Business transactions are not as easy as they were back in the day. Today’s 21st-century professionals use contracts and agreements to ensure all the nuances of a business deal are well-covered, and each party involved in it gets their end of the bargain.
At To-Increase, there are many types of agreements used to seal the deal. The vast variety of abbreviations and terms used across all these agreements can make it further difficult for you to get your head around them. We can understand this struggle and wish to make it easier by helping you see how these apply and work at To-Increase.
In this blog, I will explain the six most common agreements within To-Increase on a general level and provide a guide on when and why you would need them.
Agreements used within To-Increase
- Non-Disclosure Agreement (NDA) for companies considering To-Increase as a vendor
- Software Purchase Agreement (SPA) for To-Increase customers
- Partner Agreement for To-Increase resellers
- Standard License Terms (SLT) for To-Increase software users
- Data Processing Agreement (DPA) for To-Increase software users
- Master Service Agreement (MSA) for To-Increase resellers and customers
Non-disclosure Agreement (NDA) for companies considering To-Increase as a vendor
The NDA regulates the exchange of confidential information in the period before entering further agreements. Its purpose is to create a secure environment in which the parties feel comfortable sharing sensitive information in good faith. The NDA shall be used whenever To-Increase, as a potential vendor or partner, is part of a preliminary process of discussing a business opportunity with a customer or partner, and there is a likelihood that confidential information would be shared between the parties.
To-Increase will apply an NDA under the following three circumstances:
- To-Increase is sharing information
- To-Increase is receiving information
- To-Increase is both sharing and receiving information
Our NDA is built upon extensive international experience in customer needs. And, to this end, we have created 3 templates to accommodate the 3 different scenarios above.
The NDA shall govern only the sharing of information between To-Increase and the customer/partner. It does not cover or constitute any other relationship. Therefore, it is essential that the NDA does not try and regulate other parts of the relationship with the parties concerned.
To-Increase will not be able to accept or enter NDAs that govern any areas other than the disclosure of information. For instance, some customers or partners insert anti-competition clauses in the NDA to govern competition behavior or clauses regulating the transfer of intellectual property rights. It is a misconception that such terms should be added to an NDA, and To-Increase cannot accept such additions.
The NDA will expire once further agreements, like the SPA, MSA, or SLT, are entered into effect.
Find the To-Increase Mutual Non-Disclosure Agreement (NDA) here.
Software Purchase Agreement (SPA) for To-Increase customers
This agreement is used when conducting business directly between To-Increase and the user of To-Increase software (customer). It is not needed if you’re entering a partner agreement with To-Increase.
The Software Purchase Agreement (SPA) regulates the actual delivery of any software to you (the customer) directly. The SPA states the units of measures (such as the number of users, modules, or customers) for the relevant software. It thereby defines the amounts of licenses delivered to you (the customer). The commercial terms, including the agreed package and pricing, are added to an addendum to the SPA. Any further purchases of new licenses or other products will be added to new addendums as need be.
We intend to make this agreement as easy as possible and give you the most pleasant customer experience possible. We strive to make your purchase process directly with To-Increase as easy as taking a product from the shelves in the supermarket and buying it right away.
We have standardized and utilized terms based on marked standards to make the SPA as easy to understand as possible for both parties. The SPA uses terminology and conditions closely aligned with the language used by Microsoft. The Software Purchase Agreement has a close relationship with the To-Increase Standard License Terms (SLT), which will be further explained below.
Find the latest To-Increase Software Purchase Agreement (SPA) here
Partner agreement for To-Increase resellers (mostly VARs)
This agreement is used when conducting sales indirectly with an end-customer. It is not needed if you’re entering a Software Purchase Agreement (SPA) with To-Increase.
The partner agreement is in place to manage the situation in which To-Increase is delivering software products to a partner, who has a commercial relationship with an end-customer for delivery of To-Increase products, services, or both.
The partner is responsible for delivering the software to end-customers as well as claiming payments from them. The partner agreement regulates the delivery of To-Increase software to a partner (and not to the end-customer). To-Increase will not have any direct relationship with the end-customers for the delivery of software or services, and as such this shall be the responsibility of the partner.
This agreement reflects the latest To-Increase Partner Program, which is in place to help partners in their go-to-market and sales activities.
In this indirect scenario, the end-customer will need to sign To-Increase’s Standard License Terms (SLT). The purpose of the SLT will be further elaborated below.
Software License Terms (SLT) for To-Increase software users
The Software License Terms is our most frequently used and an essential contract document. The SLT governs the actual use of any To-Increase product(s), including how, when, and for what an end-customer can use them. ANY user must accept an SLT before using any To-Increase software.
The terms here are entirely standardized globally to ensure the customers enjoy an optimal user experience and that they all receive the same high level of commitment from To-Increase. To this end, the SLT is not negotiable as To-Increase must ensure a uniform and globally applicable usage of our products.
As a minimum requirement, a digital signature of the SLT is necessary when there is no Software Purchase Agreement (SPA) in place between the user of To-Increase software and To-Increase. If you have made a purchase directly with To-Increase through SPA, the SLT approval will already be embedded with your signature of the SPA.
Find the To-Increase Software License Terms (SLT) here for Perpetual and here for Subscription.
Why are the SLT and SPA separate?
The core purpose of the SLT is to regulate software usage, while the SPA is in place to define the software delivery and units of measures. This distinction of agreements is because To-Increase offers multiple delivery options, but only a few usage options. To-Increase seeks to make the process of buying its software and services as easy as possible for its customers.
Data Processing Agreement (DPA) for To-Increase software users
A Data Processing Agreement is used when a vendor (like To-Increase) processes or has access to customers’ personal data. For you, as a customer, this would be relevant when you need To-Increase to provide additional support or services for your To-Increase products.
At To-Increase, we respect and care for our customers’ data (including any personal data), and have, therefore, created a DPA based on marked standards, giving our customers peace of mind and thus ensuring compliance with the relevant data protection regulations. This standard DPA is fully optimized toward the current requirements under the European personal data law.
Find the To-Increase Data Processing Agreement (DPA) here
Master Service Agreement (MSA) for resellers and customers of To-Increase
The purpose of our Master Service Agreement (MSA) is to provide a customer or partner with additional services or support for To-Increase products. This could be additional customization of To-Increase products or the development of new specific functionality for our products.
The MSA differs substantially from all the above-mentioned agreements as it is based on a consultancy model with a frame agreement. All deliveries under this frame agreement are further specified in work orders. The advantage of this model is that it grants all the parties involved a vast scope to stipulate the services to be delivered without being constrained by a rigid legal framework.
The MSA is based on an established contract platform, which has been used globally with great success.
Find the To-Increase Master Service Agreement (MSA) here
Any questions?
Now, with this overview, you have the first insight into the agreements landscape within To-Increase. Hopefully, you now have a better understanding of the agreements presented to you and their purposes.
To-Increase is deeply committed to enabling you to optimize and empower your business. We want to offer a legal platform that ensures ease of use together with a clear purpose and understanding of the legal framework in place.
If you have any questions, do not hesitate to reach out to your sales specialist for more information on any of these agreements or get in touch.
Note: This blog post is purely informational and cannot substitute actual and individual legal advice.
Luciano Cunha
Michiel Toppers
