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Partner Agreement

Published and effective 22 September 2025

Table of Contents

Partner Agreement

Introductory Summary

By listing your solutions and/or services on the SMEplify platform, all Partners are deemed to have accepted and agreed to the terms of this Partner Agreement. This Agreement governs the relationship between SMEplify (as Platform Operator) and its Partners and applies to all current and future listings on the SMEplify marketplace.

1. Parties

Platform Operator: SMEplify Pte Ltd & SMEplify Sdn Bhd (“Platform Operator”)

Partner: [Company Name] (“Partner”)

2. Purpose

This Agreement sets forth the terms under which Partners list, market, and deliver their solutions and/or services through the Platform Operator’s B2B digital platform.

3. Intellectual Property (IP) Ownership

3.1 Partner IP

All intellectual property rights in Partner’s solutions, services, software, documentation, trademarks, and other related materials (“Partner IP”) shall remain the sole and exclusive property of the Partner.

Nothing in this Agreement transfers ownership of Partner IP to the Platform Operator or to customers.

3.2 Platform Operator IP

All Intellectual Property rights in the Platform Operator’s customized applications, software, infrastructure, integrations, or enhancements (“Platform IP”) shall remain the sole and exclusive property of the Platform Operator.

Where Partner’s solutions/services are incorporated into the Platform IP (e.g., via APIs, connectors, or app modules), such incorporation does not grant the Partner any ownership rights in the Platform IP.

3.3 Joint Work / Customization

If a Partner requests customizations or integrations by the Platform Operator, then:

The underlying Platform IP remains the property of the Platform Operator.

Any Partner-specific enhancements developed solely for the Partner’s solution shall be deemed jointly owned, but with a perpetual license for each party to use independently, unless otherwise agreed in writing.

4. Licenses on Right of Use

Partners grant the Platform Operator a non-exclusive, worldwide, royalty-free license to market, distribute, and facilitate delivery of Partner’s solutions and services through the Platform.

End customers obtain only those usage rights as explicitly defined by Partner’s own terms and conditions.

5. Confidentiality

Both parties agree to maintain confidentiality over proprietary and sensitive information. Confidentiality obligations survive for five (5) years after termination of this Agreement.
 
Exclusions: Information already in the public domain, independently developed, or disclosed as required by law.
Upon termination, each party must return or securely destroy the other party’s confidential information upon request.

6. Brand & Attribution

Partner’s solutions shall be marketed under Partner’s brand name and logo, with clear attribution.
The Platform Operator may display its own brand alongside Partner branding, reflecting co-distribution

7. Revenue Sharing / Commercial Terms

Revenue share models, pricing, and payment cycles shall be discussed in detail and mutually agreed between the parties in writing.
 
The Platform Operator will always front the end-customer relationship, including invoicing and payment collection.
  • SMEplify will collect payments directly from end customers.
  • Any service level commitments to end customers are back-to-back, meaning they mirror the service levels committed by Partner to SMEplify.
  • SMEplify provides first-line customer support and escalates issues to the Partner when required.

8. Customer Terms

Customers accessing Partner’s solutions/services via the Platform must agree to the Partner’s End User License Agreement (EULA) or equivalent terms.

The Platform Operator shall not be liable for customers’ misuse of Partner IP beyond commercially reasonable enforcement of terms.

9. Data Protection & Security

Both parties shall comply with all applicable data protection and cybersecurity laws, including Singapore’s PDPA and Malaysia’s PDPA.

The Partner agrees to maintain commercially reasonable technical and organizational measures to safeguard customer data and prevent unauthorized access.

10. Indemnity & Liability

The Partner shall indemnify and hold harmless the Platform Operator against claims relating to:
  • IP infringement of Partner’s solutions/services;
  • Failures, defects, or misrepresentations in Partner’s offerings.
 
The Platform Operator’s liability under this Agreement shall be limited to fees received in the twelve (12) months prior to the claim.

11. Dispute Resolution

Any disputes relating to IP ownership, commercial terms, or misuse shall first be addressed through good faith discussions.

If unresolved, disputes shall be referred to arbitration in Singapore under the rules of the Singapore International Arbitration Centre (SIAC), with one arbitrator.

12. Term & Termination

Either party may terminate with sixty (60) days’ written notice.
Upon termination:
  • Partner IP shall be removed from the Platform.
  • Platform IP remains unaffected and fully retained by the Platform Operator.