CBG Partner Terms and Conditions
Last Updated on: July 29, 2024
Agreement between you (the “CBG Partner”) and Complete Business Group (“CBG“)
The Complete Business Partner Program Terms and Conditions sets forth the terms and conditions of the Complete Business Group Partner Program (“CBG Partner Program”). Your participation in the CBG Partner Program constitutes your agreement to all such Terms. Please read these terms carefully and keep a copy for your reference.
Program Description.
CBG is an authorized QuickBooks Service Provider (“QSP”) of Intuit, Inc. (“Intuit”), which allows the sale of QuickBooks products and services. CBG has also entered into affiliate agreements with third-party vendors (the “Third Party Vendor”), whereby CBG provides CBG Partner value-added reseller opportunities.
QuickBooks Products. The CBG Partner Program provides CBG Partner a resource to purchase various QuickBooks products and services from CBG through Intuit at discounted QSP rates. CBG shares 50% of all commissions and residuals for all sales CBG Partner submits with CBG.
Third-Party Vendors Products and Services. Certain products and services provided by Third-Party Vendors, and not CBG, may be made available to CBG Partners through the CBG Partner Program. CBG’s agreements with Third-Party Vendors provide better pricing, higher sales tiers, commissions, and/or residuals for its CBG Partners. Refer to the CBG Third Party Vendor page for more information on a current list of CBG Third-Party Vendors.
Exclusivity. CBG Partner agrees to order QuickBooks exclusively with CBG and shall not join any other QSP Partner Program.
Limitations. CBG shall not be responsible for the performance of Intuit and/or a Third-Party Vendor in connection with its products and/or services. CBG Partner agrees to Indemnify CBG for third party claims relating to CBG Partner’s participation in submitting an order with Intuit and/or a Third-Party Vendor.
Modifications. CBG may at any time modify any of the terms and conditions contained in this Agreement in order to comply with legal requirements or in response to business needs as determined in good faith and in CBG’s reasonable discretion. In such case, CBG will post a new Agreement. If any such modification is unacceptable to CBG Partner, CBG Partner’s only recourse is to terminate this Agreement.
Order Process.
CBG Partner or its client submits orders to CBG. CBG places the order through Intuit or a Third-Party Vendor to allow the CBG Partner to obtain the lowest pricing as an Intuit Reseller or a Third-Party Vendor affiliate. All Intuit orders must be registered in the client’s name, and Intuit will charge the CBG Partner’s client directly. If sales tax is applicable, Intuit will collect it. CBG Partner shall not purchase an Intuit product from CBG, then mark up the product to sell to its client.
Reseller of Record.
All sales made with CBG are non-transferable. CBG is the reseller of record. If CBG Partner terminates the Agreement with CBG for any reason, CBG remains the reseller of record for sales processed during the partnership. Any prior sales made by CBG Partner with Intuit and/or any Third-Party Vendor are not transferable, and any residual payments remain with CBG.
Compensation.
As consideration for CBG Partner’s participation in the CBG Partner Program, CBG shall pay CBG Partner (the “Partner Payment”) as follows:
QuickBooks Product and Third-Party Vendor Sales. CBG shall pay CBG Partner fifty percent (50%) of the net profit from Intuit and/or any Third-Party Vendor when the CBG Partner places an order through CBG, resulting in a sale that pays CBG a commission and/or residual. Commissions are only paid one time. Subscriptions that earn an ongoing residual are paid monthly with CBG Partner. Depending on the product, the CBG Partner is paid either in one payment, over a limited period of time, or on an ongoing residual basis. Refer to the CBG Commission Schedule for the current pricing and incentives.
Commissions and residuals are subject to change based on Intuit’s changes to the QuickBooks product line and when Intuit pays CBG. Additionally, commissions and residuals are subject to change based on changes made by a Third-Party Vendor and its agreements with CBG.
In the event that CBG’s agreement with Intuit or any other Third-Party Vendor is terminated by such party and/or Intuit, or a Third-Party Vendor cancels a product, the CBG Partner’s rights to receive a Partner Payment from that product line or vendor will be terminated immediately upon CBG notice that CBG’s agreement and/or a product was terminated.
Payments. CBG will remit the Partner Payment on the first day of each month (the “Payment Period”). Partner Payments are processed approximately the month following CBG’s receipt of payment for the sale from Intuit and/or a Third-Party Vendor (i.e., payment to CBG received in July will be reviewed in August, and CBG will remit the Partner Payment on September 1). For the purposes of this Agreement, the CBG fiscal calendar will apply (i.e., Q1 starts on August 1, and Q4 ends on July 31 each year.)
Minimum Threshold. CBG shall not remit any Partner Payment until the CBG Partner has reached a minimum threshold in the amount of $50.00. If the minimum threshold has not been met by the conclusion of the Term (July 31), then the CBG Partner’s accumulated balance shall be forfeited, and the Partner Payment balance shall be reset to $0.00.
Tipalti Requirement. Effective August 1, 2024, CBG shall exclusively remit all Partner Payments via Tipalti. When CBG Partner sets up its Tipalti account, it’s imperative that the CBG Partner enters accurate banking information. CBG is not responsible for the CBG Partner’s verification process, so if the payment bounces, Tipalti will charge a return charge fee, which will be deducted from the Partner Payment. If CBG Partner refuses to establish a Tipalti account, CBG will be unable to remit Partner Payment, and such CBG Partner shall forfeit any amount due for such Payment Period. If CBG Partner refuses to establish its Tipalti account, CBG reserves the right to terminate the Agreement.
Co-Sales.
CBG Partner may request the CBG sales team to participate in a co-sale (“CBG Co-Sale”) where the CBG sales team provides a pre-sales consult and/or demo. This only applies to QuickBooks Enterprise Edition and Lightspeed Point of Sale. If this results in a sale, the CBG Sales team receives 25% of the sale, CBG Partner receives 25% of the sale (CBG proceeds remain 50% as usual). If the sale results in an opportunity for residuals, the CBG Partner is eligible for 50% of the residual income (CBG receives 50% of residuals). The CBG Partner must attend all meetings with the CBG Co-Sale team. If CBG Partner fails to attend, the CBG Partner forfeits any commission or residuals earned as a result of the sale.
CBG Partner must be involved in the sales process to earn commission and/or ongoing residuals.
Returns.
CBG must follow Intuit’s, software developers’, and Third-Party Vendors’ return policies with whom it has reseller relationships. If the software developer retracts CBG commissions, CBG will deduct the associated commission it has passed through to the CBG Partner. CBG Partner is responsible for reimbursing CBG for the commission paid; failure to provide this reimbursement shall result in termination of the Agreement.
Duty to Report Sales.
If CBG Partner uses a microsite to order QuickBooks Online, instead of the CBG Partner’s landing page, CBG Partner must report the QuickBooks Online account identification number to CBG in the same month the account was created using the microsite otherwise the commission will be waived. If the CBG Partner fails to use their CBG Partner landing page to start a sales conversation with a Third-Party Vendor and CBG Partner does not report the sale to CBG, then the CBG Partner waives any compensation on the sale.
Requirement to Ensure Merchant Service Accounts are Processing.
CBG Partner Program is designed to assist CBG Partner in maximizing its opportunity to earn residual income. In order for CBG Partner to earn the residual from a merchant service account, the CBG Partner is responsible for educating its client to ensure the account is activated and the client has been trained to use the account. If CBG Partner sells a merchant services account to its customer, but the customer is not using the connected account, CBG shall be authorized to contact the customer after sixty (60) days, and the CBG Partner waives the opportunity to earn residuals on said merchant service account.
Term.
The Agreement shall have an initial term beginning the Effective Date upon acceptance of this Agreement and ending the July 31 immediately following. The Agreement shall automatically be renewed on August 1 of each year for successive one-year terms, provided that the CBG Partner is in full compliance with the terms of this Agreement.
Termination.
CBG may terminate this Agreement immediately and without further notice in the event that:
(i) notice of termination is provided by either Party upon thirty (30) day notice by the other Party;
(ii) CBG Partner fails to perform its obligations under this Agreement or is otherwise in default hereunder, and such failure has not been remedied for fifteen (15) days after written notice thereof;
(iii) CBG, in its sole discretion, determines CBG Partner does not meet the CBG Partner criteria under this Agreement;
(iv) Intuit and/or a Third-Party Vendor terminates its affiliate program with CBG;
(v) CBG Partner works with another QuickBooks Solution Provider and joins its affiliate/partner program;
(vi) if CBG Partner works with another Intuit Direct Sales representative to fulfill QuickBooks product or service orders (QuickBooks Online Wholesale Billing is excluded); or
(vii) CBG Partner fails to maintain CBG Partner Standards as stated herein below.
Upon Termination of this Agreement, CBG shall remit the final Partner Payment to CBG Partner on the next Payment Period for any commission and/or residuals earned prior to the termination date. CBG Partner’s rights to any ongoing residual payments will cease immediately upon termination of this Agreement. After the termination date, no further Partner Payments will be paid to the CBG Partner.
CBG Partner Standards.
CBG Partner shall at all times during the term of this Agreement maintain the Sales Requirement, which results in a minimum Partner Payout in the amount of $50.00 during the Term of the Agreement (the “Sales Requirement”). If the CBG Partner fails to meet the minimum Sales Requirement, then the Agreement will be subject to termination, and any Partner Payment due to CBG Partner prior to the Termination of this Agreement shall be paid on the next Payment Period. No further commission and/or residuals will be paid after the date of Termination. If the CBG Partner wishes to reinstate its partnership with CBG, then the CBG Partner will be required to submit a new partner application.
Premier Partner Status.
All QuickBooks orders with CBG count towards Premier Partner Status. CBG Partner qualifies for Premier Partner Status by earning a minimum of $1,000.00 in Partner Payments during each Term. CBG Partner must maintain its Sales Requirement each Term to retain Premier Partner Status, which offers CBG Partner additional benefits.
Elite Partner Status.
All QuickBooks orders with CBG count towards the Elite Partner Status. A CBG Partner qualifies for the Elite Partner Status by earning $5,000.00 in Partner Payments during each Term. CBG Partner must maintain its Sales Requirement each Term to retain Elite Partner Status, which offers additional benefits to a CBG Partner.
Relationship of the Parties.
This Agreement creates no joint venture, partnership, agency, or employment relationship.
Expenses.
CBG Partner acknowledges that under this Agreement, CBG Partner is acting solely as an independent contractor. As such, CBG Partner agrees that, unless otherwise expressly agreed to by the CBG in writing, CBG Partner shall pay all expenses incurred by it in carrying out its duties and obligations according to this Agreement, including, but not limited to, expenses relating to insurance, vehicles, fuel and maintenance, supplies, and all taxes.
Taxes.
CBG Partner shall report all income received under this Agreement and pay all taxes on such payments to the appropriate city, county, state, and federal tax authorities.
Confidentiality.
Definition. For the purposes of this Agreement, the term “Confidential Information” means any information (including any and all combinations of individual items of information) that relates to the actual or anticipated business and/or products, research, events, or developments of either Party, its clients, affiliates, or subsidiaries, or to either Party, its clients’, affiliates’ or subsidiaries’ technical data, trade secrets, or know-how; including, but not limited to, business plans, strategy, finances, customer information, vendor information, products, services, organizational structure and internal practices, forecasts, sales and other financial results, records and budgets, and business, marketing, development, sales, research, product plans, customer lists or other information regarding formulas, technology, designs, drawings, marketing, permit applications, security plans and other business information disclosed the disclosing Party (“Disclosing Party”), its affiliates or subsidiaries. Notwithstanding the foregoing, Confidential Information shall not include any such information which the recipient Party of Confidential Information (“Recipient Party”) can establish: (i) was publicly known or made generally available prior to the time of disclosure to the Recipient Party; (ii) becomes publicly known or made generally available after disclosure to the Recipient Party through no wrongful action or inaction of the Recipient Party; or (iii) is in the rightful possession of the Recipient Party, without confidentiality obligations, at the time of disclosure as shown by the Recipient Party’s then-contemporaneous written records; provided that any combination of individual items of information shall not be deemed to be within any of the foregoing exceptions merely because one or more of the individual items are within such exception, unless the combination as a whole is within such exception.
Nonuse and Nondisclosure. During and after the term of this Agreement, each Party will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of, Confidential Information disclosed to it by the other Party in connection with the Services and/or this Agreement. No Recipient Party (as this term is defined above) will (i) use the Confidential Information of the Disclosing Party for any purpose whatsoever other than as necessary for the performance of this Agreement, or (ii) disclose the Confidential Information belonging to the Disclosing Party to any third party without the prior written consent of an authorized representative of the Disclosing Party, except that either Party may disclose Confidential Information to the extent compelled by applicable law; provided however, prior to such disclosure, the Recipient Party shall provide prior written notice to the Disclosing Party and shall seek a protective order or such similar confidential protection as may be available under applicable law. Neither Party claims any ownership interest in or to the Confidential Information of the other.
Intuit or Third-Party Vendor Relationships.
CBG is the one point of contact for placing all Intuit and/or Third-Party Vendor orders for CBG Partner. This includes QuickBooks Software, Subscriptions, Payments, Payroll products, and all Third-Party Vendor products and services. If CBG Partner has an existing dedicated representative, CBG Partner shall immediately notify it representative that it is a CBG Partner and shall work exclusively with CBG’s designated represenative.
Trademark, Trade Names, and Copyrights.
CBG Partner will ensure that all advertising, marketing, promotional, Web, and trade show materials conform to the Intuit QuickBooks ProAdvisor Program Member Guide for brand use.
Indemnification of CBG.
CBG Partner agrees that CBG shall have no liability to any Party or any of CBG Partner’s clients, and CBG Partner shall indemnify, defend, save, and hold harmless, CBG, Intuit, Third-Party Vendor, or its affiliates, employees, agents against any and all claims and liabilities (including reasonable attorney’s fees and costs of litigation) arising out of or relating to CBG Partner’s performance under this Agreement or the provision of its professional services. In no event may CBG Partner enter into any Third-Party Vendor Agreement which would in any manner whatsoever affect the rights of or bind CBG, Intuit, or another Third-Party Vendor in any manner without the prior written consent of CBG, Intuit, and/or such Third-Party Vendor.
Miscellaneous (General Terms)
Governing Law.
This Agreement shall be governed by the laws of the State of South Carolina, without regard to the conflict of law provisions of any jurisdiction. To the extent that any lawsuit is permitted under this Agreement, the Parties hereby expressly consent to the jurisdiction and venue of state and federal courts located in South Carolina.
Assignment. CBG Partner may not sell, transfer, or assign this Agreement, in whole or in part, or any of the rights hereunder unless CBG Partner obtains the prior written consent of CBG.
Entire Agreement. This Agreement constitutes the entire agreement between CBG Partner and CBG. Any and all previous oral and/or written agreements between the parties regarding these issues are superseded by this Agreement.
Severability. Should any court find that any provision of this Agreement or any portion thereof to be invalid and unenforceable, the remainder of this Agreement shall remain in full force and effect.
Contact Information. If you have any questions about the CBG Partner Program or this Agreement, please contact Team CBG via email: partners@completebusinessgroup.com.