OutSystems Channel Partner Agreement

Updated: January 24, 2024

The OutSystems Channel team is thrilled that we will soon onboard you as a new partner! We are providing this overview to you and/or your Legal team responsible for reviewing the terms of our Channel Partner Program, in order to proactively address the most frequently asked questions about our Channel Partner Agreement (CPA).

Our CPA is a framework agreement that governs the general terms of the relationship between OutSystems and its partners. It covers both the referral and reseller motions and explains not only how our partnership works, but also how all our Partners should conduct their business while acting as an OutSystems' representative. It also explains how the opportunities created by you are accepted and how commissions are paid.

This document is not part of the CPA and is provided for clarity and informational purposes only. This document will not be signed by you nor incorporated into the final order package.

What can you do as an OutSystems partner?
Why does OutSystems not accept your agreement template?
Do you have to pay a Fee to be an OutSystems' partner?
How do you book opportunities and get your commissions?
Why does OutSystems not sign or have a direct relationship with the entities you resell our Software License and/or Professional Services?
How can you get a partnership statement from OutSystems for your business purposes?
How does OutSystems handle the protection of your and your client's data?
What warranties does OutSystems provide and what liability does OutSystems assume?
How can you terminate the partnership and what happens once the partnership ends?

What can you do as an OutSystems partner?

Once we onboard you as a Partner, you are authorized to refer and resell OutSystems Software Licenses and/or Professional Services. Although our CPA covers both the referral and reseller motions, this does not mean you have to follow both motions in order to be our Partner. It is up to you to decide if you want to act either as a referral, as a reseller, or as both.

• Referral Partners: are entities that will be promoting and publicizing OutSystems to third parties (prospects). Partners engage in prior conversations and open a direct contact line between the prospects and OutSystems in case there is real interest in purchasing OutSystems' Software License and/or Professional Services. In the referral motion, OutSystems will sell directly to the prospects, and they will become OutSystems customers. Once prospects enter into an agreement with OutSystems, partners are entitled to a commission as set forth in the Channel Partner Program.
• Reseller Partners: are entities that purchase Software Licenses and/or Professional Services to OutSystems with a discount, and then resell those to their clients. In the reseller motion, OutSystems does not have any direct contact with the partner's clients (end-users), as it will be you who will engage in negotiations with the end-users and resell them our Software Licenses and/or Professional Services. The agreements between you and the end-users are not under OutSystems scrutiny as we are not a party in that relationship. Your agreements with end-users, however, must flow down the terms of OutSystems' End User License Agreement.

Why does OutSystems not accept your agreement template?

The CPA and the Channel Partner Program are documents that govern and detail how the OutSystems Channel Program operates, what our partners can and cannot do, how to book their opportunities and get their commissions, etc. These documents are precisely tailored to how our program works and the operational processes we have in place for all of our partners.

Because of the extensive scale of our partner ecosystem, OutSystems cannot accept partners' templates to govern our own partnership program, as each partner's templates are not tailored to how our program works. It would not be operationally practical or efficient for each partner to have its own rules and processes for how they operate as an OutSystems partner.

OutSystems' CPA is a friendly and fairly written agreement that reflects extensive research into market-standard partnership terms for software. It has been carefully tailored for the OutSystems Channel operations, covering all terms and conditions necessary for a high standard and trustworthy referral and reseller motions. It also proactively reflects the most common requests we have received from our partners over time.

As such, accepting partners' templates to govern our partnership is just something OutSystems cannot accept as it will completely disrupt our Channel motion and make it impossible to operate at scale.

Do you have to pay a Fee to be an OutSystems' partner?

In order to participate in the OutSystems Channel Partner Program and to be an authorized partner, we will invoice you with a Partnership Fee annually at the time of the partnership renewal. This Fee will not be charged for the first year of partnership, meaning you only have to pay it for the second and subsequent years, as long as you decide to continue being an OutSystems partner.

This Fee changes depending on the region and/or country where you are located. If you are interested, you can check the Partnership Fee that would be applicable to you here.

How do you book opportunities and get your commissions?

For your opportunities to be successfully registered and considered by OutSystems, you must submit them in the Partner Center portal and include relevant information about them, such as the description, timeline, budget, competition, as well as prospect's identification, sector, market and specific needs and/or demands. This will allow us to check internally if this opportunity is indeed a new one, or if it relates to an existing opportunity that either OutSystems or an OutSystems partner had already been working on. If the opportunity is accepted by OutSystems, you will receive a formal notification through the Partner Center portal.

Following acceptance of the opportunity, you should continue to engage with the prospect to further promote OutSystems. Once the prospect signs an Order for OutSystems Software License and/or Professional Services and officially becomes an OutSystems customer, you are entitled to a commission as set forth in the Channel Partner Program.

Due to competition matters, OutSystems assumes that all opportunities submitted by the partners are deemed as non-exclusive. If you would like to seek exclusivity of a specific opportunity, you should request it in the portal. In the event that exclusivity of an opportunity is granted to you, we will not accept that same opportunity from any partner for a specific identified deadline. Once the deadline is over, exclusivity ends, and the opportunity is again open to other partners.

Why does OutSystems not sign or have a direct relationship with the entities you resell our Software License and/or Professional Services?

As above mentioned, in the reseller motion, OutSystems does not have any direct contact with the end-users, as it will be you who will engage in negotiations with the end-users and resell them our Software Licenses and/or Professional Services. This means that it will be you negotiating and executing any agreements with the end-user in relation to the resell and OutSystems will not be a party in these agreements. End-users are your clients, and you are responsible for all the contracting cycle, as well as to negotiate and resolve any end-user's contractual requests (liability, confidentiality, term and termination, payment terms, etc.).

That being said, keep in mind that OutSystems will not accept to sign any agreements or documents from the end-users, as they are not our customers and reseller deals are not three-party agreements. Nevertheless, you must flow-down the terms of OutSystems' End-User Licensing Agreement before an end-user can download, install, access or use our Software License.

How can you get a partnership statement from OutSystems for your business purposes?

Very often our partners need a declaration from OutSystems stating that they are authorized by us to resell and/or refer our Software Licenses, Support and Professional Services, and that they are recommended to do business on our behalf within a certain territory. Even though all OutSystems' authorized partners are publicly listed on our website, we understand that this is still a standard requirement that some of your clients require to confirm they are engaging with a company that is duly onboarded and entitled to act as our partner.

Every time you would like to get a partnership statement, you do not need to reach out to the OutSystems Channel team. Our Partner Center portal gives you the possibility to request this statement yourself, and the portal will automatically issue the partnership statement. This self-service feature saves time to all stakeholders, and you can request a new partnership statement every time you need to.

How does OutSystems handle the protection of your and your client's data?

All web and mobile applications built using OutSystems are protected by default from top security threats. OutSystems' platform is designed to secure applications as it (i) automatically incorporates the latest security features into all your applications; (ii) encrypts data at rest or integrating with identity management systems; and (iii) includes role-based access to ensure only the right team members have access to change and deploy applications. We provide a dedicated computer security incident response team for managing security threats 24/7 and proactively monitor reputable industry sources for newly discovered security vulnerabilities.

Regarding your personal data, OutSystems does not access or process any of a partner's personal data, so there is no need to sign a Data Processing Agreement (DPA).

As for the personal data of end-users, OutSystems acts as the data processor of their personal data if the end-user's subscription is hosted on our cloud. We only have access to and process the personal data that end-users provide to us. This means that they are in control of what personal data is processed by OutSystems, since they have the power to decide which personal data (if any) their applications will collect. We have a very standard DPA that establishes the rules under which OutSystems processes personal data. It deals with the product and services provided by OutSystems and is part of the OutSystems End-User Licensing Agreement. We use appropriate technical, organizational, and administrative security measures to protect the personal data we process on end-users' behalf against accidental or unlawful loss, misuse, unauthorized access, disclosure, alteration, and destruction.

OutSystems' security measures are continually improved in line with technological developments. If you are interested, please click on the links to find more information about OutSystems' security and OutSystems' compliance.

What warranties does OutSystems provide and what liability does OutSystems assume?

OutSystems provides warranties to our partners covering the operation of our Software in accordance with its documentation, the provision of support services in accordance with our Service Level Agreements, the correction of defects for Professional Services, and compliance with our security protocols.

We provide unlimited liability and will indemnify you for third party claims that our products or services infringes a copyright or patent. We also provide unlimited liability for any direct damages due to OutSystems' fraud, gross negligence, or willful misconduct. For other types of liability, it is a fundamental principle for OutSystems' business operations that liability be capped in proportion to the partner commissions paid. Our liability cap is in line with standard market practice and reflects a fair risk/investment allocation to guarantee fair and proportionate liability for both parties.

Although some partners or end-users want to remove this fundamental principle in order to have unlimited liability, this is not commercially viable for OutSystems given the scale of our operations. OutSystems has thousands of customers and partners, and we are committed to supporting all of them for decades, as evidenced by the fact that we have been in business for over twenty years. Our company strives for long-term relationships and having unlimited liability with one partner could put our business at stake and jeopardize the relationship we have with all the remaining ones.

How can you terminate the partnership and what happens once the partnership ends?

OutSystems partnership is valid for one year counting from the moment a partner Order is executed. The partnership renews for successive one-year terms unless one of the parties gives written notice not to renew not less than thirty days prior to the partnership end date. Notwithstanding, either party can immediately terminate the partnership without any prior notice in case of material breach by the other Party. Additionally, either party may terminate the partnership at any time, for any reason or no reason, and without any liability, by giving the other Party a thirty-day prior written notice.

Upon termination of the partnership, you should discontinue making any representations as an Outsystems partner and, if there are any amounts owned by OutSystems or by you, those become immediately due and payable. Additionally, in order to avoid any impacts or tribulations with prospects operations, all prospects may be pursued by OutSystems directly or transferred to another OutSystems partner.