CONNECT CLOUD SERVICES BROKER AGREEMENT Territory ...
CONNECT CLOUD SERVICES BROKER AGREEMENT Territory:
(1)
United Kingdom
CONNECT SUPPORT SERVICES LIMITED (‘Connect’) Company Number 02795071 Trading address: South Quay Plaza 2, 183 Marsh Wall, London E14 9SH
(2)
............................................................... LIMITED (‘Partner’) Company Number:
Trading address:
........................................................................
......................................................................................
............................................................................................................... Connect appoints Partner, and Partner accepts appointment, as a non-exclusive Connect Broker Partner for Connect Cloud Services Products in the Territory, subject to the Connect Terms (a copy of which can be obtained on request from Connect and which the Partner acknowledges having received). Connect and Partner agree that this Agreement may be signed by electronic signature (whatever the form the electronic signature takes), and that such method of signature shall be equally conclusive of their intention to be bound by its terms and conditions as if signed with the manuscript signature of both parties. The Connect Terms contain provision for their variation from time to time by Connect, and for the giving of notices by email. Subject thereto, no addition, amendment to, or modification or discharge of this Agreement shall be effective otherwise than in writing on paper and signed with the manuscript signature of each party (in the case of a corporate party, by a director on its behalf). A fax or email from Partner to Connect indicating a wish to enter an Agreement on these terms shall be a contractual offer, and upon acceptance by Connect a legally binding contract on these terms shall be formed. Subsequently, Connect will invoice the Partner monthly in arrears and payments will be collected monthly by Direct Debit for customers signed up by Partner to Connect Partner Products. I am authorised on behalf of Partner to offer to enter a contract with Connect on these terms. For Partner: ……………................................................... Signed
……………................................................... Name
…………..............................................……. Position
……………................................................... Date
I am authorised by Connect to accept Partner’s offer to enter a contract on these terms. For Connect: ……………................................................... Signed
……………................................................... Name
…………..............................................……. Position
……………................................................... Date
Connect Support Services Limited South Quay Plaza 2, 183 Marsh Wall, London E14 9SH T > 0844 556 2000 W > www.connectpartner.co.uk Reg. Office > 4 Croxted Mews, London SE24 9DA. Reg in Eng. No. > 2795071
CONNECT CLOUD SERVICES BROKER TERMS These are the terms on which Connect Support Services Ltd contracts with its Broker Partners for Connect Partner Products. These terms contain provision for their variation from time to time by Connect, and for the giving of notice by email. Subject thereto, and notwithstanding that the parties to an Agreement incorporating these terms may have signed such Agreement by a form of electronic signature, no addition, amendment to, or modification or discharge of such Agreement shall be effective otherwise than in writing on paper and signed with the manuscript signature of each party (in the case of a corporate party, by a director on its behalf). OPERATIVE PROVISIONS 1. 1.1
1.2
2. 2.1 2.1.1 2.1.2 2.1.3 2.1.4 2.1.5 2.2 2.2.1 2.2.2
2.2.3
2.2.4 2.2.5
3. 3.1 3.1.1 3.1.2
3.1.3
3.1.4
4. 4.1 4.2 5. 5.1 5.1.1
APPOINTMENT Connect appoints the Partner as a non-exclusive Broker partner for the sale, marketing and promotion of, and solicitation of end user customers for, Connect Cloud Services Products as from time to time specified by Connect in Connect Broker Partner Product Specifications (‘Products’) in the Territory (for the avoidance of doubt, regardless of where such customers intend to use the Products), and the Partner agrees to act in that capacity subject to the terms and conditions of this Agreement. The Partner warrants to Connect that it is an independent company carrying on a business on its own account and nothing in this Agreement shall be deemed to create a relationship between the parties of employee/employer, partnership, joint venture or any other relationship. RIGHTS AND DUTIES OF THE PARTNER During the currency of this Agreement the Partner will: make proper efforts to promote and market the Products throughout the Territory; have the right to use Connect’s logo and Trade Marks (as defined in the applicable Connect Broker Partner Product Specification) only in relation to the Products, and for the purpose only of performing its obligations under this Agreement; perform its activities under this Agreement diligently and in doing so will at all times act dutifully, honestly, lawfully and in good faith; in particular, partners will only be permitted to place orders with clients where the partner is not directly employed by the customer. at all times comply with the Product Terms in relation to its use of the Products as envisaged by this Agreement; make clear to Customers in the course of dealing with them that it is authorised to act as partner of Connect only to the extent set out in this Agreement. During this Agreement the Partner will not: solicit orders for the Products from any person outside the Territory where such a person is in a territory reserved to a third party or Connect (as notified by Connect to the Partner from time to time); reverse engineer Connect’s technology, or allow third parties access to Connect’s technology that would aid them in reverse engineering Connect’s technology. The Partner acknowledges that any breach of this provision will result in irreparable injury and harm to Connect for which remedies at law would be inadequate, accordingly Connect shall be entitled to immediate equitable relief including (but without limitation) injunction in the event of any such breach; pledge the credit of Connect in any way or bind or attempt to bind it by contract or otherwise, or make any promises, representations, warranties or guarantees in respect of the Products except those expressly authorised by Connect in writing or as set out in the Product Terms; modify or alter the Products and/or any marketing and display/presentation materials of Connect and the Partner agrees not to use any marketing and display/presentation materials with respect to the Products which have not been approved by Connect in writing; or publish, disclose or otherwise reveal to the public any confidential information relating to Connect, the Products, the relationship between Connect and the Partner and/or any other confidential information relating directly or indirectly to this Agreement without the prior written consent of Connect. RIGHTS AND DUTIES OF CONNECT Connect will: in relations with the Partner act dutifully and in good faith and provide to the Partner all reasonably necessary information and documentation relating to the Products for the performance of its obligations under this Agreement; make available to the Partner marketing and display/presentation materials as reasonably requested by the Partner for use by the Partner in the promotion and marketing of the Products. Such samples and materials and all rights therein shall remain the property of Connect at all times and must be returned to Connect immediately on request; have the right from time to time to make any amendment, modification, substitution and/or update to the look and feel of the Products and/or to any hardware or software of Connect which is used in relation to the Products (an “Upgrade”) and/or to withdraw all or part of the Products in accordance with the Product Terms and without the consent of the Partner; have the right from time to time to vary the Product Terms by notifying the Partner in writing; provided that (a) no change may be made under this provision which would substantially detract from nature of the Products, or which would substantially change the commercial basis on which the Products are provided; and (b) the Partner shall have 30 days to notify Connect that it does not accept that variation, in which case this Agreement shall terminate forthwith and the provisions of clause 8 shall apply. SET-UP AND SUPPORT SERVICES Connect shall be solely responsible for providing all support services in connection with the Products directly to Customers. Connect agrees to provide Partner with technical support in relation to the Products for the sole purpose of Partner marketing and providing the Products to Customers. SALES PROCEDURE AND PAYMENT The procedure to be followed when the Partner wishes to make a sale will be as follows: The Partner will notify Connect of the Customer’s requirements and provide all necessary contact details in order for Connect to contact the Customer
Connect Support Services Limited South Quay Plaza 2, 183 Marsh Wall, London E14 9SH T > 0844 556 2000 W > www.connectpartner.co.uk Reg. Office > 4 Croxted Mews, London SE24 9DA. Reg in Eng. No. > 2795071
5.1.2 If Connect succeeds in securing the order, the Partner will receive commission equivalent to 15% of the Customer’s fee each month of service, paid in arrears. This payment only applies to those services referred to Client the by the Partner, and does not include any additional services that Connect may subsequently “post-sell” to the Client. 5.1.3 The Partner will receive commission from Connect paid by the method of their choice 5.2 The Partner will keep full and accurate records of Customer’s names and addresses. 5.3 Connect will be solely responsible for the collection of all monies due from any Customer to Connect. 6. CONFIDENTIALITY 6.1 Unless the parties have signed a separate agreement containing more specific provisions in relation to confidentiality (in which case the provisions of such agreement will continue to apply in lieu of this clause), each party will keep any confidential information disclosed by the other secret, and on termination (or sooner if required) will at the option of the owner thereof return or destroy such confidential information. 6.2 For the avoidance of doubt, the back-end interfaces and the programming interfaces to Connects technology are confidential information, and must not be shared with third-parties who are not Customers of the Partner for Connects Products. 6.3 Neither party may use or take advantage of any such confidential information without the discloser’s consent, even after the end of this Agreement. 6.4 This obligation does not apply to 6.4.1 information known to the receiver before disclosure by the other party, or 6.4.2 information which becomes public knowledge without fault on the part of the receiver, or 6.4.3 disclosures made to the extent required by some applicable legal or regulatory requirement. 6.5 For the avoidance of doubt, Connect acknowledges that any data held by Connect on behalf of Customers is Customer’s data, and confidential to the Customer, and Connect will not use such information other than for the purposes of this Agreement. 6.6 This provision shall survive termination. 6.7 All relationships between Partner and Customer are confidential; Connect agree to not intentionally contact the Customer directly to offer any other products or services unless this agreement has been terminated, or the Partner is made insolvent. 7. DURATION This Agreement shall commence on the Commencement Date and will continue until terminated in accordance with clause 8 of this Agreement. 8. TERMINATION 8.1 Either party may terminate this Agreement:8.1.1 by serving one month’s written notice on the other party at any time; or . 8.1.2 forthwith if the other is in material breach of this Agreement and, where the breach is capable of remedy the other party fails to remedy such breach within 14 days after service of a written notice from the party not in breach specifying the breach and requiring it to be remedied; or 8.1.3 forthwith by giving written notice to the other party if that party becomes bankrupt or insolvent or enters into any arrangement with its creditors or takes or suffers any similar actions in consequence of a debt. 8.2 The termination of this Agreement howsoever arising is without prejudice to the rights, duties and liabilities of either party accrued prior to termination. The clauses in this Agreement which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination. 8.3 Upon termination of this Agreement howsoever arising, the Partner will: 8.3.1 cease to use the logo, Trade Marks and/or any other intellectual or proprietary rights of Connect; 8.3.2 deliver up to Connect all property of Connect; 8.4 Connect and the Partner agree to provide all reasonable assistance to each other to ensure that termination causes as little disruption, inconvenience and/or interruption to Customers as is reasonably practicable in those circumstances. 9. TRADEMARKS 9.1 Connect authorises the Partner to use the Trade Marks and Connect’s logo (as defined in the applicable Connect Reseller Partner Product Specification) in the Territory in relation to the Products for the purpose of performing its obligations under this Agreement. For the avoidance of doubt, the Partner is not obliged to use the Trade Marks and Connect’s logo in connection with the Products, and may if it wishes apply its own name and branding to them. 9.2 The Partner shall ensure that each reference to and use of any of the Trade Marks and Connect’s logo by the Partner is in a manner from time to time approved by Connect. 9.3 The Partner shall not use:9.3.1 the Trade Marks or Connect’s logo in any way which might prejudice their distinctiveness or validity or the goodwill of Connect; or 9.3.2 other than in connection with the Products, any trade marks or names so resembling the Trade Marks and/or Connect’s logo as to be likely to cause confusion or deception. 9.4 Except as expressly provided for in this Agreement, the Partner acknowledges and accepts that it shall have no rights in or to Connect’s logo, the Trade Marks, the Products, any Upgrades, or any marketing or display/presentation materials, and that all such rights as may arise or subsist therein shall remain at all times vested in Connect. 9.5 The Partner will immediately inform Connect in writing of any actual, threatened or suspected infringement of the Trade Marks, Connect’s logo and/or any other intellectual property rights of Connect relating to the Products, and/or any Upgrades or of any claim that the Products, and/or any Upgrades infringe the intellectual property rights of a third party but the Partner shall take no steps or enter into any proceedings with respect to such infringement or claim without the prior written consent of Connect. 9.6 The Partner shall at the expense of Connect take all such steps as Connect may reasonably require to assist Connect in maintaining the availability and enforceability of the Trade Marks, Connect’s logo and/or any other intellectual property rights of Connect during the term of this Agreement. 9.7 The Partner shall not do or authorise any third party to do any act which would or might invalidate or be inconsistent with Trade Marks, Connect’s logo and/or any other intellectual property rights of Connect and it shall not omit or authorise any third party to omit to do any act which, by its omission, would have that effect. Connect Support Services Limited South Quay Plaza 2, 183 Marsh Wall, London E14 9SH T > 0844 556 2000 W > www.connectpartner.co.uk Reg. Office > 4 Croxted Mews, London SE24 9DA. Reg in Eng. No. > 2795071
10. DATA 10.1 The parties acknowledge and accept that certain data will be supplied by Customers to Connect which will be placed on Connects server infrastructure (“Data”). 10.2 The Partner acknowledges and accepts that Connect does not, in particular, carry out any screening of the Data (as may be amended from time to time) and the Customer is solely responsible for access to and any use of the Data pursuant to the Product Terms. Connect hereby excludes all or any liability from and against any costs (including legal costs), expenses, damages, liabilities and against any direct, indirect and/or Consequential Loss (which includes, without limitation, economic loss, loss of profit, loss of goodwill, loss of revenue and like loss) which the Partner suffers or incurs directly or indirectly in relation to or as a consequence of: access to or use of the Data, the Products, and/or any Upgrades by any Customer, the Partner or any third party; and any information, data or material produced or supplied by a Customer (including the Data) to Connect or the Partner. 10.3 The parties acknowledge and agree that the provisions of the Product Terms shall apply mutatis mutandis to this Agreement. 11. LIABILITY 11.1 Connect accepts liability to the Partner for direct loss and damage resulting from its negligence, or from any failure by it to perform this agreement, except where that results from causes beyond its reasonable control. 11.2 Connect is not liable for any delays or failures on the part of third party suppliers and providers. Connect is not liable for economic, consequential or indirect loss or damage, or for loss of profit, business, revenue, goodwill or anticipated savings. 11.3 Connects entire liability for any and all loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this Agreement and not limited or excluded by any other provision is limited to the higher of (a) £100,000, and (b) 125% of the total fees payable by the Customer to Connect during the immediately preceding 12 months, except to the extent that such liability may not be lawfully excluded or limited. 11.4 Connect shall not in any event be liable for any claims not notified to it in writing within six months of the cause of action accruing. 11.5 Connect does not exclude or limit liability for death or personal injury arising as a result of its negligence. 11.6 Connect and the Partner both acknowledge that (a) neither party enters this Agreement on the basis of or in reliance on any representation, warranty or other provision except as expressly provided in writing, and (b) any liability or remedy for innocent or negligent misrepresentation is expressly excluded, and (c) save to the extent expressly provided herein, all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law. 11.7 Connects charges are fixed on the understanding that its liability is limited as provided by this term. 12. MISCELLANEOUS 12.1 Save to the extent expressly permitted hereby, the Partner may not assign, deal with, sub-contract or dispose of any of its rights under or delegate the burden of this Agreement without the prior written consent of Connect. 12.2 No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy. 12.3 This Agreement and the applicable Product Terms and any separate agreement relating to confidentiality together contain all the terms which the parties have agreed in relation to the subject matter of this Agreement, and supersede any prior written or oral agreements, representations or understanding between the parties relating to such subject matter. Neither party to this Agreement has been induced to enter into it by a statement or promise which it or the Product Terms do not contain, save that this clause shall not exclude any liability which one party would otherwise have to the other party in respect of any statement made fraudulently by that party. 12.4 Connect may vary these terms at any time by notice specifying the change(s) and the date on which the varied terms are to take effect (‘Variation Date’), and by making the varied terms accessible on its website. If Connect does so and if the Partner does not wish to accept the variation, the Partner may before the Variation Date give notice to terminate this Agreement, to take effect immediately before the Variation Date; if the Partner does not so give notice to terminate, the Connect Terms as so varied shall apply with effect from the Variation Date. 12.5 All notices under this agreement shall be in writing. Notice shall be deemed given where (a) sent by email and acknowledged by the recipient to have been received, or (b) sent by prepaid ‘Recorded Signed For’ mail. 12.6 The formation, existence, construction, performance, validity and all aspects whatsoever of this Agreement or of any term of this Agreement shall be governed by English law. The English courts shall have non-exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement. The parties agree to submit to the jurisdiction. 12.7 If the whole or any part of this Agreement is found by any Court, tribunal, administrative body or authority of competent jurisdiction to be wholly or partly illegal, invalid or unenforceable then that provision shall, to the extent required, be severed from this Agreement and shall be ineffective without so far as possible, modifying any other provision or part of this Agreement and it shall not affect any other provisions of this Agreement which shall remain in full force and effect. 13. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 The parties to this Agreement do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it. 14. FORCE MAJEURE Neither party to this Agreement shall be deemed to be in breach of this Agreement or otherwise liable to the other party in any manner whatsoever for any failure or delay in performing its obligations under this Agreement, if it is due to any event beyond the reasonable control of a party to this Agreement which shall include, without limitation, strikes, lockouts or other industrial disputes (whether involving the workforce of the party so prevented or any other party) act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machi
Connect Support Services Limited South Quay Plaza 2, 183 Marsh Wall, London E14 9SH T > 0844 556 2000 W > www.connectpartner.co.uk Reg. Office > 4 Croxted Mews, London SE24 9DA. Reg in Eng. No. > 2795071
(1)
United Kingdom
CONNECT SUPPORT SERVICES LIMITED (‘Connect’) Company Number 02795071 Trading address: South Quay Plaza 2, 183 Marsh Wall, London E14 9SH
(2)
............................................................... LIMITED (‘Partner’) Company Number:
Trading address:
........................................................................
......................................................................................
............................................................................................................... Connect appoints Partner, and Partner accepts appointment, as a non-exclusive Connect Broker Partner for Connect Cloud Services Products in the Territory, subject to the Connect Terms (a copy of which can be obtained on request from Connect and which the Partner acknowledges having received). Connect and Partner agree that this Agreement may be signed by electronic signature (whatever the form the electronic signature takes), and that such method of signature shall be equally conclusive of their intention to be bound by its terms and conditions as if signed with the manuscript signature of both parties. The Connect Terms contain provision for their variation from time to time by Connect, and for the giving of notices by email. Subject thereto, no addition, amendment to, or modification or discharge of this Agreement shall be effective otherwise than in writing on paper and signed with the manuscript signature of each party (in the case of a corporate party, by a director on its behalf). A fax or email from Partner to Connect indicating a wish to enter an Agreement on these terms shall be a contractual offer, and upon acceptance by Connect a legally binding contract on these terms shall be formed. Subsequently, Connect will invoice the Partner monthly in arrears and payments will be collected monthly by Direct Debit for customers signed up by Partner to Connect Partner Products. I am authorised on behalf of Partner to offer to enter a contract with Connect on these terms. For Partner: ……………................................................... Signed
……………................................................... Name
…………..............................................……. Position
……………................................................... Date
I am authorised by Connect to accept Partner’s offer to enter a contract on these terms. For Connect: ……………................................................... Signed
……………................................................... Name
…………..............................................……. Position
……………................................................... Date
Connect Support Services Limited South Quay Plaza 2, 183 Marsh Wall, London E14 9SH T > 0844 556 2000 W > www.connectpartner.co.uk Reg. Office > 4 Croxted Mews, London SE24 9DA. Reg in Eng. No. > 2795071
CONNECT CLOUD SERVICES BROKER TERMS These are the terms on which Connect Support Services Ltd contracts with its Broker Partners for Connect Partner Products. These terms contain provision for their variation from time to time by Connect, and for the giving of notice by email. Subject thereto, and notwithstanding that the parties to an Agreement incorporating these terms may have signed such Agreement by a form of electronic signature, no addition, amendment to, or modification or discharge of such Agreement shall be effective otherwise than in writing on paper and signed with the manuscript signature of each party (in the case of a corporate party, by a director on its behalf). OPERATIVE PROVISIONS 1. 1.1
1.2
2. 2.1 2.1.1 2.1.2 2.1.3 2.1.4 2.1.5 2.2 2.2.1 2.2.2
2.2.3
2.2.4 2.2.5
3. 3.1 3.1.1 3.1.2
3.1.3
3.1.4
4. 4.1 4.2 5. 5.1 5.1.1
APPOINTMENT Connect appoints the Partner as a non-exclusive Broker partner for the sale, marketing and promotion of, and solicitation of end user customers for, Connect Cloud Services Products as from time to time specified by Connect in Connect Broker Partner Product Specifications (‘Products’) in the Territory (for the avoidance of doubt, regardless of where such customers intend to use the Products), and the Partner agrees to act in that capacity subject to the terms and conditions of this Agreement. The Partner warrants to Connect that it is an independent company carrying on a business on its own account and nothing in this Agreement shall be deemed to create a relationship between the parties of employee/employer, partnership, joint venture or any other relationship. RIGHTS AND DUTIES OF THE PARTNER During the currency of this Agreement the Partner will: make proper efforts to promote and market the Products throughout the Territory; have the right to use Connect’s logo and Trade Marks (as defined in the applicable Connect Broker Partner Product Specification) only in relation to the Products, and for the purpose only of performing its obligations under this Agreement; perform its activities under this Agreement diligently and in doing so will at all times act dutifully, honestly, lawfully and in good faith; in particular, partners will only be permitted to place orders with clients where the partner is not directly employed by the customer. at all times comply with the Product Terms in relation to its use of the Products as envisaged by this Agreement; make clear to Customers in the course of dealing with them that it is authorised to act as partner of Connect only to the extent set out in this Agreement. During this Agreement the Partner will not: solicit orders for the Products from any person outside the Territory where such a person is in a territory reserved to a third party or Connect (as notified by Connect to the Partner from time to time); reverse engineer Connect’s technology, or allow third parties access to Connect’s technology that would aid them in reverse engineering Connect’s technology. The Partner acknowledges that any breach of this provision will result in irreparable injury and harm to Connect for which remedies at law would be inadequate, accordingly Connect shall be entitled to immediate equitable relief including (but without limitation) injunction in the event of any such breach; pledge the credit of Connect in any way or bind or attempt to bind it by contract or otherwise, or make any promises, representations, warranties or guarantees in respect of the Products except those expressly authorised by Connect in writing or as set out in the Product Terms; modify or alter the Products and/or any marketing and display/presentation materials of Connect and the Partner agrees not to use any marketing and display/presentation materials with respect to the Products which have not been approved by Connect in writing; or publish, disclose or otherwise reveal to the public any confidential information relating to Connect, the Products, the relationship between Connect and the Partner and/or any other confidential information relating directly or indirectly to this Agreement without the prior written consent of Connect. RIGHTS AND DUTIES OF CONNECT Connect will: in relations with the Partner act dutifully and in good faith and provide to the Partner all reasonably necessary information and documentation relating to the Products for the performance of its obligations under this Agreement; make available to the Partner marketing and display/presentation materials as reasonably requested by the Partner for use by the Partner in the promotion and marketing of the Products. Such samples and materials and all rights therein shall remain the property of Connect at all times and must be returned to Connect immediately on request; have the right from time to time to make any amendment, modification, substitution and/or update to the look and feel of the Products and/or to any hardware or software of Connect which is used in relation to the Products (an “Upgrade”) and/or to withdraw all or part of the Products in accordance with the Product Terms and without the consent of the Partner; have the right from time to time to vary the Product Terms by notifying the Partner in writing; provided that (a) no change may be made under this provision which would substantially detract from nature of the Products, or which would substantially change the commercial basis on which the Products are provided; and (b) the Partner shall have 30 days to notify Connect that it does not accept that variation, in which case this Agreement shall terminate forthwith and the provisions of clause 8 shall apply. SET-UP AND SUPPORT SERVICES Connect shall be solely responsible for providing all support services in connection with the Products directly to Customers. Connect agrees to provide Partner with technical support in relation to the Products for the sole purpose of Partner marketing and providing the Products to Customers. SALES PROCEDURE AND PAYMENT The procedure to be followed when the Partner wishes to make a sale will be as follows: The Partner will notify Connect of the Customer’s requirements and provide all necessary contact details in order for Connect to contact the Customer
Connect Support Services Limited South Quay Plaza 2, 183 Marsh Wall, London E14 9SH T > 0844 556 2000 W > www.connectpartner.co.uk Reg. Office > 4 Croxted Mews, London SE24 9DA. Reg in Eng. No. > 2795071
5.1.2 If Connect succeeds in securing the order, the Partner will receive commission equivalent to 15% of the Customer’s fee each month of service, paid in arrears. This payment only applies to those services referred to Client the by the Partner, and does not include any additional services that Connect may subsequently “post-sell” to the Client. 5.1.3 The Partner will receive commission from Connect paid by the method of their choice 5.2 The Partner will keep full and accurate records of Customer’s names and addresses. 5.3 Connect will be solely responsible for the collection of all monies due from any Customer to Connect. 6. CONFIDENTIALITY 6.1 Unless the parties have signed a separate agreement containing more specific provisions in relation to confidentiality (in which case the provisions of such agreement will continue to apply in lieu of this clause), each party will keep any confidential information disclosed by the other secret, and on termination (or sooner if required) will at the option of the owner thereof return or destroy such confidential information. 6.2 For the avoidance of doubt, the back-end interfaces and the programming interfaces to Connects technology are confidential information, and must not be shared with third-parties who are not Customers of the Partner for Connects Products. 6.3 Neither party may use or take advantage of any such confidential information without the discloser’s consent, even after the end of this Agreement. 6.4 This obligation does not apply to 6.4.1 information known to the receiver before disclosure by the other party, or 6.4.2 information which becomes public knowledge without fault on the part of the receiver, or 6.4.3 disclosures made to the extent required by some applicable legal or regulatory requirement. 6.5 For the avoidance of doubt, Connect acknowledges that any data held by Connect on behalf of Customers is Customer’s data, and confidential to the Customer, and Connect will not use such information other than for the purposes of this Agreement. 6.6 This provision shall survive termination. 6.7 All relationships between Partner and Customer are confidential; Connect agree to not intentionally contact the Customer directly to offer any other products or services unless this agreement has been terminated, or the Partner is made insolvent. 7. DURATION This Agreement shall commence on the Commencement Date and will continue until terminated in accordance with clause 8 of this Agreement. 8. TERMINATION 8.1 Either party may terminate this Agreement:8.1.1 by serving one month’s written notice on the other party at any time; or . 8.1.2 forthwith if the other is in material breach of this Agreement and, where the breach is capable of remedy the other party fails to remedy such breach within 14 days after service of a written notice from the party not in breach specifying the breach and requiring it to be remedied; or 8.1.3 forthwith by giving written notice to the other party if that party becomes bankrupt or insolvent or enters into any arrangement with its creditors or takes or suffers any similar actions in consequence of a debt. 8.2 The termination of this Agreement howsoever arising is without prejudice to the rights, duties and liabilities of either party accrued prior to termination. The clauses in this Agreement which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination. 8.3 Upon termination of this Agreement howsoever arising, the Partner will: 8.3.1 cease to use the logo, Trade Marks and/or any other intellectual or proprietary rights of Connect; 8.3.2 deliver up to Connect all property of Connect; 8.4 Connect and the Partner agree to provide all reasonable assistance to each other to ensure that termination causes as little disruption, inconvenience and/or interruption to Customers as is reasonably practicable in those circumstances. 9. TRADEMARKS 9.1 Connect authorises the Partner to use the Trade Marks and Connect’s logo (as defined in the applicable Connect Reseller Partner Product Specification) in the Territory in relation to the Products for the purpose of performing its obligations under this Agreement. For the avoidance of doubt, the Partner is not obliged to use the Trade Marks and Connect’s logo in connection with the Products, and may if it wishes apply its own name and branding to them. 9.2 The Partner shall ensure that each reference to and use of any of the Trade Marks and Connect’s logo by the Partner is in a manner from time to time approved by Connect. 9.3 The Partner shall not use:9.3.1 the Trade Marks or Connect’s logo in any way which might prejudice their distinctiveness or validity or the goodwill of Connect; or 9.3.2 other than in connection with the Products, any trade marks or names so resembling the Trade Marks and/or Connect’s logo as to be likely to cause confusion or deception. 9.4 Except as expressly provided for in this Agreement, the Partner acknowledges and accepts that it shall have no rights in or to Connect’s logo, the Trade Marks, the Products, any Upgrades, or any marketing or display/presentation materials, and that all such rights as may arise or subsist therein shall remain at all times vested in Connect. 9.5 The Partner will immediately inform Connect in writing of any actual, threatened or suspected infringement of the Trade Marks, Connect’s logo and/or any other intellectual property rights of Connect relating to the Products, and/or any Upgrades or of any claim that the Products, and/or any Upgrades infringe the intellectual property rights of a third party but the Partner shall take no steps or enter into any proceedings with respect to such infringement or claim without the prior written consent of Connect. 9.6 The Partner shall at the expense of Connect take all such steps as Connect may reasonably require to assist Connect in maintaining the availability and enforceability of the Trade Marks, Connect’s logo and/or any other intellectual property rights of Connect during the term of this Agreement. 9.7 The Partner shall not do or authorise any third party to do any act which would or might invalidate or be inconsistent with Trade Marks, Connect’s logo and/or any other intellectual property rights of Connect and it shall not omit or authorise any third party to omit to do any act which, by its omission, would have that effect. Connect Support Services Limited South Quay Plaza 2, 183 Marsh Wall, London E14 9SH T > 0844 556 2000 W > www.connectpartner.co.uk Reg. Office > 4 Croxted Mews, London SE24 9DA. Reg in Eng. No. > 2795071
10. DATA 10.1 The parties acknowledge and accept that certain data will be supplied by Customers to Connect which will be placed on Connects server infrastructure (“Data”). 10.2 The Partner acknowledges and accepts that Connect does not, in particular, carry out any screening of the Data (as may be amended from time to time) and the Customer is solely responsible for access to and any use of the Data pursuant to the Product Terms. Connect hereby excludes all or any liability from and against any costs (including legal costs), expenses, damages, liabilities and against any direct, indirect and/or Consequential Loss (which includes, without limitation, economic loss, loss of profit, loss of goodwill, loss of revenue and like loss) which the Partner suffers or incurs directly or indirectly in relation to or as a consequence of: access to or use of the Data, the Products, and/or any Upgrades by any Customer, the Partner or any third party; and any information, data or material produced or supplied by a Customer (including the Data) to Connect or the Partner. 10.3 The parties acknowledge and agree that the provisions of the Product Terms shall apply mutatis mutandis to this Agreement. 11. LIABILITY 11.1 Connect accepts liability to the Partner for direct loss and damage resulting from its negligence, or from any failure by it to perform this agreement, except where that results from causes beyond its reasonable control. 11.2 Connect is not liable for any delays or failures on the part of third party suppliers and providers. Connect is not liable for economic, consequential or indirect loss or damage, or for loss of profit, business, revenue, goodwill or anticipated savings. 11.3 Connects entire liability for any and all loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this Agreement and not limited or excluded by any other provision is limited to the higher of (a) £100,000, and (b) 125% of the total fees payable by the Customer to Connect during the immediately preceding 12 months, except to the extent that such liability may not be lawfully excluded or limited. 11.4 Connect shall not in any event be liable for any claims not notified to it in writing within six months of the cause of action accruing. 11.5 Connect does not exclude or limit liability for death or personal injury arising as a result of its negligence. 11.6 Connect and the Partner both acknowledge that (a) neither party enters this Agreement on the basis of or in reliance on any representation, warranty or other provision except as expressly provided in writing, and (b) any liability or remedy for innocent or negligent misrepresentation is expressly excluded, and (c) save to the extent expressly provided herein, all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law. 11.7 Connects charges are fixed on the understanding that its liability is limited as provided by this term. 12. MISCELLANEOUS 12.1 Save to the extent expressly permitted hereby, the Partner may not assign, deal with, sub-contract or dispose of any of its rights under or delegate the burden of this Agreement without the prior written consent of Connect. 12.2 No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy. 12.3 This Agreement and the applicable Product Terms and any separate agreement relating to confidentiality together contain all the terms which the parties have agreed in relation to the subject matter of this Agreement, and supersede any prior written or oral agreements, representations or understanding between the parties relating to such subject matter. Neither party to this Agreement has been induced to enter into it by a statement or promise which it or the Product Terms do not contain, save that this clause shall not exclude any liability which one party would otherwise have to the other party in respect of any statement made fraudulently by that party. 12.4 Connect may vary these terms at any time by notice specifying the change(s) and the date on which the varied terms are to take effect (‘Variation Date’), and by making the varied terms accessible on its website. If Connect does so and if the Partner does not wish to accept the variation, the Partner may before the Variation Date give notice to terminate this Agreement, to take effect immediately before the Variation Date; if the Partner does not so give notice to terminate, the Connect Terms as so varied shall apply with effect from the Variation Date. 12.5 All notices under this agreement shall be in writing. Notice shall be deemed given where (a) sent by email and acknowledged by the recipient to have been received, or (b) sent by prepaid ‘Recorded Signed For’ mail. 12.6 The formation, existence, construction, performance, validity and all aspects whatsoever of this Agreement or of any term of this Agreement shall be governed by English law. The English courts shall have non-exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement. The parties agree to submit to the jurisdiction. 12.7 If the whole or any part of this Agreement is found by any Court, tribunal, administrative body or authority of competent jurisdiction to be wholly or partly illegal, invalid or unenforceable then that provision shall, to the extent required, be severed from this Agreement and shall be ineffective without so far as possible, modifying any other provision or part of this Agreement and it shall not affect any other provisions of this Agreement which shall remain in full force and effect. 13. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 The parties to this Agreement do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it. 14. FORCE MAJEURE Neither party to this Agreement shall be deemed to be in breach of this Agreement or otherwise liable to the other party in any manner whatsoever for any failure or delay in performing its obligations under this Agreement, if it is due to any event beyond the reasonable control of a party to this Agreement which shall include, without limitation, strikes, lockouts or other industrial disputes (whether involving the workforce of the party so prevented or any other party) act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machi
Connect Support Services Limited South Quay Plaza 2, 183 Marsh Wall, London E14 9SH T > 0844 556 2000 W > www.connectpartner.co.uk Reg. Office > 4 Croxted Mews, London SE24 9DA. Reg in Eng. No. > 2795071
