketplace, bundle details and pricing information is shown as in the examples below:
- Example 1: Workplace inspection forms + workflow + report, managed, offered on subscription basis
- Example 2: One-off onboarding training (professional services)
3.6 Moderation & Administration
Capptions provides the partner with dashboards and moderation tools to support the operational processes around servicing customers and maintaining proper administration. The dashboard will partly be maintained in the Capptions Direct platform, and partly be provided through the payment provider of choice (Stripe).
The Capptions Direct partner dashboard will allow the partner to manage:
- The referrer-link and referrer code
- The overview of customers accepting the referrer-links, as well as their workspace and the additional users signed up under the referrer-link inside the workspace
- The providing of support to customers using the support permission mechanism. This means that customers can request partner’s team member to become support users in the customer workspace and provide help
The Stripe dashboard provides insight in all revenues and revenue shares generated through Capptions Direct and the Marketplace on a per workspace basis.
3.7 API for CRM and ERP integration
Capptions provides an API that allows full integration to partners CRM-system to further automate partners’ administrative processes, for purposes of support, marketing, invoicing and finance. Partner may realize any of the necessary integrations using the (soon to be) documented, open API provided by Capptions or request professional services from Capptions’ team for helping realizing the desired integrations and automations. For professional services Capptions and Partner will enter into separate professional services agreements and the Capptions ToS with them.
4 Partnership Commercial Agreements
Partnership Commercial Agreements Contract Addendum to be agreed in writing between Partner and Capptions, outlining:
- Business objectives of Partnership
- Promotion / Referral partnership
- Integration service providership
- Content partnership, aimed at publishing, selling and servicing template-bundles
- Strategic market development
- Territory, in terms of focus on a long-tail of lookalike target ICPs
- Use-cases / work-process areas
- Geography
- Industry
- Pain-points of ICP and proposed solution
- Revenue Goals
- Commercial terms
- Revenue sharing
- Upfront commitments