Public offer
on a partner relationship with NOVA

Licensor — NOVACRM LLP, the developer of the software, which grants others a non-exclusive right to use it.

Licensor’s website — the web pages available at https://nova-kommo.com/.

Software — the “NOVA Platform” software (as a whole and its components): data and commands, including source code, databases, and audiovisual works included by the Licensor, and any documentation for its use. The exclusive right in the Software belongs to the Licensor.

Partner — a legal entity, sole trader, or other person that has accepted this offer and entered into the Agreement in order to earn from selling Clients the right to use the Software.

Client — a legal entity, sole trader, or other person interested in a non-exclusive right to use the Software.

License agreement — the agreement granting the right to use the Software, concluded between the Licensor and the Partner on the terms published on the Licensor’s website.

Sublicense agreement — the agreement the Partner concludes with a Client setting out how the Software may be used.

Partner program — the terms for partner discounts and how deals are arranged.

Deal — actions aimed at providing the Software to a Client from the Licensor through the Partner.

Acceptance — the Partner’s full and unconditional acceptance of the offer.

Account — the section of the Licensor’s service available to the Partner after registration and grant of Partner status, used by the parties under the Agreement.

1.1. The Partner, in its own name and in order to earn, shall find and attract Clients and conclude sublicense agreements with them for the Software that the Licensor provides to the Partner under the license agreement. Where the partner program for the Partner’s status so provides, the Partner shall also provide technical support for the Software within that scope.

1.2. The Licensor shall give the Partner the discounts set out in the partner program for the Partner’s status.

1.3. The Agreement is for the Partner’s promotion and sale of a non-exclusive right to use the Software.

1.4. The Agreement is not a joint venture and does not create a partnership for sharing profits and losses. It covers only the activities the parties have agreed to perform. Each party remains legally, financially, and commercially independent.

1.5. Acceptance of this offer is the action described in clause 2.1.

1.6. After a deal is assigned and the invoice issued by the Licensor is paid, the Partner joins the license offer published at https://nova-kommo.com/agreement_wigets and becomes a licensee with the rights and duties in that license agreement, unless a license agreement between the parties is already in force.

1.7. The Licensor may change this offer unilaterally by publishing a new version at https://nova-kommo.com/partners_offerta.

2.1. To obtain Partner status, the Partner submits the application at https://partners.nova-kommo.com/registration. At the Licensor’s request, the Partner provides incorporation documents and documents confirming the authority of its representative.

2.2. After reviewing the application and documents, the Licensor decides whether to grant Partner status. The Licensor may send the partner program to the email stated in the application or make it available in the Account.

3.1. The Licensor shall:

3.1.1. After the Partner registers a deal, issue an invoice so that a license agreement is concluded or the Partner joins that offer, and give the discounts provided by the partner program.

3.1.2. Provide materials and information the Partner needs to perform the Agreement.

3.1.3. Where technically possible, provide the Software so the Partner can demonstrate it to a Client.

3.1.4. Provide the Partner’s staff with the information needed to learn how to work with the Software.

3.2. The Licensor may:

3.2.1. Decide unilaterally to grant or refuse Partner status.

3.2.2. Refuse to assign a Client to the Partner if the Client is already assigned to another Partner, is already the Licensor’s client, or more than 30 calendar days have passed since the first widget was installed and this Partner has not paid for the account. After that period, assignment is available once the Partner pays in the partner account using the “Pay to another subdomain” button: the payment includes the partner commission, and the account can then be linked.

3.2.3. Unassign a Client if the Client is dissatisfied with the Partner’s services and asks to be assigned to another Partner.

3.2.4. Publish on its website that the Partner exists and that the Agreement has been concluded.

3.2.5. Survey assigned Clients about their satisfaction with the Partner’s support of the Software.

3.2.6. Ask the Partner by email for missing Client information needed to complete a deal.

3.2.7. Change the Partner’s status or suspend the partnership unilaterally if the Partner breaches the partner program, the Agreement, or the license agreement.

3.2.8. Notify the Partner of a status change by email. The status is changed, or the partnership is suspended, when that notice is sent. The Partner must then stop promoting, implementing, and supporting the Software.

3.2.9. Decide unilaterally whether to resume the partnership, including after the Partner’s staff complete certification.

4.1. A Partner that has received Partner status shall:

4.1.1. Tell Clients about the Software’s features, help install and implement it in the Client’s system, and otherwise work with the Client under the partner program.

4.1.2. Comply with the partner program and the Licensor’s license policy.

4.1.3. Register Clients and record communications with them in the partner service or in email with the Licensor.

4.1.4. Support the Software as required for the Partner’s status and under the Licensor’s technical support rules.

4.1.5. Where needed, publish on the Partner’s website information about the Software and about the support the Partner provides under the Agreement.

4.1.6. Support the Licensor’s marketing activities when the Licensor asks by email.

4.1.7. Use test versions of the Software only to demonstrate it to Clients and for the Partner’s own staff, and not for any other purpose.

4.1.8. Provide missing Client information needed to complete a deal no later than 2 business days after the request.

4.1.9. On the day the Agreement is concluded, conclude a license agreement or join the license offer under clause 5.2.

4.1.10. Keep records of Clients and deals.

4.2. The Partner may:

4.2.1. Publish on its own resources that it has concluded the Agreement or a license agreement with the Licensor.

4.2.2. Conclude sublicense agreements with Clients at the prices set by the partner program.

4.2.3. Require the Licensor to provide information and marketing materials about the Software.

5.1. The partner discount is 50% of the Software price published at https://nova-kommo.com/widgets_list. For AI widgets, including top-ups of the AI balance, the partner discount is 30%.

5.2. The Partner pays the Licensor’s invoice under the license agreement between the parties. If there is no such agreement, payment of the invoice is acceptance of the license offer published on the Licensor’s website.

6.1. The parties shall keep confidential the information they treat as a trade secret and shall not disclose confidential information about each other, including information about their business, or use information received under the license agreement to the other party’s detriment.

6.2. The fact that the Agreement has been concluded is not confidential.

6.3. Each party is liable for breach of the Agreement under the law that applies to that party.

6.4. Disputes that the Agreement does not resolve shall first be negotiated. If negotiation fails, the dispute shall be submitted to the competent courts at the Licensor’s principal place of business. A written claim is required first, including a claim sent by email. The period for a response is 10 calendar days from receipt.

6.5. The Licensor is not liable to a Client for the Partner’s actions, or for any loss the Partner or a Client suffers under sublicense agreements between them.

6.6. If a Client claims damages, a refund of fees paid under a sublicense agreement, or penalties from the Licensor because of the Partner’s act or omission, and the Licensor decides to pay the Client, the Partner shall reimburse the Licensor’s costs of that claim.

6.7. Neither party is liable under this Agreement for indirect loss. Indirect loss includes loss of revenue, profit, expected savings, business, or reputation. Liability is limited to documented direct loss caused by a party’s fault and established by a court decision.

6.8. The parties are also liable as provided in the license agreement between them.

6.9. A party is excused from liability for non-performance caused by force majeure, if it proves that those circumstances prevented performance. From the moment force majeure ends, the Agreement continues in the ordinary way.

7.1. When the license agreement is concluded, each party represents to the other that:

• it is duly registered and lawfully carries on business under the law of the country where it is registered;
• it is actually located at its registered address;
• it has the authority, funds, and other resources needed to conclude and perform the Agreement and the license agreement;
• all authority, consents, and approvals required to conclude the Agreement and to act under it have been properly obtained, and individuals have been informed that their personal data may be processed in performing the Agreement;
• the persons who apply for Partner status or to register a deal are authorized to do so.

The parties confirm that:

• they enter into the Agreement voluntarily and understand its nature and legal consequences;
• the Agreement does not infringe any third party’s intellectual property or other property rights;
• the Agreement does not create an undisclosed conflict of interest;
• performing the Agreement does not breach any other contract, court order, or prohibition.

A party that relied on a false representation may terminate the Agreement early, whether or not it has suffered loss, in the manner set out in the Agreement, and may claim damages caused by that false representation.

8.1. The Agreement takes effect when the Partner accepts the offer and is granted Partner status under section 2, and lasts for 1 year. It then renews for another year unless a party gives written notice at least 14 calendar days before the end of the term. Renewal is unlimited.

8.2. Either party may withdraw from the Agreement, in whole or in part, by written notice to the other party at least 14 calendar days before the withdrawal date, except as provided in clauses 8.5 to 8.7.

8.3. On termination, the parties shall complete the payments required by the Agreement, and the Licensor shall perform its duties for the Partner’s deals that were submitted before the termination notice was received.

8.4. After termination, the Partner shall stop promoting, implementing, and supporting the Software, stop using the Software, and, where applicable, delete copies of the Software from its systems.

8.5. If more than 1 year has passed since the Account was opened, the Licensor emails the Partner, at the address given on registration or in the Account, that the Account will be closed and that the Licensor withdraws from the Agreement. That email is withdrawal from the Agreement and replaces the written notice in clause 8.2.

8.6. If the Partner does not sign in to the Account within 7 calendar days after the notice in clause 8.5, the Account is deleted and the Agreement ends for that Partner on the deletion date. Clauses 8.3 and 8.4 apply.

8.7. If the Partner signs in within the period in clause 8.6, the Account is not deleted and the Agreement continues. A further notice under clause 8.5 may be sent no earlier than 1 year after that sign-in.

9.1. Notices and documents under the Agreement may be sent by email and accepted electronically. Electronic records exchanged by the parties are valid between them.

9.2. Each party shall tell the other of a change to its details, and of any decision to liquidate or reorganize it, within 15 calendar days. If a party fails to do so, the other party is not liable for the consequences.

9.3. By entering into the Agreement, the Partner agrees to receive further information and mailings at the email address and phone number given on registration or later provided to the Licensor.

9.4. By entering into the Agreement, the Partner confirms that it has a lawful basis to process information it holds, including Clients’ personal data, and that it has read and accepts the partner program and the Licensor’s license policy.

9.5. Each party may use the other’s name, trademarks, logos, and other identifiers, and the fact that the Agreement has been concluded, including on its website, in the press, in marketing materials, interviews, and presentations.