This Huawei Cloud Solution Provider Cooperation Agreement (hereinafter “Agreement”) is made by and between the Huawei Cloud Contracting Party as defined in Section 14.4 of this Agreement (hereinafter “Huawei Cloud”, “we”, “us”, or “our”), and you or the company or other legal entity you represent (hereinafter “Cloud Solution Provider”, “you” or “your”) regarding the reselling by you of Huawei Cloud services (the “Services”). If you enter into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the requisite power and authority to do so and to bind the entity to the terms and conditions of this Agreement. You also represent to us that you act in your professional capacity and not as a consumer. This Agreement takes effect as of the date you accept this Agreement and will be binding on you from said date (“Effective Date”).

You and Huawei Cloud are each referred to as a “Party” and collectively as “Parties” hereunder.

1. Cloud Solution Provider Rights

1.1 Resale Rights. Subject to the terms and conditions of this Agreement, Huawei Cloud grants Cloud Solution Provider a non-exclusive, non-sublicensable, non-transferable right to resell the Services or combine the Services into its own solution and resell a solution package(s) to End Users in the authorized sales territory (as defined in clause 1.4).

1.2 Use of Services. Cloud Solution Provider’s access to and use of Services will be governed by the terms and conditions of the Huawei Cloud Customer Agreement, which Cloud Solution Provider will enter into separately and is available at https://www.huaweicloud.com/eu/declaration/sa_cua.html (“Customer Agreement”).

1.3 Cloud Solution Provider Account. Huawei Cloud account (the “Account”) will be the account to access and use the Services. You may allow the End Users to connect to your Cloud Solution Provider Account in accordance with the Terms of Service for Huawei Cloud Solution Providers.

1.4 Authorized Sales Territory. The Authorized Sales Territory is worldwide. In an emergency situation, we may remove a country, region or territory from the Authorized Sales Territory by giving you written notice, and you shall cease offering or selling the Services to End Users in the country, region or territory specified in such notice upon receiving the same. For the purpose of this Agreement, emergency situations may include, but are not limited to, situations: (a) that will impose a security threat to Huawei Cloud, Cloud Solution Provider or an End User in that region, country or territory; (b) that will or may lead to non-compliance of applicable laws, regulations or legally binding requests issued by governmental, regulatory or other competent authorities by Huawei Cloud, Cloud Solution Provider or an End User; or (c) that Huawei Cloud otherwise deems to be an emergency situation in its sole discretion.

1.5 Direct Resale. You are only permitted to resell directly to End Users under this Agreement. You shall obtain our prior consent, and additional terms shall be agreed by the Parties, if you intend to sell the Services through an additional tier or additional multiple tiers of distributors or resellers.

1.6 Support.  If Cloud Solution Provider does not have the capacity to serve the End User, you can choose to purchase the Partner Support Plans, which are available at

https://support.huaweicloud.com/eu/productdesc-partnersupportplan/partner_supportplans_01_0002.html.

2. Cloud Solution Provider Obligations

2.1 General. You must not cause or permit others to:

a. Distribute or resell the Services in any manner except as expressly provided in this Agreement;

b. Remove or modify any program markings or any notice of Huawei Cloud’s or its licensors’ proprietary rights;

c. Modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, distribute, republish or download any part of the Services (the foregoing prohibitions include but are not limited to review of data structures or similar materials produced by programs) or access or use the Services in order to build or support, and/or assist a third party in building or supporting products or services competitive with Huawei Cloud;

d. Perform or disclose the results of any benchmark or penetration tests of the Services;

e. Perform or disclose any of the following security testing of the Services or associated infrastructure: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing;

f. Make any representations, warranties and other statements on Huawei Cloud’s behalf or that are likely to be construed by a reasonable End User as being made on behalf of Huawei Cloud, except as expressly authorized or directed in writing by Huawei Cloud;

g. Engage in any conduct that may be detrimental to Huawei Cloud or to the Services;

h. Enter into any agreement which requires or purports to require Huawei Cloud to take any actions that are in conflict with the terms of this Agreement; and

i. Provide any information or material to Huawei Cloud or End Users which is not correct or accurate in all respects.

2.2 To manage End User transactions, Cloud Solution Provider may choose to use tools made available by Huawei Cloud such as customer budget management, customer account freezing, customer resource freezing, customer order placing, and customer service maintenance. The use of such tools is entirely at Cloud Solution Provider’s risk and Cloud Solution Provider is responsible for any consequences that may arise from the use of such tools including where End Users cannot purchase new resources, cannot use resources, or resources are deleted resulting from the use of these tools. Cloud Solution Provider shall be solely responsible for any losses, damages, liabilities or costs arising from the use of such tools and Huawei Cloud shall not be liable for any claims or disputes between Cloud Solution Provider and End User caused by incorrect use of these tools.

2.3 Cloud Solution Provider is wholly responsible for the quality of Services provided to and used by End Users as well as any risks relating to transacting with End Users. The payment obligations of Cloud Solution Provider shall not be affected by any expenses incurred due to misuse of the Services by the End User.

2.4 Delivery and After-Sales Service. Cloud Solution Provider is responsible for the delivery of and providing after-sales service relating to the Services sold by Cloud Solution Provider to its End Users, in accordance with the agreement(s) between Cloud Solution Provider and End Users. Cloud Solution Provider is responsible for the quality of such delivery and after-sales service. Cloud Solution Provider may also choose to purchase the Partner Support Plans as described at Section 1.6 above. Huawei Cloud shall not be responsible or liable for the outcome or quality of such delivery and after-sales service, and gives no representations and warranties as to the same. Huawei Cloud does not guarantee the satisfaction of End Users. Cloud Solution Provider shall at all times remain fully responsible for its obligations under this Section 2.4 and for any obligations owed to its End Users.

2.5 End User Agreement. Cloud Solution Provider shall enter into an agreement with the End User for End User’s use of and access to the Services. Cloud Solution Provider shall ensure that the terms and conditions of that agreement are in line with and consistent with the terms and conditions of this Agreement. In addition, Cloud Solution Provider shall procure the End User to sign the Huawei Cloud End User License Agreement which is available at https://www.huaweicloud.com/eu/declaration/eula.html.

In case of a conflict between provisions of an agreement between Cloud Solution Provider and the End User for End User's use and access to the Services and the Huawei Cloud End User License Agreement, the provisions of the latter will apply.

2.6 You shall not allow your End Users to access and use Huawei Cloud services to carry out any behaviors that violate applicable laws and regulations and are prohibited by the Acceptable Use Policy, or use Huawei Cloud services to store and process any content that violates applicable laws and regulations and is prohibited by the Acceptable Use Policy. In the event that your End Users breaches the Acceptable Use Policy, we reserve the right to take appropriate measures against both you and your End Users, as outlined in the Acceptable Use Policy. Such measures may include, but are not limited to, the deletion or blocking of related content, as well as the suspension or termination of your and your End User's accounts. It is incumbent upon you to cooperate with us in the implementation of these measures, particularly with respect to any illegal behaviors or content.

2.7 The Services may only be obtained through authorized channels, such as the Huawei Cloud official website. It is strictly prohibited for you to implant malware, backdoors, Trojan horses, or any other viruses in any form to forge or tamper with any aspect of the Services or Huawei Cloud systems and networks.

3. Pricing, Taxes and Payment

3.1 Pricing. The pricing for each program is available at https://www.huaweicloud.com/eu/pricing.html.

3.2 Taxes.

3.2.1    Fees for Services are：

i. exclusive of VAT, sales tax, goods and service tax (GST) or any similar or analogous turnover tax applicable in a relevant territory if any, which shall be charged in addition thereto in accordance with the relevant laws and regulations in force at the time of making the relevant taxable supply.

ii. inclusive of:

withholding tax, or any similar or analogous tax applicable in a relevant territory if any, which shall be deducted from Fees thereto, and any other taxes which should be filed and paid by us in accordance with the relevant laws and regulations.

3.2.2 Each Party shall, as required under applicable laws and regulations as well as the applicable double tax treaties or arrangements, file and pay all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) respectively that are imposed on that Party upon or with respect to the transactions and payments contemplated under this Agreement. 

3.2.3 All payments to be made by you to us under this Agreement shall be made without any set-off, counterclaim, withholding or deduction, be it tax-related or otherwise, unless specifically required by any applicable laws and/or regulations in the territory or under the applicable double tax treaties or arrangements.

3.2.4 In the circumstance that a withholding tax or tax deduction is so required, you shall fulfill the withholding liability and make the payment to us net of the withholding tax or tax deduction, subject to the following requirements under this Section.

i. Where preferential tax treatment is applicable under a double tax treaty or arrangement, or the prevailing domestic tax laws/regulations, only the tax amount under such preferential tax treatment should be withheld by you. You shall apply to tax authorities for such preferential tax treatment with reasonable efforts. We will provide appropriate assistance during the application. To the extent that the tax authorities do not grant such preferential tax treatment, you shall provide appropriate evidence to us to support the application of the standard tax treatment.

ii. Where there are Taxes to be withheld, you shall provide us with the formal tax clearance/payment certificates or other equivalent legal documents issued by the tax authority within 60 days after the completion of such withholding activity. You shall be responsible for obtaining such tax clearance certificate or equivalent legal document from the tax authority, and deliver it to us properly in good condition (i.e. not broken, stained or blurred that might affect our use) with reasonable effort. In case that a tax authority does not provide a formal tax clearance, payment certificate or equivalent legal documents, we will mutually agree what other alternative evidence can be provided. In case that such tax clearance certificate or equivalent legal document could not be provided to us due to your negligence or non-compliance, you shall indemnify us for any losses, damage, expense or cost caused thereby.

iii. If you pay the charge to us net of the withholding tax or tax deduction, and a  subsequent tax audit, investigation or inquiry identifies that a filing, withholding or deduction should have been made for/from the charge, you shall be liable to bear and pay amounts due under such a filing, deduction and any surcharges and penalties due thereon to the relevant authority.

3.2.5 If We incur any additional tax costs or liabilities as a consequence of your delay or omission of above mentioned tax responsibilities or due to the provision of false or incomplete information by you which is necessary for us to determine and meet our above mentioned tax responsibilities arising from our supplies of services to you (including but not limited to information relevant to the determination of your country of tax residency), you shall be solely and exclusively liable to bear such costs related to Taxes not withheld, deducted, or reported, along with any interest, penalties and other charges associated therewith which are to be settled with the relevant governmental or tax authorities.

3.2.6 If, subsequent to the entering into, during the course  of the performance of, or retrospectively applicable to this Agreement, any rates of existing Taxes are increased or decreased, a new Tax is levied, an existing Tax is abolished, or any change in the interpretation or application of any Tax is adopted (collectively referred as “Tax  Changes”), an equitable adjustment of the Agreement Price shall be made, taking into full account of the Tax Changes, to protect us from the detrimental impact thereof, if any. 

3.3 Payment. The Services fees will be paid by Cloud Solution Provider in accordance with the payment terms set forth in the Customer Agreement. We will issue invoices to Cloud Solution Providers after each monthly bill is generated.

3.4 Overdue Payment. If Cloud Solution Provider is in breach of its payment obligations to Huawei Cloud and fails to cure the breach within 14 days of being notified by Huawei Cloud of the breach and requesting cure of the same, Huawei Cloud may immediately terminate this Agreement and/or any other agreements between the Parties, without prejudice to any other rights or remedies that Huawei Cloud may have under this Agreement, any other agreements and/or applicable law. Huawei Cloud may in its sole discretion remove Your Content stored in Huawei Cloud’s systems and networks and you shall be solely responsible for any results or loss of End User as a result of this. Huawei Cloud reserves the right to claim for any overdue payment and any other damages, losses, costs and expenses incurred thereby. If Huawei Cloud in its sole discretion is of the belief that there are any potential risks or defaults relating to Cloud Solution Provider, Huawei Cloud reserves the right to notify End Users of the same by email or through other forms of notification.

3.5 Incentive. Huawei Cloud provides corresponding incentives to Cloud Solution Provider based on the applicable incentive policies. See more information in https://support.huaweicloud.com/eu/usermanual-bpconsole/en-us_topic_0072436004.html.

4. Intellectual and Settlement

4.1 Basic Principles

Huawei Cloud provides corresponding incentives to Cloud Solution Providers who provide Services to End Users and promote the sales of Services. For specific incentive standards, distribution methods, reduction and exemption policies, and preferential periods, please refer to the relevant Cloud Solution Provider documentation and policies (as may be updated from time to time by Huawei Cloud in its sole discretion) on Huawei Cloud official website.

When Huawei Cloud updates the relevant Cloud Solution Provider documentation and policies, it shall, at its option, notify Cloud Solution Providers by way of website announcement, email notification, or other written notice. Huawei Cloud may in addition choose to provide Cloud Solution Provider with a face-to-face explanation.

Transaction data recorded on Huawei Cloud Operation platform shall be conclusive for the purposes of settlements.

Cloud Solution Providers must have an official and valid Huawei Cloud Solution Provider identity to be eligible for corresponding incentives issued by Huawei Cloud. If Cloud Solution Provider does not have such identity, or the identity expires or becomes invalid, or Cloud Solution Provider transits the cooperation, or Cloud Solution Provider does not meet the performance threshold(s) specified by applicable policies and documentation or does not renew its certification, the Cloud Solution Provider will no longer be eligible to receive the incentives generated by the corresponding identity. If Cloud Solution Provider commits a serious violation of the provisions of this Agreement or applicable policies or the Code of Conduct and Ethics, Huawei Cloud shall have the right to stop the application for partner incentive(s) or cancel and terminate the payment of any incentive(s) to Cloud Solution Provider.

Without prejudice to any other rights that we may have, if Cloud Solution Provider or the End Users associated with Cloud Solution Provider fails to make any payment for purchasing and using Huawei Cloud products and Services, Huawei Cloud shall have the right to reject Cloud Solution Provider's request for payment of incentives.

Incentive Validity: Within the validity period for incentives as set out in the applicable Cloud Solution Provider policies, Cloud Solution Provider shall select the incentive delivery method and issue invoices in accordance with applicable local laws and regulations and our invoicing terms as may be notified to Cloud Solution Provider. Huawei Cloud shall not be liable to pay any incentives if for the failure of the incentive.

4.2 Settlement Terms

Settlement period: The settlement shall be made according to the period specified in the Huawei Cloud Partner Incentive Rules documentation published by Huawei Cloud on its official website.

4.3 Invoice and Payment

If Cloud Solution Provider selects an incentive payment method according to HCPN Policy and the incentive payment method requires Cloud Solution Provider to issue invoices to Huawei Cloud, both parties shall make payment according to the following provisions.

1) After Huawei Cloud notifies Cloud Solution Provider to issue invoices, Cloud Solution Provider shall issue legal, valid and accurate invoices and relevant settlement documents in accordance with Huawei Cloud's invoicing terms as notified to Cloud Solution Provider. Before Huawei Cloud notifies Cloud Solution Provider to issue invoices, Cloud Solution Provider shall not issue invoices in advance. Huawei Cloud shall have the right to refuse payment of invoices issued in violation of this Section.

2) Huawei Cloud shall pay relevant incentives only upon receipt of complete, accurate and legal settlement documents, including invoices, submitted by Cloud Solution Providers.

3) Offset: To the maximum extent permitted by relevant laws, Huawei Cloud has the right to offset any amount owed to Huawei Cloud by Cloud Solution Provider against any amount payable to Cloud Solution Provider by Huawei Cloud.

4) Abnormal incentive treatment rules: The parties agree that, in the event of for commerce or contract application error, policy understanding deviation, special unsubscribe, logic errors and abnormal data of Huawei Cloud Trading system, vouchers issued or the use of non-standard, transaction information transmission errors or abnormal process execution which is not standard, Cloud Solution Provider identity caused by reasons such as incentives, multiple fault, confirmed by the both sides talks things over, Huawei Cloud has the right to freeze incentives that have not been paid to Cloud Solution Provider or recover or deduct incentives wrongly issued or issued to Cloud Solution Providers, and Cloud Solution Providers shall cooperate with Huawei Cloud to return corresponding incentives promptly. The settlement method of incentive recovery and deduction mentioned above shall be subject to Huawei cloud partner policies, specific scenarios of exceptions, and the settlement opinions reached by both parties through consultation.

5. Records

Cloud Solution Provider shall maintain accurate and complete books and records of its operations under this Agreement. Huawei Cloud and/or its authorized representative shall have the right to inspect such books and records to verify Cloud Solution Provider's compliance with this Agreement. Such right of inspection is subject to Huawei Cloud giving seventy-two (72) hours prior written notice to Cloud Solution Provider. The inspection shall be conducted during Cloud Solution Provider's normal business hours and in such manner as not unreasonably to interfere with normal business activities

6. Intellectual Property

6.1 Intellectual Property Rights. We and/or our licensors retain all ownership, Intellectual Property Rights, title and interest in and to the Services (including any underlying software programs and all of its portions, reproductions and modifications), derivative works thereof, and anything developed or delivered by or on behalf of us under this Agreement. Nothing in this Agreement shall be construed to grant any rights, title and/or interest to you, except as expressly provided in this Agreement.

6.2 Huawei Cloud Marks. Cloud Solution Provider acknowledges that Huawei Cloud’s trademarks, trade names, trade dress, designs, slogans and logos utilized worldwide in connection with Huawei Cloud (“Huawei Cloud Marks”) are the property of Huawei Cloud and/or its Affiliates. Subject to the terms and conditions of this Agreement, Huawei Cloud grants Cloud Solution Provider a limited, personal, non-exclusive, non-transferable, non-sub-licensable, revocable, royalty-free license to use and reproduce the Huawei Cloud Marks during the Term of this Agreement solely in connection with the performance of Cloud Solution Provider’s obligations under this Agreement, or as Huawei Cloud may expressly authorize in writing from time to time.

6.3 Cloud Solution Provider Marks. Huawei Cloud acknowledges that Cloud Solution Provider’s trademarks, trade names, trade dress, designs, slogans and logos utilized worldwide in connection with Cloud Solution Provider’s product or service (“Provider Marks”) are the property of Cloud Solution Provider and/or its Affiliates. Subject to the terms and conditions of this Agreement, Cloud Solution Provider grants Huawei Cloud and its Affiliates a non-exclusive, non-transferable, non-sub-licensable, royalty-free license to use and reproduce the Provider Marks during the Term of this Agreement solely in connection with the performance of Huawei Cloud.

Huawei Cloud’s obligations under this Agreement, or as Cloud Solution Provider may expressly authorize in writing from time to time.

6.4 Comply with Trademark Guidelines. Cloud Solution Provider will comply with all marks rules, branding guidelines and other rules and procedures issued by Huawei Cloud from time to time in Cloud Solution Provider’s use and reproduction of the Huawei Cloud Marks. Any violation of this Section will constitute an infringement of Huawei Cloud’s rights and a material breach of this Agreement. Huawei Cloud’s Trademark Guidelines are available at https://www.huaweicloud.com/eu/declaration/hcpn_tg.html.

6.5 Advertising. In the event that the Cloud Solution Provider intends to advertise or promote the Services, Cloud Solution Provider shall ensure that all the materials comply with the Huawei Cloud Advertising Guidelines (which are available at https://www.huaweicloud.com/eu/declaration/hcpn_ads.html). Huawei Cloud reserves the right to require Cloud Solution Provider to submit its advertising or promotional materials relating to the Services to Huawei Cloud for review prior to their publication, and in such event Cloud Solution Provider shall not publish such advertising or promotional materials until Huawei Cloud gives its express written consent.

7. Non-disclosure

7.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), in the course of their dealings relating to this Agreement whether before or after the date of this Agreement, in any medium or format (including written, oral, visual or electronic), whether or not marked or described as "confidential", or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, which relates to the Disclosing Party (or any of its Affiliates), or to the employees, officers, customers or suppliers of the Disclosing Party (or any of its Affiliates). Confidential Information shall not include information that: (a) is or becomes generally known to the public through no act or omission of the other Party; (b) was in the other Party’s lawful possession prior to the disclosure without breach of confidentiality obligations owed to the Disclosing Party; (c) is lawfully disclosed to the other Party free of any obligation of confidence by a third party which itself was not under any obligation of confidence in relation to that information; or (d) is independently developed by the other Party.

7.2 Protection of Confidential Information. Each Party agrees to keep the other Party’s Confidential Information in confidence during the term of this Agreement and for a period of five years thereafter. Each Party agrees to take appropriate measures to protect the other Party’s Confidential Information which shall in no event be less than the degree of care that it uses to protect its own confidential information.

7.3 Permitted Disclosure. The Receiving Party may only disclose the Confidential Information to its employees, officers, agents or subcontractors who have a need to know and who are subject to confidentiality obligation no less stringent than the degree of protection as required herein. Each Party may only use the other Party’s Confidential Information for the purpose of performing this Agreement, unless otherwise authorized by the other Party. Notwithstanding anything to the contrary, each Party may disclose the other Party’s Confidential Information in a legal proceeding, as required by law, or in order to comply with a legally binding request issued by a governmental, regulatory, law enforcement or other competent authority, to the extent required to comply with the applicable binding requirements.

7.4 No Confidentiality Breach. Cloud Solution Provider shall ensure that it does not disclose any information to Huawei Cloud that is obtained through the breach of a duty or obligation of confidentiality owed to a third party, and that any information disclosed by Cloud Solution Provider to Huawei Cloud is not subject to a confidentiality obligation prohibiting its disclosure to Huawei Cloud.

7.5 Data Protection Provisions. All relevant provisions governing processing of Personal Data by Huawei Cloud and Cloud Solution Provider included in the Huawei Cloud Partner Network Certification Agreement shall apply hereto.

8. Indemnification

8.1 Indemnification by us. If a third party makes a claim against you that the Services infringe its Intellectual Property Rights, we will, at our cost, defend you against the claim and indemnify you for the damages, costs and expenses finally awarded against you by a  court of competent jurisdiction or agreed to in a written settlement agreement signed by us, provided that you (a) promptly notify us in writing of such claim; (b) give us sole control of the defense and settlement negotiation of the claim; and (c) provide us with all reasonable information, authority and assistance necessary for us to defend against or settle the claim. We may at our sole and absolute discretion (a) modify the Services to be non-infringing while substantially preserving its functionality; and/or (b) obtain a license to allow for continued use; and/or (c) terminate the provision of the Services and refund the fees prepaid for unused Services upon prior written notice. Notwithstanding the foregoing, we will not indemnify you if (a) the claim is caused by the use or combination of the Services or any part thereof with software, hardware and/or content not provided by us; (b) the claim arises from Your Content, third-party content, or your breach of this Agreement; (c) you alter the Services or use it outside the scope of use, the terms of this Agreement, or other applicable terms and conditions governing the use of such Services; and/or (d) you fail to use the updated version of the Services, or fail to implement the recommendations from us, if the infringement claim could have been avoided by using an unaltered current version or implementing the recommendations we provided.

8.2 Indemnification by you. If a third party makes a claim against us based on the fact that (a) our use of Your Content, in accordance with this Agreement or the combination of Your Content with our Services infringes the third party’s Intellectual Property Rights, or (b) you are using or have used the Services in an unlawful manner or in violation of this Agreement, you shall, at your cost, defend us against the claim and indemnify us for all the damages, costs and expenses finally awarded against us by a court of competent jurisdiction or agreed to in a written settlement agreement signed by you, provided that we (a) promptly notify you in writing of such claim; (b) give you sole control of the defense and settlement negotiation of the claim; and (c) provide you with all reasonable information, authority and assistance we need to defend against or settle the claim. You will not indemnify us if such claim is caused by our breach of this Agreement.

8.3 Exclusive Remedy. This Indemnification section provides the Parties’ exclusive remedy for any third party claims for infringement of Intellectual Property Rights. For avoidance of doubt, this Section 6.3 shall not limit or otherwise affect our right to seek indemnification for other claims in accordance with the terms of this Agreement.

9. Limitation of Liability

9.1 LIMITATION OF LIABILITIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE EXTENT PERMITTED BY LAW, OUR MAXIMUM AGGREGATE LIABILITY IN RESPECT OF ANY LOSS, DAMAGE, FINES, LIABILITY, CHARGE, PROCEEDING, EXPENSE, OUTGOING OR COST OF ANY NATURE OR KIND, INCURRED BY US OR ANY OF OUR AFFILIATES ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, MISREPRESENTATION (WHETHER TORTIOUS OR STATUTORY), TORT (INCLUDING NEGLIGENCE) AND BREACH OF STATUTORY DUTY OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER FOR THE SERVICES THAT GIVE RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

9.2 EXCLUSION OF LIABILITIES.  IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGE, OR ANY LOSS OF REVENUES, PROFITS, OPPORTUNITIES, CUSTOMERS, DAMAGE TO GOODWILL, DAMAGE TO REPUTATION, OR LOSS OR UNAVAILABILITY OF DATA OR DATA USE, ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF OR WAS AWARE OF THE POSSIBILITY THAT SUCH DAMAGE OR LOSS MIGHT BE INCURRED BY THE OTHER PARTY.

10. Term, Termination and Transition

10.1 Term. The term of this Agreement shall commence on the Effective Date and expire one (1) year thereafter (“Term”). The Term of this Agreement shall renew automatically for consecutive one (1) year periods, unless either Party gives the other Party thirty (30) days’ written notice prior to the expiry of the initial or any subsequent one (1) year Term stating that it does not wish to renew the Agreement.

10.2 Termination

a. Either Party may terminate this Agreement by giving 90 days’ prior written notice to the other.

b. Either Party may terminate this Agreement with immediate effect if the other Party:

i. fails to perform or observe any of its material obligations hereunder and such failure is not cured within 30 days after written notice thereof is given to the defaulting Party identifying such failure and requesting that the failure be cured.

ii. to the extent permitted by applicable law, files a petition of bankruptcy or insolvency, or makes a general assignment for the benefit of creditors, or any involuntary bankruptcy, receivership or similar proceeding is filed against such Party that is not dismissed within 60 days of commencement.

c. We may terminate this Agreement in other cases expressly stipulated in this Agreement.

d. Withdraw from Cloud Solution Provider Program:

i. In the event that there are no outstanding disputes between you and End Users, it is permissible for you to terminate this Agreement and withdraw from the Cloud Solution Provider Program. It is incumbent upon you to complete all necessary tasks, including but not limited to bill settlement and disassociation, within a period of 15 working days as stipulated by Huawei Cloud. You must obtain consent from End Users so that Huawei Cloud has the right to directly terminate the association between you and End Users and to sign a contract with End Users or associate End Users with another Cloud solution provider.

ii. After withdrawing from the Cloud Solution Provider Program, you will no longer be able to develop customers or enjoy subsequent benefits and incentives from the Cloud Solution Provider Program. However, your existing businesses with End Users will be retained and you shall continue to be responsible for the management and operation of the businesses, unless the End Users involved is transferred and disassociated from you. Any discounts previously granted to the End User shall be rendered null and void.

iii. In the event that you have withdrawn from the Cloud Solution Provider Program and have subsequently become a Huawei Cloud reseller, any End Users that was associated with you during your tenure as a Cloud Solution Provider may be transferred to your reseller identity. However, should any negative incentives arise as a result of unsubscription, specification downgrade, or reverse adjustment of bills in customer orders during your tenure as a Cloud Solution Provider, you shall be obligated to return the corresponding incentives.

iv. Unless otherwise agreed upon by you and the associated End Users, you shall assume all relevant responsibilities for the associated End Users during your tenure as a Cloud Solution Provider. If Huawei Cloud provides delivery, after-sales, O&M, and security services for any End Users due to your reasons, you shall bear the expenses and responsibilities incurred by Huawei Cloud in relation to the provision of such services to the End User.

v. In the event that you fail to meet the standard appraisal requirements of Huawei Cloud or you engage in serious violations of regulations, Huawei Cloud reserves the right to terminate your Cloud Solution Provider identity in the form of written notice. It is incumbent upon you to complete all necessary tasks, including bill settlement, disassociation, and incentive settlement (if any), before withdrawing from the Cloud Solution Provider Program. Any outstanding incentives (if any) will be rendered null and void upon your withdrawal from the Cloud Solution Provider Program.

10.3 Consequences of Termination

Termination of this Agreement shall not (a) affect the accrued rights and obligations of the Parties as at the date of termination; (b) affect the continued operation of Sections 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15 and any provisions of this Agreement which are necessary for the interpretation or enforcement of this Agreement, all of which shall survive such termination; or (c) relieve you of any of your obligations hereunder to pay any fees and charges accrued or payable to us during the term of this Agreement and you shall immediately pay us all such fees upon the effective date of termination.

10.4 Transition

a. Within 30 days prior to the effective termination of this Agreement, the Parties shall commence discussions in good faith to develop a transition plan to facilitate the smooth transition and migration of End Users from you to us or another Huawei Cloud partner.

b. You shall no later than 30 days prior to the effective termination of this Agreement: (a) provide us with the name and contact information (including email address and telephone number) of each End User in order to allow us to contact End Users to help ensure the transition and (b) provide affected End Users advance notice of termination of this Agreement. To the extent you provide us with any Personal Data relating to End Users (including their employees, officers or representatives, as the case may be), you represent and warrant that you have a valid legal ground to do so for the purposes set out herein, in particular you have obtained the consent of End Users (including their employees, officers or representatives, as the case may be), if applicable.

11. Force Majeure

Neither Party shall be liable for any delay or failure to perform this Agreement caused by acts, events, omissions or accidents beyond its reasonable control, including but not limited to acts of God (including earthquake, storms or other natural disaster), epidemic, pandemic, quarantine, acts of terrorism, war or warlike operations, civil unrest or riot, electrical, internet or telecommunication outage, blockages, sanctions, embargoes, fire, flood, explosion or malicious damage, or failure of plant or equipment, or change of any law, governmental order, rule, regulation, direction or industry standard. Both Parties will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 60 days, either Party may cancel unperformed Services and affected orders (if any) by giving written notice to the other Party. This Section 9 does not excuse your payment obligations hereunder if any.

12. Governing Law and Venue

12.1 This Agreement and any issues, disputes or claims arising out of or in connection with this Agreement or its subject matter or formation (whether contractual or non-contractual in nature such as claims in tort, from breach of statute or regulation or otherwise) shall be governed by and construed in accordance with the laws of Ireland.

12.2 The Parties agree irrevocably that courts of Ireland shall have exclusive jurisdiction to settle any issues, claims, disputes or matters arising out of, relating to, or in connection with this Agreement (whether contractual or non-contractual).

13. Entire Agreement

This Agreement incorporates the documents and policies referenced herein (including reference to information contained in a URL or referenced policy), and is the entire agreement between you and us regarding its subject matter (including the resale or distribution of the Services). This Agreement supersedes all prior or contemporaneous representations, communications, understandings and agreements between you and us, whether in written or oral, regarding its subject matter (including the resale or distribution of the Services).

14. Modifications of the Agreement

We may modify this Agreement, its terms and conditions, including the documents, URLs and policies referenced herein at any time and at our sole and absolute discretion by posting a revised version on the Huawei Cloud website or by otherwise notifying you. Except as otherwise indicated in the modified Agreement, documents or policies, the modified terms will come into effect upon posting on the Huawei Cloud website or as otherwise notified by us. You will review such terms regularly on our website. By continuing to resell, access or use the Services, you agree to be bound by the modified terms.

15. Miscellaneous

15.1 Relationship. Each Party is an independent contractor. This Agreement does not create any partnership, joint venture, agency or employment relationship between the Parties.

15.2 Non-assignment. You will not assign or otherwise transfer all or part of this Agreement to any third party, including your Affiliates, without prior written consent from us. We may transfer or assign this Agreement without your consent to our Affiliates. We will notify you, by posting an announcement on our website or through other means, prior to the effective date of such transfer or assignment. Upon the coming into effective of any such transfer or assignment, this transferor or assignor is fully released from all and any of its obligations and duties to perform the Agreement and the transferee or assignee will be deemed substituted for us.

15.3 No Third Party Beneficiary. This Agreement is intended for the benefit of the Parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other persons.

15.4 Export. Each of the Parties shall each comply with all applicable international and national laws and regulations in their performance of their obligations and the exercise of rights pursuant to this Agreement, including (but not limited to) all import and export control laws, customs, embargos and sanction regimes of the United Nations, China, United States, and other jurisdictions. You represent and warrant that neither you and/or your End Users are subject to sanctions or otherwise designated on any list of prohibited or restricted persons, including (but not limited) to the lists maintained by the United Nations Security Council, the United States Government, the European Union or any of its Member States. Cloud Solution Provider shall be exclusively responsible for compliance with applicable laws, regulations or legally binding requests issued by governmental, regulatory or other competent authorities, related to your performance of this Agreement or your subscription, access and use of the Services, including (but not limited) to Your Content you upload, process, provide and/or make available to your End Users. If requested by Huawei Cloud, the Cloud Solution Provider shall promptly provide Huawei Cloud with any reasonable assistance requested to enable Huawei Cloud to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any laws and regulations described in this clause 15.4.

15.5 Notice. We may provide notice to you under this Agreement by posting a notice on the Huawei Cloud website, or by email or text message (including via SMS and other instant messaging platforms). Notices we provide by posting on the Huawei Cloud website will be effective upon posting, and in the case of emails and text messages upon sending out (irrespective of whether and when you receive or read it). You shall be responsible to keep your email address or phone number updated.

15.6 No Waivers. Any delay or failure to enforce any provision of this Agreement will not constitute a waiver of such provision or right in any way or form and will not limit the right to enforce such provision at a later time. If a Party waives a breach of any provision of this Agreement, this will not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision. All waivers shall be expressly made and in writing to be effective.

15.7 Severability. If any term of this Agreement is found to be invalid, illegal or unenforceable, the remaining terms of this Agreement shall be unaffected thereby and will remain valid and enforceable. The invalid, illegal or unenforceable term shall be modified so as to give effect to the original intent of the Parties as closely as possible.

15.8 Further Assurance. Each Party must at its own cost and expense execute, or use all reasonable endeavors to ensure the execution of, whatever further documents or deeds the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of this Agreement.

15.9 Rights and Remedies. The rights, powers and remedies provided in this Agreement are (except as expressly provided) cumulative and not exclusive of any rights, powers and remedies provided by applicable laws or regulations or otherwise.

15.10 Cost. Each party must (except as expressly provided) bear its own costs and expenses in connection with the preparation, negotiation, and entering into of this Agreement.

15.11 Out of contact. In the event that Huawei Cloud is unable to contact you through the email address or phone number associated with your account for a period of one month, Huawei Cloud reserves the right to unilaterally terminate your Cloud Solution Provider identity and transfer your associated End Users to Huawei Cloud or another Cloud Solution Provider, subject to the consent of the End Users in question. Huawei Cloud reserves the right to recover any outstanding amounts that remain unsettled during your tenure as a Cloud Solution Provider.

16. Definition

16.1 “Affiliate” in relation to a Party means any person which directly or indirectly controls, is controlled by, or under common control with that Party. For purposes of the foregoing, “control” shall mean the possession of power to direct or cause the direction of the management and policies of a person, whether through the ownership of equity or voting power, by contract or otherwise.

16.2 “Applicable Data Protection Law” means any statutes, regulations, orders, regulatory requirements, by laws, ordinances, rules, subordinate legislation and other similar legal instruments in force from time to time relating to data protection, data security, privacy, and/or the collection, use, disclosure and/or processing of Personal Data, including but not limited to the GDPR.

16.3 “End User” means an individual or entity that subscribes to Services through Cloud Solution Provider and enters into a contract with Cloud Solution Provider for such Services subject to the terms and conditions herein.

16.4 “Huawei Cloud Contracting Party” refers to the Sparkoo Technologies Ireland Co., Limited.

16.5 “Governing Law” and “Corresponding Court” refers to the Irish law and the courts of Ireland.

16.6 “Intellectual Property Rights” means (i) patents, inventions, designs, copyright and related rights, database rights, trademarks, service marks and trade names (whether registered or unregistered), and rights to apply for registration; (ii) proprietary rights in domain names; (iii) knowhow and confidential information; (iv) applications, extensions and renewals in relation to any of these rights; and (v) all other rights of a similar nature or having an equivalent effect which currently exist anywhere in the world.

16.7 “Personal Data” means any information relating to an identifiable natural person, such as name, address, e-mail address or telephone number, including information that can identify an individual when taken in combination with other information to which a Party has or is likely to have access

16.8 “Your Content” means all data (including Personal Data), software, device, text, images, video, audio, photographs, third-party applications, information, materials, in any format, provided or made available by you and/or your End Users that is transferred to, stored in, or processed on the Services. Our materials, data and information will not fall within the definition of Your Content.

17. Country Specific Terms

The following country-specific terms will replace the above equivalent terms in this Agreement.

Country where you are registered	Section #	Terms and Conditions
Serbia	Section 3.2	Fees for Services are exclusive of withholding tax, VAT, sales tax, goods and services tax (GST) or any similar or analogous tax applicable in a relevant territory if any, which shall be charged in addition thereto in accordance with the relevant laws and regulations in force at the time of making the relevant taxable supply. Each Party is responsible, as required under applicable laws and regulations, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that Party upon or with respect to the transactions and payments contemplated under this Agreement. If any other taxes (including but not limited to withholding tax) are required by law to be levied on any payment, you shall make payments of such additional amounts as may be necessary to ensure that we actually receive payment of the full amount due to us as if no taxes had been required. Any additional tax, penalty, or interest arising from your delay or omission in complying with the above-mentioned tax responsibilities shall be borne by you. If we incur any additional Taxes, costs or liabilities as a  consequence of your delay or omission of the above mentioned tax responsibilities or due to the provision of false or incomplete information by you which is necessary for us to determine and meet our above mentioned tax responsibilities arising from our supplies of services to you (including but not limited to information relevant to the determination of your country of tax residency), you shall be solely and exclusively liable to bear such costs related to Taxes not withheld, deducted, or reported, along with any interest, penalties and other charges associated therewith which are to be settled with the relevant governmental or tax authorities. If, subsequent to the entering into, during the course of, or retrospectively applicable to this Agreement, any rates of existing Taxes are increased or decreased, a new Tax is levied, an existing Tax is abolished, or any change in the interpretation or application of any Tax is adopted (collectively referred as “Tax Changes”), we reserve the right to adjust the amounts payable by you to us, taking into account the Tax Changes, such that there would be no financial detriment to us arising from the Tax Changes.

Updated: March 14, 2024

 

You can see what is updated in Huawei Cloud Solution Provider Cooperation Agreement History Version