Terms and Conditions

PARTIES

Licensor as defined in the Channel Partner Authorisation Form and Agreement.
Authorised Channel Partner as defined in the Channel Partner Authorisation Form and Agreement.

BACKGROUND

Licensor wishes to authorise and license Authorised Channel Partner as its non-exclusive channel partner for the promotion, access to and sale of the Services, and Authorised Channel Partner wishes to promote and sell the Services on the terms of the Channel Partner Authorisation Agreement.

AGREED TERMS

Interpretation

The following definitions and rules of interpretation apply in the Channel Partner Authorisation Agreement and the Background:
1. Definitions:
  
  Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
  
  Business Hours: the period from 9.00 am to 5.00 pm GMT/BST on any Business Day.
  
  Commencement Date: has the meaning given in clause 2.
  
  Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and Controls, Controlled and the expression change of Control shall be interpreted accordingly.
  
  Services: the Services of the type and specification listed on the Channel Partner Authorisation Form as varied from time to time in accordance with clause 5.2, and any other Services developed by Licensor and which Licensor may license Authorised Channel Partner, by express notice in writing, to offer..
  
  Services Agreement: Licensor's Services Agreement Standard Terms and Service-specific Terms (as applicable to an Order Form), as amended from time to time.
  
  Term: the term of the Channel Partner Authorisation Agreement, as per the Channel Partner Authorisation Form.
  
  Trade Marks: the registered trade marks and any further trade marks, that Licensor may by express writing permit or procure permission for, Authorised Channel Partner to use in respect of the Services.
  
  VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.
2. Clause, Schedule and paragraph headings shall not affect the interpretation of the Channel Partner Authorisation Agreement.
3. A person includes a natural person, corporate or unincorporated body whether or not having separate legal personality.
4. Any Schedules form part of the Channel Partner Authorisation Agreement and shall have effect as if set out in full in the body of the Channel Partner Authorisation Agreement. Any reference to the Channel Partner Authorisation Agreement includes any Schedules.
5. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
6. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
7. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
8. The Channel Partner Authorisation Agreement shall be binding on, and ensure to the benefit of, the parties to the Channel Partner Authorisation Agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.
9. A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made under that legislation or legislative provisions.
10. A reference to writing or written excludes but not email.
11. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
12. References to clauses and any schedules are to the clauses and schedules of the Channel Partner Authorisation Agreement and references to paragraphs are to paragraphs of the relevant Schedule.
13. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
Commencement and duration

The Channel Partner Authorisation Agreement shall commence on the Commencement Date set forth in the Channel Partner Authorisation Form and shall continue, unless terminated in accordance with the Channel Partner Authorisation Agreement, for an initial term as set forth in the Channel Partner Authorisation Form and automatically renew for equal extension terms indefinitely after that until terminated by either party giving at least six months’ express written notice.
Authorisation and Licence
1. As set forth in the Channel Partner Authorisation Form, Licensor authorises and licences Authorised Channel Partner as its non-exclusive channel partner to market, purchase, distribute, access as required and resell the Services on the terms of the Channel Partner Authorisation Agreement, and Authorised Channel Partner accepts the authorisation.
2. Licensor authorises Authorised Channel Partner to execute contracts for sale of the Services without prior reference to Licensor, but only in accord with the Services Agreement. For the avoidance of doubt, Authorised Channel Partner shall not have the authority to amend any of the Services Agreement and the Services Agreement shall take precedence over any other terms.
3. Licensor shall be free to, except as otherwise set forth in the Channel Partner Authorisation Form or expressly agreed in writing:
  1. authorise any other channel partner, reseller or agent and
  2. supply any Services directly whether for use or resale.
4. Authorised Channel Partner shall buy the Services for its own account for resale under the Channel Partner Authorisation Agreement.
5. Authorised Channel Partner shall purchase the Services only from Licensor.
6. Authorised Channel Partner shall not:
  1. represent itself as an agent of Licensor for any purpose;
  2. pledge Licensor's credit;
  3. give any condition or warranty on Licensor's behalf;
  4. make any representation on Licensor's behalf;
  5. commit Licensor to any contracts; or
  6. otherwise incur any liability for or on behalf of Licensor.
7. Authorised Channel Partner shall not, without Licensor's prior written consent, make any promises or guarantees about the Services beyond those contained in the Services Agreement or promotional material supplied by Licensor.
Authorised Channel Partner's undertakings

Authorised Channel Partner undertakes and agrees with Licensor that at all times during the Term it will:
1. use reasonable endeavours to promote and sell the Services and to expand the sale of the Services by reasonable and proper means and not do anything which may hinder or interfere with such sales;
2. engage a sufficient number of suitably qualified and trained personnel to ensure the proper fulfilment of Authorised Channel Partner's obligations under the Channel Partner Authorisation Agreement;
3. ensure attendance of training of Authorised Channel Partner’s sales and technical personnel.
4. not resell the Services at a price exceeding any maximum resale price from time to time specified by Licensor in writing;
5. submit written reports at regular intervals to Licensor, showing details of sales, outstanding customer orders and orders placed by Authorised Channel Partner with Licensor that are still outstanding, and any other information relating to the performance of its obligations under the Channel Partner Authorisation Agreement that Licensor may reasonably require from time to time;
6. maintain, on its own account, full access to the Services so that it can supply all orders for Services received by it without delay;
7. keep full and accurate books of account and records clearly showing all enquiries, quotations, transactions and proceedings relating to the Services and allow Licensor, on reasonable notice during normal business hours, access to such accounts and records for inspection;
8. inform Licensor immediately of any change in Control of Authorised Channel Partner, and of any change in its organisation or method of doing business that might be expected to affect the performance of Authorised Channel Partner's duties under the Channel Partner Authorisation Agreement; and
9. pay or ensure payment on the due date to Licensor of all sums due to Licensor for sales of the Services.
Supply of Services
1. Licensor shall use its reasonable endeavours to maintain access to and use of the Services and meet all orders for the Services forwarded to it by Authorised Channel Partner as soon as practicable, but Licensor may, at its discretion, refuse any order that it reasonably considers it would be impracticable to attempt to meet.
2. On giving at least three (3) months’ notice in writing to Authorised Channel Partner, Licensor may vary the Services listed on the Channel Partner Authorisation Form as it deems necessary to exclude one or more of the Services.
3. Licensor may make changes to the specifications of the Services, provided the changes do not adversely affect the quality and nature of the Services. Licensor shall give notice of any changes to Service specifications to Authorised Channel Partner as soon as reasonably practicable.
Licensor's undertakings

Licensor agrees that at all times during the Term it shall:
1. Provide Authorised Channel Partner with such information and support as Licensor, in its sole discretion, considers appropriate to enable Authorised Channel Partner to discharge its duties under the Channel Partner Authorisation Agreement properly and efficiently.
2. Endeavour to respond as soon as practicable to any reasonable enquiries from Authorised Channel Partner concerning the Services.
3. Provide training for Authorised Channel Partner’s sales and technical personnel the scope and subject matter of which shall be at Licensor’s sole discretion. Licensor shall provide additional training if requested by Authorised Channel Partner at Authorised Channel Partner’s expense.
Fees and payment
1. Licensor may choose to increase the Fees on an annual basis with effect from each anniversary of the date of any Channel Partner Services Agreement, upon 90 days’ notice, to cover, e.g., any increased Supplier costs, in line with the higher of five percent (5%) or the percentage increase in the Consumer Price Index in the preceding 12-month period, and the first such increase shall take effect, at Licensor’s discretion, on the first anniversary of the date of any Channel Partner Services Agreement and shall be based on the latest available annual figure for the percentage increase in the Consumer Prices Index. Licensor may, at any time during the Initial Term and during any Extension Term thereafter, vary the Fees payable by Customer by giving at least 90 days prior written notice in the event of and where related to new taxation laws, or the introduction or increase in any taxes, levies, costs or material expenses, including any taxes or levies which relate to the Services;
2. Licensor may provide Authorised Channel Partner with discounts as expressly agreed in writing.
3. Authorised Channel Partner shall collect and hold as trustee all monies due to Licensor for any sales or otherwise and shall remit the same to Licensor without deduction and shall pay invoices, except where otherwise expressly agreed:
  1. within thirty (30) days of the receipt of the invoices; and
  2. in full and in cleared funds to the bank account nominated in writing by Licensor.
4. All expenses, costs and charges incurred by Authorised Channel Partner in the performance of its obligations under the Channel Partner Authorisation Agreement shall be paid by Authorised Channel Partner, unless Licensor has expressly agreed in advance in writing to pay such expenses, costs and charges.
5. As between Licensor and Authorised Channel Partner, Authorised Channel Partner is solely responsible for the collection, remittance and payments of any or all taxes, charges, levies, assessments and other fees of any kind imposed by governmental or other authority in respect of the purchase, sale, importation, lease or other distribution of the Services.
VAT and taxes
1. All sums payable under the Channel Partner Authorisation Agreement, or otherwise payable by any party to any other party under the Channel Partner Authorisation Agreement are exclusive of any VAT chargeable on the supplies for which such sums (or any part of them) are the whole or part of the consideration for VAT purposes.
2. Where, under the Channel Partner Authorisation Agreement, any party makes a supply to any other party (Recipient) for VAT purposes and VAT is or becomes chargeable on that supply for which the supplying party is required to account to the relevant tax authority, the Recipient shall, subject to the receipt of a valid VAT invoice, pay the supplying party (in addition to, and at the same time as, any other consideration for that supply) the amount of such VAT.
3. Where any party is required by the Channel Partner Authorisation Agreement to reimburse or indemnify any other party for any cost or expense, that first party shall reimburse or indemnify the other party for the full amount of the cost or expense, including any VAT on that amount, except to the extent that the other party is entitled to credit or repayment for that VAT from any relevant tax authority.
4. All taxes, charges, levies, assessments and other fees of any kind imposed on the purchase or import of the Services shall be the responsibility of, and for the account of, Authorised Channel Partner.
Advertising and promotion
1. Authorised Channel Partner shall:
  1. not use any advertising materials or promotional literature to promote the Services without Licensor's express written consent;
  2. display Licensor advertising as reasonably requested Licensor;
  3. observe all reasonable directions and instructions given to it by Licensor for promotion and advertisement of the Services; and
  4. not make any written statement as to the quality of the Services without the prior written approval of Licensor.
2. Licensor shall:
  1. approve or reject, in its sole discretion, any promotional information or material or any advertising and promotional programme submitted by Authorised Channel Partner; and
  2. provide Authorised Channel Partner with information on the advertising and promotion used by Licensor and, at Licensors’ discretion, charge Authorised Channel Partner for Licensor’s supply of promotional and advertising material as Authorised Channel Partner shall reasonably request from time to time.
3. Authorised Channel Partner shall ensure that any website that it uses for the sale of the Services complies with any reasonable quality standards and criteria provided by Licensor from time to time.
Licensor's Services Agreement
1. The Services Agreement shall apply to the Services in respect of the Channel Partner Authorisation Agreement and shall be read in conjunction with the Channel Partner Authorisation Agreement. If there is any inconsistency between the Services Agreement and the provisions of the Channel Partner Authorisation Agreement, the provisions of the Services Agreement shall prevail as relates to access to and delivery of the Services.
2. Authorised Channel Partner shall not, without Licensor’s prior written consent, make or give any representations, warranties or other promises concerning the Services beyond those contained in the Services Agreement.
Trade Marks
1. Licensor grants Authorised Channel Partner the non-exclusive right to use the Trade Marks in the promotion, advertisement and sale of the Services, subject to, and for the duration of, the Channel Partner Authorisation Agreement. Authorised Channel Partner acknowledges and agrees that all rights in the Trade Marks shall remain in Licensor, and that Authorised Channel Partner has and will acquire no right in them by virtue of the discharge of its obligations under the Channel Partner Authorisation Agreement, except for the right to use the Trade Marks as expressly provided in the Channel Partner Authorisation Agreement.
2. Authorised Channel Partner shall market and sell the Services only under the Trade Marks, and not in association with any other trade mark, brand or trade name.
3. Authorised Channel Partner shall not, without the prior written consent of Licensor:
  1. make any addition or modifications to the Services or to any advertising and promotional materials supplied by Licensor; or
  2. alter, deface or remove any reference to the Trade Marks, any reference to Licensor or any other name attached or affixed to the Services.
4. Authorised Channel Partner shall not sub-license, assign, transfer, charge, or otherwise encumber the right to use, reference, or designate the Trade Marks to any other party, except as otherwise expressly permitted under the Channel Partner Authorisation Agreement.
5. Authorised Channel Partner shall not do, or omit to do, anything in its use of the Trade Marks that could adversely affect their validity or reputation.
6. Authorised Channel Partner shall promptly give notice to Licensor in writing if it becomes aware of:
  1. any infringement or suspected infringement of the Trade Marks or any other intellectual property rights relating to the Services; or
  2. any claim that any Service or the manufacture, use, sale or other disposal of any Service, whether or not under the Trade Marks, infringes the rights of any third party.
7. In respect of any matter that falls within clause 11.6(a):
  1. Licensor shall in its absolute discretion, decide what action to take in respect of the matter (if any);
  2. Licensor shall conduct and have sole control over any consequent action that it deems necessary and Authorised Channel Partner shall on being so requested by Licensor and at Licensor's cost assist in taking all steps to defend the rights of Licensor including the institution at Licensor's cost of any actions which it may deem necessary to commence for the protection of any of its rights; and
  3. Licensor shall pay all costs in relation to that action and shall be entitled to all damages and other sums that may be paid or awarded as a result of that action.
8. In respect of any matter that falls within clause 11.6(b):
  1. Licensor and Authorised Channel Partner shall agree:
    1. what steps to take to prevent or terminate the infringement; and
    2. the proportions in which they shall share the cost of those steps and any damages and other sums that may be awarded to or against them; and
  2. failing agreement between the parties, either party may take any action as it considers necessary or appropriate, at its own expense, to defend the claim and shall be entitled to and responsible for all damages and other sums that may be recovered or awarded against it as a result of that action.
9. Authorised Channel Partner shall not use the Trade Marks as part of the name under which Authorised Channel Partner conducts its business, or any connected business, or under which it sells or services any Services (except the Services), or in any other way, except as expressly permitted under the Channel Partner Authorisation Agreement.
10. Upon termination of the Channel Partner Authorisation Agreement for any reason, Authorised Channel Partner shall immediately stop using all or any part of the Trade Marks;
11. Licensor may upon its written notice use Authorised Channel Partner’s logo(s) and/or trade marks for promotion of Licensor’s Channel Partner scheme and other related marketing, unless otherwise required by Authorised Channel Partner.
Compliance with laws and policies

Authorised Channel Partner shall at its own expense comply with all laws and regulations relating to its activities under the Channel Partner Authorisation Agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.
Data protection (except where the Services Agreement Standard Terms are applicable as to Services and thereby supersede these terms)
1. The following definitions apply in this clause:
  
  Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisation measures: as set out in the Data Protection Legislation.
  
  Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, as applicable, the privacy of electronic communications and European Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation)).
  
  Permitted Recipients: the parties to the Channel Partner Authorisation Agreement, the employees of each party, any third parties engaged to perform obligations in connection with the Channel Partner Authorisation Agreement.
  
  Shared Personal Data: the personal data to be shared between the parties under the Channel Partner Authorisation Agreement. Shared Personal Data shall be confined to the categories of information relevant to the relevant categories of data subject.
  
  UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.
2. This clause 13 sets out the framework for the sharing of personal data between the parties as controllers. Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
3. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall constitute a material breach.
4. Each party shall:
  1. ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
  2. give full information to any data subject whose personal data may be processed under the Channel Partner Authorisation Agreement of the nature of such processing. This includes giving notice that, on the termination or expiry of the Channel Partner Authorisation Agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
  3. process the Shared Personal Data only for the Agreed Purposes;
  4. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
  5. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data including obligations of confidentiality which are no less demanding than those imposed by the Channel Partner Authorisation Agreement;
  6. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and
  7. not transfer any personal data received from the Data Discloser outside the UK unless the transferor ensures that:
    1. the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or
    2. there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or
    3. the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or
    4. one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.
5. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
  1. consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
  2. promptly inform the other party about the receipt of any data subject rights request;
  3. provide the other party with reasonable assistance in complying with any data subject access request;
  4. not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights request without first consulting the other party wherever possible;
  5. assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;
  6. notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
  7. at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination or expiry of the Channel Partner Authorisation Agreement unless required by law to store the Shared Personal Data;
  8. use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
  9. maintain complete and accurate records and information to demonstrate its compliance with this clause 13; and
  10. provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation.
6. Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.
Non-Compete

During the term of the Channel Partner Authorisation Agreement, and for a period of one (1) year immediately following its termination, Authorised Channel Partner agrees not to directly or indirectly solicit, enter into a contractual arrangement with, or perform competing Services or provide competing deliverables or assist any third party to do the same.
Service liability insurance and Service recalls
1. During the Term, Licensor shall maintain Service liability insurance with a reputable insurer of no less than three million pounds (£3,000,000) in total for any and all liability (however arising) for a claim that the Services are faulty or defective. Licensor shall provide a copy of the insurance policy to Authorised Channel Partner on request.
2. Authorised Channel Partner undertakes to maintain appropriate, up-to-date and accurate records to enable the immediate recall or withdrawal, where possible and necessary, of any Services or batches of Services. These records shall include records of deliveries to/access by customers (including batch numbers, delivery date(s), name and address of customer, telephone number and email address.
3. Authorised Channel Partner shall, at Licensor's cost, give any assistance that Licensor shall reasonably require to recall, as a matter of urgency, any Services.
Indemnities
1. Subject to Authorised Channel Partner fulfilling all the conditions in this clause, Licensor shall indemnify Authorised Channel Partner against all liabilities, costs, expenses, damages and losses including any direct or indirect losses and all interest, penalties and legal costs and all other professional costs and expenses suffered or incurred by Authorised Channel Partner arising out of or in connection with:
  1. any claim made against Authorised Channel Partner in respect of damage to property, death or personal injury arising from any fault or defect in the Services; and
  2. any claim made against Authorised Channel Partner for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the sale of the Services by Authorised Channel Partner.
2. The indemnities in clause 16.1 shall not cover Authorised Channel Partner to the extent that the claim results from Authorised Channel Partner's negligence or wilful misconduct.
3. Liability under the indemnities in clause 1 6.1 is conditional on Authorised Channel Partner discharging the following obligations. If any third party makes a claim, or notifies an intention to make a claim, against Authorised Channel Partner which may reasonably be considered likely to give rise to a liability under clause 16.1 (Claim), Authorised Channel Partner shall:
  1. as soon as reasonably practicable, give written notice of the Claim to Licensor, specifying the nature of the Claim in reasonable detail;
  2. not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of Licensor;
  3. give Licensor and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of Authorised Channel Partner, so as to enable Licensor and its professional advisers to examine them and to take copies (at Licensor's expense) for the purpose of assessing the Claim; and
  4. take such action as Licensor may reasonably request to avoid, dispute, compromise or defend the Claim.
4. If a payment due from Licensor under this clause is subject to tax (whether by way of direct assessment or withholding at its source), Authorised Channel Partner shall be entitled to receive from Licensor such amounts as shall ensure that the net receipt, after tax, to Authorised Channel Partner in respect of the payment is the same as it would have been were the payment not subject to tax.
5. Nothing in this clause shall restrict or limit Authorised Channel Partner's general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.
Limitation of liability
1. Each party has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £5 million per claim and in the aggregate. The limits and exclusions in this clause reflect the insurance cover each party has been able to arrange and each party is responsible for making its own arrangements for the insurance of any excess loss.
2. The restrictions on liability in this clause apply to every liability arising under or in connection with the Channel Partner Authorisation Agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
3. Specific heads of excluded loss. Subject to no limitation of Authorised Channel Partner’s payment obligations, clause 17.4 (liabilities which cannot legally be limited), this clause 12.5 specifies the types of losses that are excluded:
  1. Loss of profits;
  2. Loss of revenues, loss of goodwill;
  3. Loss of agreements, loss of business opportunity;
  4. Loss of business;
  5. Depletion of goodwill or similar losses;
  6. Pure economic loss; and
  7. For any indirect or consequential loss, costs, damages, charges or expenses however arising
4. Nothing in the agreement limits any liability which cannot legally be limited, including liability for:
  1. death or personal injury caused by negligence;
  2. fraud or fraudulent misrepresentation; and
5. Terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Channel Partner Authorisation Agreement.
Termination
1. Either party may immediately terminate the Channel Partner Authorisation Agreement without payment of compensation or other damages caused to the other solely by such termination by giving notice to the other if any one or more of the following occurs:
  1. the other party commits a material breach of any term of the Channel Partner Authorisation Agreement and such breach is irremediable or (if such breach is remediable) fails to remedy that breach within 30 days after being notified in writing to do so;
  2. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (if a partnership) has any partner to whom any of the foregoing apply;
  3. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
  4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
  5. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
  6. the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
  7. a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
  8. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
  9. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has equivalent or similar effect to any event mentioned in clause 18.1(b) to clause 18.1(h) (inclusive); or
  10. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
2. For the purposes of clause 18.1(a) material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from a substantial portion of the Channel Partner Authorisation Agreement.
3. Without affecting any other right or remedy available to it, including payment by Authorised Channel Partner of all Fees due under the Channel Partner Authorisation Agreement, Licensor may terminate the Channel Partner Authorisation Agreement with immediate effect by giving written notice to Authorised Channel Partner if Authorised Channel Partner is in material breach of any other agreement with Licensor or fails to pay any amount due under any Channel Partner Authorisation Agreement on the due date (including, without limitation, all Fees for any delivered services) and remains in default more than 30 days after being notified to make such payment.
4. Authorised Channel Partner may send express written notice of its intention to terminate the Channel Partner Authorisation Agreement within 30 days of the date it receives 90 days express written notice from Licensor of any material update to the Standard Terms (under clause 23) where that updated material term may not by law or policy, applicable at the time, be accepted by Authorised Channel Partner.
Consequences of termination
1. Any provision of the Channel Partner Authorisation Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Channel Partner Authorisation Agreement shall remain in full force and effect.
2. Termination of the Channel Partner Authorisation Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
3. On termination of the Channel Partner Authorisation Agreement Authorised Channel Partner shall immediately pay to Licensor all Licensor's outstanding unpaid invoices and interest;
4. The termination of the Channel Partner Authorisation Agreement shall not of itself make Licensor liable to pay any compensation to Authorised Channel Partner, including compensation for loss of profits or goodwill.
5. Subject to clause 19.3, all other rights and licences of Authorised Channel Partner under the Channel Partner Authorisation Agreement shall terminate on the date of termination or expiry of the Channel Partner Authorisation Agreement.
Confidentiality
1. Each party undertakes that it shall not disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 20.2.
2. Each party may disclose the other party's confidential information:
  1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Channel Partner Authorisation Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 20; and
  2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Channel Partner Authorisation Agreement.
Force Majeure

Neither party shall be in breach of the Channel Partner Authorisation Agreement or otherwise liable for any failure or delay in the performance of its obligations, except for Authorised Channel Partner’s payment obligations, if such delay or failure results from events, circumstances or causes, without limitation, beyond its reasonable control providing, as soon as reasonably practicable after the start of the Force Majeure event but no later than ten days from its start, it notifies the other party of the event, the date on which it started, its likely or potential duration, and the effect of the event on its ability to perform any of its obligations under the Channel Partner Authorisation Agreement; and providing it uses all reasonable endeavours to mitigate the effect of the event on the performance of its obligations. If a period of delay or non-performance continues for six (6) weeks, the party not affected may terminate the Channel Partner Authorisation Agreement by giving twenty-one (21) days' written notice to the affected party.
Entire agreement
1. The Channel Partner Authorisation Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, contracts, promises, assurances, warranties, representations and understandings between them, whether written, oral or by conduct, relating to its subject matter. Each party acknowledges that in entering into the Channel Partner Authorisation Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Channel Partner Authorisation Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Channel Partner Authorisation Agreement.
Amendment

No amendment or variation of the Channel Partner Authorisation Agreement shall be effective without express written consent signed by the parties (or their authorised representatives) except that Licensor may from time to time update these Channel Partner Authorisation Terms, the Services Agreement Standard Terms or Services Agreement Service-specific Terms upon 90 days express written notice to Authorised Channel Partner upon which Authorised Channel Partner may send express written notice of its intent to terminate the Channel Partner Authorisation Agreement as provided for in clause 18.4.
Assignment and other dealings

Authorised Channel Partner shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Channel Partner Authorisation Agreement, without prior express written consent from Licensor, such consent not to be unreasonably withheld. Licensor may mortgage, charge, delegate, assign, novate or otherwise transfer any or all its rights under the Channel Partner Authorisation Agreement. Licensor shall not novate or assign its rights and obligations under the Channel Partner Authorisation Agreement to another service party without prior written notice to Authorised Channel Partner.
Waiver

A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
Severance

If any provision or part-provision of the Channel Partner Authorisation Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Channel Partner Authorisation Agreement. If any provision or part-provision of the Channel Partner Authorisation Agreement is deemed deleted under clause 0 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Notices
1. Any notice given to a party under or in connection with the Channel Partner Authorisation Agreement shall be in writing and shall be delivered by hand or by next working day courier or signed-for post at its registered office. Any notice shall be deemed to have been received:
  1. if delivered by hand, at the time the notice is left at the proper address;
  2. if sent by courier or signed-for post, when received.
  3. if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
2. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
Third party rights

Except as otherwise agreed, the Channel Partner Authorisation Agreement does not give rise to any third-party statutory rights to enforce any of its terms.
No partnership or agency

Nothing in the Channel Partner Authorisation Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other party, or authorise either party to make or enter into any commitments for or on behalf of the other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
Anti-bribery and anti-corruption

Each Party shall, and shall ensure any of its agents, employees, consultants, contractors and subcontractors shall, comply with all applicable laws, statutes, regulation, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 and shall establish, maintain and enforce its own policies and procedures to ensure compliance.
Anti-slavery and human trafficking

Each Party shall, in performing its obligations under the Channel Partner Authorisation Agreement, comply with all applicable anti-slavery and human trafficking laws, statutes and regulations from time to time in force including the Modern Slavery Act 2015; and each party represents and warrants that it has not been convicted of any offence involving slavery and human trafficking or been the subject of any investigation, inquiry or enforcement proceedings regarding any offence or alleged offence of or in connection with such trafficking.
Counterparts

The Channel Partner Authorisation Agreement, specifically the Channel Partner Authorisation Form, may be executed in any number of electronically delivered or hardcopy counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
Announcements

No party shall make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of the Channel Partner Authorisation Agreement, the wider transactions contemplated by it, or the relationship between the parties, without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority any court of competent jurisdiction.
Conflict

If there is an inconsistency between any of the provisions in the Channel Partner Authorisation Form and these Channel Partner Authorisation Terms, the provisions of the Channel Partner Authorisation Form shall prevail.
Rights and remedies

The rights and remedies provided under the Channel Partner Authorisation Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
Set-off

All amounts due under the Channel Partner Authorisation Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
Interest

If a party fails to make a payment due to the other party under the Channel Partner Authorisation Agreement by the due date, then, the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
Governing law, venue and dispute resolution

Authorised Channel Partner Authorisation Agreement shall be governed and construed in accordance with English law. Any dispute arising under or related to the Channel Partner Authorisation Agreement that is not resolved by good faith discussion among the parties, at their discretion, shall be resolved by binding expedited London Court of International Arbitration (LCIA) arbitration in London with the exception of an action brought in any court having jurisdiction to enforce terms of an arbitration award under this clause or for injunctive relief or, for Licensor at its discretion, where the sole or primary dispute regards payment by Authorised Channel Partner

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PARTIES

BACKGROUND

AGREED TERMS

Interpretation

Definitions:

Commencement and duration

Authorisation and Licence

Authorised Channel Partner's undertakings

Supply of Services

Licensor's undertakings

Fees and payment

VAT and taxes

Advertising and promotion

Licensor's Services Agreement

Trade Marks

Compliance with laws and policies

Data protection (except where the Services Agreement Standard Terms are applicable as to Services and thereby supersede these terms)

Non-Compete

Service liability insurance and Service recalls

Indemnities

Limitation of liability

Termination

Consequences of termination

Confidentiality

Force Majeure

Entire agreement

Amendment

Assignment and other dealings

Waiver

Severance

Notices

Third party rights

No partnership or agency

Anti-bribery and anti-corruption

Anti-slavery and human trafficking

Counterparts

Announcements

Conflict

Rights and remedies

Set-off

Interest

Governing law, venue and dispute resolution

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