Resale Terms Addendum

The terms and conditions of this Resale Terms Addendum (“Resale Terms”), together with the terms of the FA, apply to and govern the resale of any Resale Products by Partner and are effective as of the Effective Date of the FA.

Unless otherwise defined in the FA or the General Terms, capitalized terms in these Resale Terms shall have the meaning set out below: 

Customer Contracts: means the agreement entered into by and between Partner and the relevant Customer for the subscription/licenses to and supply of the relevant Resale Products and which includes the Wazoku Key Terms.

Partner Pricing: the Partner pricing and/or discounts off the list price applicable to Partner for the purchase of Resale Product subscriptions for resale to Customers, as set out in the Business Terms.

Resale Order Form: means the standard Wazoku order form submitted by Partner to Wazoku for the purchase of the subscriptions/licenses to the applicable Resale Products for resale to the relevant Customer named in such order form in accordance with the terms of the Agreement.

Resale Products:  those Wazoku Products which Partner is permitted to resell following completion of the applicable certification requirements and as set out in the Business Terms.

Resale Product Fees: has the meaning given in clause 3.1 of these Resale Terms.

Wazoku Key Terms: the Wazoku then current standard terms and conditions, as made available by Wazoku to Partner from time to time, for the Resale Products to be included in the Customer Contracts, as applicable, together with the applicable use restrictions and obligations for such Resale Products as set forth in the applicable Resale Order Form.

  1. Resale rights and obligations
    1. In consideration of the Resale Product Fees and subject to Partner’s satisfactory completion of the relevant training and certification requirements (as detailed in the Business Terms and Partner Policies), Wazoku grants to Partner the non-exclusive, non-transferable right during the Term to (i) market and resell the Resale Products in the Territory; (ii) demonstrate and promote the Resale Products to Prospects in the Territory, and (iii) as required to resell the Resale Products under the Agreement, sub-license the Resale Products to its Customers in the Territory, in each case, subject to and in accordance with the Agreement.
    2. Partner shall comply with the additional obligations and limitations on its activities hereunder as specified in the FA and Business Terms Schedule, including, without limit, any restrictions on resales within or outside of the Territory, as applicable. Nothing in the Agreement shall prevent Partner in any way from making passive sales outside of the Territory or to any Reserved Customer (as applicable). The term “passive sales” for the purposes of the Agreement shall have the meaning given to it in the relevant applicable competition laws and regulations. Unless otherwise expressly agreed by the parties in writing, Wazoku is free to market and sell Resale Products directly in the Territory and to appoint other partners in the Territory.
    3. Partner shall register all Prospect sales leads directly to Wazoku for approval by Wazoku by sending an email to the Wazoku Partner contact as notified by Wazoku to Partner or such other email address or registration process as notified by Wazoku to Partner from time to time and in accordance with the Partner Policies, detailing at a minimum the Prospect’s company and contact details and all related details of the deal. Following Prospect qualification in accordance with the Business Plan and/or Partner Policies (and as further detailed under section 1.8.3 of these Resale Terms), Partner shall place its binding Resale Order Forms for the subscription to use the Resale Products in accordance with clause 2 below and the Partner Policies. Wazoku shall, in its discretion, accept the Resale Order Form and provision the applicable Resale Products as requested by Partner for its Customer. All such Resale Order Forms shall be solely subject to the terms of the Agreement. Partner shall place renewal and upgrade orders for its Customers in the same manner, and such orders will be handled in accordance with clause 2 of these Resale Terms.
    4. Wazoku will provide standard system administration training to each new Customer alongside the Partner (as further detailed in the Business Terms). Partner will be responsible for all resale Customer questions and requests for additional support or training for the Resale Products. Unless otherwise agreed in the Business Terms, Partner may consult with Wazoku with regard to providing support to its resale Customers, but Wazoku will not provide direct support to such Customers unless Wazoku determines that it is necessary, upon prior notice to Partner, or this is specifically agreed between the Partner and Wazoku in advance as part of a specific engagement agreed by the parties in the Business Terms and/or the applicable Transaction Document. Wazoku reserves the right upon prior notice to Partner to communicate directly with any Customer about their use of the Resale Product(s) and any support issues they may have, if Wazoku determines that it is necessary. All support provided by Partner to Customers shall be provided in accordance with the applicable Partner Policies and the Business Terms and be performed with due skill and care and in accordance with good industry practice and applicable laws and regulations.
    5. Wazoku will provide reasonable sales support to Partner as further described in the Partner Policies and Business Terms.
    6. Partner shall ensure it and its employees and where applicable consultants who are reselling Resale Products are fully trained on the Resale Products as necessary in order for Partner to resale such Resale Products. Such training shall be at Partner’s own cost and expense unless otherwise expressly agreed by Wazoku in writing.
    7. Partner shall promptly notify Wazoku of any complaints or queries of which it becomes aware relating to the Resale Products and/or any other related services.
    8. Partner shall:
      1. as agreed in the Business Terms or as otherwise required by Wazoku, complete the relevant certification requirements as set out in the Business Terms and as further described in the Partner Policies;
      2. cooperate with Wazoku to agree an annual marketing plan and carry out such agreed marketing plan;
      3. follow and comply with the pre-sales, sales and qualification of Prospects processes as set out in the Partner Policies or to be agreed mutually between Wazoku and the Partner, and then set out in Business Terms or as otherwise amended with written agreement between the Partner and Wazoku from time to time;
      4. indicate it is acting as a reseller and not as author or developer of the Resale Products in all correspondence and dealings with third parties;
      5. submit reports at the intervals as agreed by the parties to Wazoku showing details relating to the performance of its obligations under this Addendum as Wazoku may reasonably require from time to time;
      6. communicate with Wazoku in a timely manner and in advance of any cancellation, renewal or changes to existing Customer Contracts; and
      7. keep full and proper books of account and records relating to the resale of Resale Products and any other related services and Customer Contracts for at least six (6) years after the termination or expiry of this Addendum.
  2. Customer Contracts and Ordering
    1. Partner shall:
      1. place a binding Resale Order Form with Wazoku for each Customer Contract it enters into for the applicable Resale Product(s), by completing and submitting a signed Resale Order Form to Wazoku which shall include without limitation (i) the full legal entity name and address and contact details of Customer (ii) the Resale Products being purchased; (iii) the term of the Customer’s access to the Resale Products and effective date; and (iv) number of authorised users. A completed and submitted Resale Order Form shall be deemed accepted by Wazoku on the issuance by Wazoku of a Resale Order Form acknowledgement to Partner (by email);
      2. enter into Customer Contracts for the subscriptions and/or license to use the Resale Product(s) with Customers and ensure that for each Customer Contract the terms and conditions of the Wazoku Key Terms are agreed and accepted by the Customer, including that Customer agrees and accepts that its subscription/license to use the Resale Products are governed by the Wazoku Key Terms and such terms are enforceable by Wazoku against Customer directly; the Customer’s acceptance of the Wazoku Key Terms shall be deemed to have occurred on the date that Partner places its binding Resale Order Form with Wazoku (in accordance with sub-clause 2.1.1 above) for the subscriptions(s)/licenses to use the Resale Product(s) which form part of the Customer Contract and Wazoku retains the right to require Partner to provide evidence of Customer’s agreement to the Wazoku Key Terms. If there is any inconsistency between such Wazoku Key Terms and the terms of the Agreement, the terms of the Agreement shall prevail. Any representation, warranty, condition or indemnity with respect to subscriptions/licenses for the Resale Products resold by Partner shall run directly from Wazoku to Customer as set forth in the Wazoku Key Terms;
      3. comply at all times with the terms of the Agreement and the Partner Policies in respect of entering into Customer Contracts;
      4. not make: (i) any representations or warranties with respect to the Resale Products or any other software and/or services of Wazoku that are greater in scope or duration than Wazoku’s standard warranty and the standard terms and conditions for the Resale Products, software and/or services, as set out in the Wazoku Key Terms; or substantially alter or limit the rights of Wazoku, except where required by the mandatory rule of law within the Territory and has been approved in writing in advance by Wazoku; (ii) any commitment to modify any of the Resale Products; or (iii) any statement, representation or act indicating that the Partner owns or otherwise has any rights to any Resale Products. Partner shall be solely responsible and liable for any claims, warranties or representations made by Partner or its employees or agents which differ from the terms of Wazoku Key Terms and/ such other terms Wazoku may notify to Partner. Partner hereby agrees to indemnify and hold Wazoku and its Affiliates harmless from and against any damage or expense (including reasonable attorneys’ fees) resulting from any representation, warranty or commitment made by Partner in violation of this section 2 of these Resale Terms;
      5. not amend or vary the terms of the Wazoku Key Terms without first obtaining the prior written consent of Wazoku;
      6. immediately notify Wazoku of any Customer Contracts which, for whatever reason, are terminated or expire. If Customer breaches its Customer Contract and/or the Wazoku Key Terms, as applicable, Partner will give notice of that breach to Wazoku as soon as Partner becomes aware of it and shall take such steps as Wazoku may request in relation to that breach, including terminating the Customer Contract and/or Wazoku Key Terms as applicable with Customer. Partner shall keep Wazoku informed about the steps taken by the Partner and the steps taken by the Customer to remedy the breach and provide Wazoku with such other information as Wazoku may require.
    2. Except as otherwise agreed by the parties in writing, in the event that the Agreement is terminated earlier and subject to the parties agreed obligations post termination in respect of the Customers, the parties agree to continue to service and maintain their obligations to the Customers until the end of the last termination and or expiry of all Customer Contracts on the same terms as agreed in a Customer Contract and the relevant clauses herein shall survive any termination.
    3. Wazoku shall give Partner not less than four (4) weeks’ notice of any change of terms to its own customer contracts whereupon Partner shall, where relevant and applicable, use its reasonable endeavours to notify its Customers of and implement any required change to its Customer Contracts.
    4. All Resale Products, or such other services as may be made available by Wazoku for resale, are subject to availability. Wazoku reserves the right to discontinue the Resale Products and/or add, modify or change the specifications, configurations and other technical information regarding the Resale Products subject to prior reasonable notice.
    5. Wazoku makes no representations or warranties to Partner about the suitability, reliability, availability, timeliness, security or accuracy of the Resale Products for any purpose and to the maximum extent permitted by applicable law, Wazoku and/or Wazoku’s service providers, licensors and suppliers hereby disclaim all warranties and conditions of any kind with regard to the Resale Products, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.
  3. Payments for Resale Transactions
    1. On or after the effective date of the relevant Resale Order Form, Wazoku will invoice the Partner, for the applicable fees for the Resale Product(s) ordered by Partner for resale to Partner’s Customer as set out in the applicable Resale Order Form and based on the Partner Pricing (“Resale Product Fees”). Wazoku will invoice the Partner on the effective date of the applicable Resale Order Form for the Resale Product Fees in full and upfront for the applicable initial subscription term as set out in the Resale Order Form, unless otherwise agreed between Wazoku and the Partner in the applicable Resale Order Form.
    2. Thereafter the applicable Resale Product Fees for any renewal terms will be invoiced on or after the anniversary of the effective date of such Resale Order Form.
    3. Partner agrees to pay such invoices for the Resale Product Fees to Wazoku in full and without deduction within thirty (30) days of the invoice date. If Partner does not pay any such fees for a customer’s account within fifteen (15) days after notice of non-payment from Wazoku:
      1. the unpaid fees shall incur a late fee equal to the greater of two (2%) per month or the maximum amount allowed by applicable law; and
      2. Wazoku may suspend the delivery of the Resale Product(s) while any payment is delinquent. Wazoku reserves the right to terminate or suspend the access to the Resale Products to such Customer of Partner and/or to initiate direct communication with the Customer about the provision of the Resale Products.
    4. All Resale Product Fees and Partner Pricing are exclusive of all Taxes (including VAT) which shall be payable by Partner at the applicable rate.
    5. Partner shall have sole responsibility for invoicing and collecting fees for the Resale Products from its Customer. Partner’s obligation to pay the Resale Product Fees to Wazoku is not conditional upon Partner’s receipt of payment from its Customers.
    6. Partner is at all times free to determine the price at which it resells the Resale Products to Customers.
    7. All Taxes, charges, levies, assessments and other fees of any kind imposed on the purchase of the Resale Products shall be the responsibility of, and for the account of, the Partner.
  4. No Ownership Rights
    1. Notwithstanding any use of terms such as “purchase”, “sale”, “resale” or likewise hereunder, all Resale Products and related services and deliverables are offered by Wazoku on a license subscription basis only.
  5. Termination of this Addendum
    1. Upon termination of the Agreement and/or this Addendum, in addition to the termination obligations set out in the FA and General Terms, Partner shall pay all fees due to Wazoku up to and including the date of termination. In addition, notwithstanding the expiration or earlier termination of the Agreement, Partner shall remain obligated to pay all invoices from Wazoku for the Resale Products ordered under all Resale Order Forms up to and including the expiration or termination of the applicable Customer Contracts entered into prior to the date of termination of the Agreement. Partner shall not enter into any new Customer Contracts during any termination notice period or after the date of termination. The parties will agree and carry out a termination transition plan for any such remaining Customer Contracts as set out in the Business Terms or as otherwise mutually agreed by the parties acting reasonable and in good faith.
    2. Partner shall cease to promote, solicit or procure orders for the Resale Products and immediately cease and discontinue any and all use of the Wazoku Trademarks.
    3. Where the Agreement and/or this Addendum are terminated in accordance with the General Terms, and provided that the Customer is not in breach of the Wazoku Key Terms (as applicable), such Customer’s subscriptions/licenses already sold by Partner in accordance with the Agreement shall continue for the remainder of the applicable subscription term as defined in each such Customer Contract, subject to the receipt of payment up-front by Wazoku from Partner for the remaining subscription terms (as applicable) as set out in the Customer Contract.
    4. Following termination of the Agreement and/or this Addendum, Wazoku may thereafter contact any Prospects and any Customer from whom Partner has procured orders for subscriptions/licenses for the Resale Products.
  6. Limitation on Liability.
    1. Subject to the limits and exclusions set out in the limitation of liability clause of the General Terms, either party’s liability under or in connection with this Addendum shall in no event exceed the total fees paid and payable under the applicable Transaction Document to which such claim relates, within the twelve months preceding the date on which the claim arose.