Partner Program Agreement · Effective date: July 1, 2026.
Please read this Partner Program Agreement ("Agreement") carefully. By ticking the "I accept" checkbox or registering at https://partners.vnclagoon.com/auth/register, you agree to be bound by all the provisions of this contract on behalf of your legal entity (the "Partner").
1.1 This Agreement is legally entered into by VNC – Virtual Network Consult AG, Poststrasse 24, 6302 Zug, Switzerland ("VNC") and the registering enterprise partner ("Partner"). It governs the terms of onboarding, strategic alignment, and program guidelines within the VNClagoon Partner Ecosystem.
1.2 Commercial Transactions Separated: This Agreement establishes only general framework conditions. Any resale quotas, price margins, territory exclusions, dedicated Service Level Agreements, or joint venture operations require a separately signed "Commercial Addendum" or a written individual purchase order signed by both authorized parties.
2.1 Independent Parties: VNC and Partner act solely as independent contractors. Nothing in this Agreement shall be interpreted as establishing a joint venture, partnership, agency relationship, formal franchise structure, or employment relationship under Swiss law.
2.2 No Representation Right: Partner has no authority to authorize contracts, create debts, execute amendments, or represent itself as an official proxy of VNC. Partner must never make warranties on VNC's behalf that exceed VNC's standard developer guarantees.
3.1 Professional Business Entity Status: This Partner Program is constructed exclusively as a Business-to-Business (B2B) network. The registration and program execution are strictly intended for corporate entities, public sector bodies, system integration agencies, and professionals acting in their commercial capacity.
3.2 By registering, the Partner formally declares that they are not acting as consumers (under Art. 120 Swiss Federal Code of Private International Law) and that all operations are associated with professional corporate activities.
4.1 Tier System: VNC may offer varied program levels (e.g., Registered Partner, Gold Partner, Alliance Partner) subject to certification requirements, software sales volume, or engineering competence.
4.2 Evaluation Rights: VNC maintains the sole authority to elevate, downgrade, or suspend any Partner level, with or without notice, based on performance audits, market reputation, or continuous training requirements.
5.1 Open Source Boundaries: Aspects of VNClagoon released under open-source standards (such as AGPL/GPL) remain governed by their respective licenses. This Agreement does not restrict permissions granted thereunder.
5.2 Closed Source and Trade Secrets: All proprietary modules (such as VNCuxf interface frameworks, Confidential AI wrappers, or enterprise compiled packages) and administrative portal interfaces remain the exclusive property of VNC.
5.3 Reverse Engineering Prohibitions: Partner must not (and must not assist customers to) decompile, decrypt, or attempt to extract source mechanisms of non-open-source enterprise components, unless permitted by mandatory Swiss law.
6.1 Royalty-Free Licensing: To continuously improve VNClagoon, Partner may send suggestions, optimization tickets, or feature requests. Partner hereby grants VNC a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to build, sell, distribute, or otherwise utilize all such feedback without compensation.
7.1 On-Premise Audit Checks: For VNClagoon packages installed on a Partner's or end-user's private server infrastructure (On-Premise), VNC reserves the right, once per calendar year, to inspect seat configurations and license compliance.
7.2 Remediation: If the audit reveals that more seats (user accounts) were deployed than registered and paid for, Partner must settle the difference at VNC's standard corporate price list within thirty (30) days.
8.1 Export Control: The VNClagoon security and messaging suite handles strong encryption, confidential communication, and AI engines. Partner represents that it will comply with all domestic and international export control laws (such as Swiss SECO, EU, and US export restrictions). Partner shall not export, re-export, or make accessible VNC software to embargoed nations or prohibited list individuals.
8.2 Anti-Bribery Protection: Partner represents that its employees and subcontractor networks will strictly comply with local anti-bribery regulations, the US Foreign Corrupt Practices Act (FCPA), and relevant national standards. No payments or valuables shall be offered to public officials to gain sales advantages.
9.1 Classification: Partner may receive non-public details including developer roadmaps, private pricing tables, beta modules, sales projections, and custom specifications.
9.2 Non-Disclosure: Partner must protect this information with at least the same degree of care it protects its own class of trade secrets, but not less than logical, industry-standard administrative security. This duty persists for five (5) years following any Program termination.
10.1 Unlimited liability under Swiss law persists only for willful intent (Absicht) or gross negligence (grobe Fahrlässigkeit). Any liability of VNC for auxiliary agents (Art. 101 CO) is fully excluded.
10.2 Exclusion of Negligence and Consequences: For all other levels of negligence, VNC's liability for contract breaches or tort is excluded. VNC will never be liable for lost margins, business interruptions, third-party system data loss, or indirect damage of any kind.
11.1 Governing Law: This Agreement and any arising legal issues between VNC and the Partner are governed exclusively by the substantive law of SWITZERLAND (without reference to international conflict rules or the CISG).
11.2 Venue: The exclusive place of venue for all litigation, claims, or interpretative disputes is the competent court of ZUG, SWITZERLAND. VNC retains the right to initiate actions at the Partner's domicile.