Below are the Terms and Conditions that Resellers of Venom IT must adhere to.
Appointment of Reseller 1.1. Authorisation and Appointment of Reseller When authorised and appointed as a Reseller by Venom IT, it will be as a non-exclusive reseller, with the objective to market, sell, or incorporate for resale Venom IT Products and Services listed in the Products & Services List available separately. 1.2. Revision of Authorisation Venom IT may revise the lists of Products and Services by giving the Reseller written notice, and cooperating with the Reseller to draft an amended list of Products reflecting the revisions.
Orders 2.1. Purchase Orders The Reseller shall submit all orders for Products and/or Services to Venom IT in writing via Venom IT’s support desk, or as Venom IT otherwise specifies in writing, allowing reasonable time for Venom IT to receive, review, process the Purchase Order, and provision the Products and/or Services (the “Delivery Date”). 2.2. Accepting, Modifying, and Rejecting Purchase Orders 2.2.1. By Notice Within seven Business Days’ of receiving a Purchase Order from the Reseller, Venom IT shall accept, reject, or propose a modification to the Purchase Order by sending the Reseller written notice of its acceptance, rejection, or proposed modification. 2.2.2. Deemed Acceptance If Venom IT fails to notify the Reseller of its acceptance, rejection, or proposed modification, the Reseller may deem that Venom IT has accepted the Purchase Order. If the Reseller fails to notify Venom IT of its acceptance, rejection, of a proposed modification, Venom IT may deem that the Reseller accepted the modification to the Purchase Order. 2.2.3. Modification of Purchase Order Venom IT may propose a modification to a Purchase Order by including in its notice to the Reseller a modified Purchase Order for the Reseller to accept or reject according to the acceptance and rejection procedures under paragraphs 2.2.1 BY NOTICE and 2.2.2 DEEMED ACCEPTANCE. 2.3. Cancelling Purchase Orders The Reseller may, at no expense to itself, cancel part or all of a Purchase Order within 24 hours of placing the order.
Delivery of Tangible Products 3.1. Delivery Venom IT shall, at reasonable additional cost to the Reseller, deliver each order of tangible Products to the Reseller or the Reseller’s reseller as directed by the Reseller. a) on the Delivery Date and to the location specified in the applicable Purchase Order b) using any delivery method the parties agree to in writing. 3.2. Risk of Loss Shifts on Delivery. Venom IT will remain liable for any damages, losses, or defects to the Products until the Products are delivered to the Reseller, after which the Reseller will be solely liable.
Product Materials 4.1. Marketing and Informational Materials Venom IT shall provide the Reseller with the marketing, promotional, and other information in English about the Products that Venom IT typically provides to other distributors of its Products. 4.2. Regulatory Documentation On the Reseller’s reasonable request, Venom IT shall supply the Reseller with all documentation the Reseller requires to comply with the regulatory requirements of all Governmental Authorities in the Territory.
Acceptance and Rejection of Tangible Product Deliveries 5.1. Inspection Period The Reseller will have 7 Business Days after Venom IT delivers an order of Products to inspect and test the Products for defects and to ensure the order meets the specifications of the applicable Purchase Order (the “Inspection Period”). 5.2. Acceptance If in the Reseller’s opinion the Products satisfy the specifications of the applicable Purchase Order, the Reseller shall accept the Products and notify Venom IT that it is accepting them. 5.3. Deemed Acceptance The Reseller will be deemed to have accepted Products if a) the Reseller fails to notify Venom IT on or before the expiration of the Inspection Period, or b) if during the Inspection Period, the Reseller sells or attempts to sell, runs, or otherwise uses the Products beyond what is necessary for inspection and testing, and in a way a reasonable Person would consider consistent with the Reseller having accepting the delivery from Venom IT. 5.4. Rejection and Cure If in the Reseller’s opinion, a delivery of Products fails to meet the specifications of the applicable Purchase Order, c) the Reseller shall deliver to Venom IT a written list detailing each failure, and d) Venom IT shall promptly deliver to the Reseller any Products necessary to remedy each failure, at no expense to the Reseller.
Changes to Products and/or Services Venom IT may discontinue or modify the Products, modify the Product specifications, or replace the Products with similar Venom IT or third party products, except that Venom IT may not discontinue, modify, or replace Products that are subject to an accepted and outstanding Purchase Order, unless required by Law.
Price 7.1. Price for the Reseller The Reseller shall pay Venom IT’s list price for each Product, as listed in the Venom IT Reseller’s Price Schedule. 7.2. Resale Prices The Reseller may determine its own retail prices, taking into account suggested retail prices provided by Venom IT. 7.3. Changes to Prices Notice of Upcoming Changes. If Venom IT changes its list prices, Venom IT shall give the Reseller one month’s notice before implementing those changes. 7.4. No Effect on Outstanding Purchase Orders Changes to Venom IT’s list prices will not affect any Purchase Orders already submitted. 7.5. Most Favoured Customer Venom IT reserves the right to sell its Products and/or Services to any third party at a price lower than what it charges other Resellers for the same Products and/or Services.
Payment of List Prices 8.1. Invoice Delivery Venom IT shall invoice the Reseller for each delivery of Products and/or Services within 28 (twenty-eight) Business Days’ after the Reseller accepts the delivery of Tangible Products or after the Services have begun being provided. 8.2. Invoice Procedure and Requirements Venom IT shall a) make each invoice to the Reseller in writing, including b) an invoice date and number, c) the total amount due, and d) the calculation of the total amount, and e) send each invoice to the Reseller’s agreed-upon address of correspondence
Payment 9.1. Services 9.1.1. Venom IT will charge the Reseller for each service, per user, per calendar month. a) In the event of a user cancellation, the Reseller will be charged for a full month even if only part of a month’s service was rendered. It is the Reseller’s responsibility to notify Venom IT of any user cancellations by logging a service ticket with Venom IT’s support line. b) When a new user is added the Reseller will be charged for a full month even if only part of a month’s service was rendered. It is the Reseller’s responsibility to notify Venom IT of any user additions by logging a service ticket with Venom IT’s support line. 9.1.2. The Reseller will be invoiced every month on or around the 15th of the month. 9.1.3. Invoices are due for payment within 28 days of receipt 9.1.4. Venom IT and the Reseller will pay all amounts due under this Agreement in full without any deduction except as required by law. Neither Party will be entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any amount due, in whole or in part. 9.2. Tangible Products 9.2.1. The Reseller will be invoiced immediately upon dispatch of the Product(s). 9.2.2. A 50% deposit will be required in all cases 9.2.3. The balance of invoices are due for payment within 28 days of receipt 9.2.4. Venom IT and the Reseller will pay all amounts due under this Agreement in full without any deduction except as required by law. Neither Party will be entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any amount due, in whole or in part. 9.3. Payment Procedure The Reseller shall pay each invoice within 28 (twenty eight) days after receiving each invoice, a) in immediately available funds, b) to the account Venom IT specifies on each invoice 9.4. Prevention of Man-in-the-Middle Attacks To mitigate the possibility of Man-in-the-Middle attacks, 9.4.1. The Reseller should make a secure record of Venom IT’s verified bank account details and then check the banking details on each subsequent invoice against the verified banking details before making payment. 9.4.2. Venom IT should be notified of any suspicious changes and payment should temporarily be halted until Venom IT has either verified the change or given instruction to pay into the original verified bank account. 9.5. Reimbursement of Expenses Venom IT will be reimbursed for any reasonable, ad-hoc expenses incurred in connection with providing ad-hoc Products and/or Services to the Reseller. Such expenses will, as far as possible, be discussed with the Reseller beforehand. 9.6. Late-payment Penalties 9.6.1. Any late payments will be charged ‘statutory interest’ – this is 8% per annum plus the Bank of England base rate. Such interest will accrue on a daily basis from the due date until actual payment of the overdue amount. Venom IT may at its sole discretion suspend services until payment has been made in full. 9.6.2. Any late payments will be charged for the cost of recovering the late payment on top of claiming interest, as set out in the section Late commercial payments: charging interest and debt recovery of Her Majesty’s Government official website www.gov.uk. 9.7. Currency All monetary amounts referred to are GBP and are excluding Value Added Tax unless otherwise specified.
Leapfrogging 10.1. Anti-Leapfrogging of Reseller’s Clients and/or re-Resellers to Supplier In the event of clients and/or re-Resellers that are contracted to the Reseller for the provision of Products and/or Services that are provided by Venom IT, such client or re-Reseller directly contacting Venom IT in order to bypass the Reseller, Venom IT will a) Notify the Reseller of the occurrence b) Notify the Reseller’s client or re-Reseller of the existence of an anti-leapfrogging agreement c) Not engage in business with the Reseller’s client or re-Reseller 10.2. Leapfrogging due to Loss of Reseller’s Client and/or re-Reseller due to Dispute 10.2.1. In the event of a client and/or re-Reseller deciding to take their business away from the Reseller due to dispute between the two parties and/or negligence on the part of the Reseller and/or any misconduct and/or misrepresentation on the part of the Reseller, Venom IT reserves the right to contact such a client or re-Reseller and sign a replacement contract in order to take over the business 10.2.2. In such an event the Reseller will not be entitled to any remuneration of any kind 10.3. Further Allowance of Leapfrogging 10.3.1. Venom IT may contact and solicit business from the Reseller’s clients and or re-Resellers if the Reseller a) Commits a material breach of this Agreement b) Persistently breaches any term of this Agreement c) Is dissolved, becomes subject to administration, goes into liquidation or makes any voluntary arrangement with its creditors d) Moves its business away from Venom IT to another or competing supplier 10.3.2. In such an event the Reseller will not be entitled to any remuneration of any kind
Taxes Payment amounts under this agreement do not include Taxes, and the Reseller shall pay all Taxes applicable to payments between the parties under this agreement. 11.1.1. All amounts stated are excluding Value Added Tax unless otherwise indicated. VAT will be charged to the Reseller in addition to monthly service charges or any other, ad-hoc charges for Products and/or Services. 11.1.2. Venom IT will be solely responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment received from the Reseller and Venom IT will indemnify the Reseller in respect of any such payments. 11.1.3. The Reseller will be solely responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment received from its clients and/or re-Resellers. 11.1.4. Venom IT will be solely responsible for the payment of all remuneration and benefits due to the employees of Venom IT, including any National Insurance, Income Tax and any other form of social costs or taxation. 11.1.5. The Reseller will be solely responsible for the payment of all remuneration and benefits due to the employees of the Reseller, including any National Insurance, Income Tax and any other form of social costs or taxation.
Term of Agreement and Termination 12.1. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this agreement. 12.2. This Agreement may be terminated at any time by mutual agreement of both Parties. 12.3. Either Party may terminate this Agreement by giving the other party 30 day’s prior written notice. 12.4. In the event of a price increase, the Reseller will be given 30 days notice or more, where possible. 12.5. Venom IT may terminate this Agreement if the Reseller is more than 30 days late in making due payments. 12.6. Either Party may immediately terminate this Agreement if the other Party: 12.6.1. Commits a material breach of this Agreement. In the event that either Party breaches a material provision under this agreement, the non-defaulting party may terminate this agreement immediately and require the defaulting party to indemnify the non-defaulting Party against all reasonable damages. 12.6.2. Persistently breaches any term of this Agreement 12.6.3. Is dissolved, becomes subject to administration, goes into liquidation or makes any voluntary arrangement with its creditors 12.7. Upon termination of this Agreement all data belonging to the Reseller and/or its clients and/or re-Resellers will be returned to the Reseller without any undue delay once written instructions from the Reseller have been received by Venom IT. Depending upon the method chosen by the Reseller, a small reasonable fee may be charged by Venom IT to cover costs directly related to the returning of the Reseller’s data. 12.8. Except as otherwise provided in this Agreement, the obligations of Venom IT will end upon termination of this Agreement.
Capacity In providing the services under this Agreement it is expressly agreed that Venom IT is acting as an independent contractor and not as an employee. Both parties acknowledge that this Agreement is purely a contract for service and does not create a joint venture or partnership of any kind.
Representations 14.1. Mutual Representations 14.1.1. Existence The parties are corporations incorporated and existing under the Laws of the jurisdictions of their respective incorporation. 14.1.2. Authority and Capacity The parties have the authority and capacity to enter into this agreement. 14.1.3. Execution and Delivery The parties have duly executed and delivered this agreement. 14.1.4. Enforceability This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms. 14.1.5. No Conflicts Neither party is under any restriction or obligation that the party could reasonably expect might affect the party’s performance of its obligations under this agreement. 14.1.6. No Breach Neither party’s execution, delivery, or performance of its obligations under this agreement will breach or result in a default under a) its articles, bylaws, or any unanimous shareholders agreement, b) any Law to which it is subject, c) any judgment, Order, or decree of any Governmental Authority to which it is subject, or d) any agreement to which it is a party or by which it is bound. 14.1.7. Permits, Consents, and Other Authorisations Each party holds all Permits and other authorisations necessary to e) own, lease, and operate its properties, and f) conduct its business as it is now carried on. 14.1.8. No Disputes or Proceedings Except as disclosed in the parties respective Disclosure Schedules, there are no Legal Proceedings pending, threatened, or foreseeable against either party, which would affect that party’s ability to complete its obligations under this agreement. 14.1.9. No Bankruptcy Neither party has taken or authorised any proceedings related to that party’s bankruptcy, insolvency, liquidation, dissolution, or winding up. 14.2. Supplier’s Representations 14.2.1. Disclosure Schedule Venom IT’s Disclosure Schedule lists any exceptions to its representations. 14.2.2. Ownership Except as listed in Venom IT’s Disclosure Schedule, Venom IT is the sole owner of the Products, free of any claims by a third party or any Encumbrance. 14.2.3. Legal Right Venom IT has the right to transfer the Products and/or Services. 14.2.4. No Infringement Venom IT’s sale of the Products does not infringe on or constitute a misappropriation of the Intellectual Property or other rights of any third party.
Limited Warranties 15.1. Supplier Products and/or Services All Venom IT Products are covered by Venom IT’s limited warranty statements and/or Service Level Agreements (SLA) and/or Scoping Documents that are provided with the Products and/or Services or otherwise made available. 15.2. Third Party Products and/or Services Non-Supplier-branded Products and/or Services receive warranty coverage as provided by the relevant third party supplier. 15.3. Software Warranty Venom IT hereby warrants that for the Warranty Period, that when operated according to the documentation and other instructions Venom IT provides, software will perform substantially according to the functional specifications listed in the documentation. 15.4. No Other Obligation Venom IT’s obligation to repair or replace defects under this section will be the Reseller’s sole remedy for defects.
Intellectual Property Except for rights expressly granted under this agreement, 16.1. Nothing in this agreement will function to transfer any of either party’s Intellectual Property rights to the other party, and 16.2. Each party will retain exclusive interest in and ownership of its Intellectual Property developed before this agreement or developed outside the scope of this agreement. 16.3. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with Venom IT. Intellectual property rights include the look and feel of any software produced. Intellectual property rights include the functionality, logic and coding of any software produced.
No Reverse Engineering 17.1. All intellectual property and related material (the “Intellectual Property) that is supplied, developed or produced by Venom IT under this Agreement, will be the property of Venom IT. The Reseller is granted a non-exclusive limited-use license of this Intellectual Property. Any software provided by Venom IT during the course of this Agreement may not be modified, reverse-engineered or de-complied in any manner through current or future technologies. 17.2. The Reseller will not a. create or attempt to, or aid or permits others to, create by reverse engineering, disassembly, decompilation, reverse engineering or otherwise, the internal structure, the source code, hardware design, or organisation of any Product, unless expressly permitted by Law b. copy, modify, translate, or create derivative works of software included in any Product, unless Venom IT consents in writing, or c. separate the Product into component parts for distribution or transfer to a third party.
Reseller Responsibilities 18.1. Marketing 18.1.1. The Reseller shall use reasonable efforts to market, advertise, and otherwise promote and sell the Products and/or Services in the United Kingdom. 18.1.2. Apart from accurate and up-to-date information, Venom IT is under no obligation to provide any marketing materials. 18.2. Misrepresentation The Reseller shall not in any way misrepresent the services provided by Venom IT.
Compliance with Data Protection Laws 19.1. Controller-Processor Relationship 19.1.1. The Parties agree that the Reseller is the Data Controller and Venom IT is the Data Processor. 19.1.2. Venom IT may from time to time subcontract processing of the Data to a third party subcontractor without the specific written consent of the Reseller, in cases such as repairs to data centres, switching of certain service providers (e.g. hardware providers, software providers or providers of other services related to Cloud Computing) as these instances would be classed as being in the legitimate interest of the Data Controller (Recital 49 of the GDPR) and other exemptions made by the Information Commissioner’s Office for Cloud providers. Venom IT reserves the right to sub-contract vetted technical specialists for the occasional and/or regular provision of certain cloud-related services without the Reseller’s consent. 19.1.3. Subject to paragraph 19.1.2, for all other sub-processing activities Venom IT will only engage a sub-processor with the prior consent of the data Reseller and a written contract which enforces compliance with data protection laws. 19.1.4. Venom IT will not transfer or store any data belonging to the Reseller outside of the EU and/or the UK without express written instructions from the Reseller. 19.1.5. Although Venom IT in its capacity as Processor will provide any reasonable assistance in the handling of Subject Access Requests (SARs), the Reseller in its capacity as Controller remains ultimately responsible for the handling of SARs. 19.1.6. Although Venom IT in its capacity as Processor will provide any reasonable assistance in the performing of Data Protection Impact Assessments(DPIAs) the Reseller in its capacity as Controller remains ultimately responsible for the performing of its own DPIAs. 19.1.7. Nothing within this Agreement relieves Venom IT of its own direct responsibilities and liabilities under the GDPR; and no indemnity has been granted. 19.2. The subject matter and duration of the processing Venom IT will process various types of Data on behalf of the Reseller and/or its clients and/or re-Resellers. This may or may not include Personal Data and/or Sensitive Personal Data. 19.3. Nature and Purpose of the Processing The nature and purpose of Processing is determined by the Reseller. 19.4. Type of Personal Data and Categories of Data Subject The types of personal data and categories of Data Subjects are determined by the Reseller. 19.5. Obligations and Rights of the Reseller 19.5.1. The Reseller may be subject to investigative and corrective powers of supervisory authorities (such as the ICO) under Article 58 of the GDPR; 19.5.2. If The Reseller fails to meet its obligations, it may be subject to an administrative fine under Article 83 of the GDPR; 19.5.3. If The Reseller fails to meet its GDPR obligations it may be subject to a penalty under Article 84 of the GDPR; and 19.5.4. If The Reseller fails to meet its GDPR obligations it may have to pay compensation under Article 82 of the GDPR. 19.5.5. The Reseller has the right to bring an action for annulment of decisions of the supervisory authority (ICO in the UK) before a Court of Justice. Proceedings against the supervisory authority should be brought before the courts of the Member State where the supervisory authority is established (Recital 143 of the GDPR). 19.5.6. The Reseller is responsible for performing its own Data Impact Assessments (CPIA) 19.5.7. The Reseller will ensure that all its employees, sub-contractors and their personnel comply with all relevant data protection laws. 19.5.8. The Reseller will co-operate with supervisory authorities (such as the ICO) in accordance with Article 31 19.5.9. The Reseller will keep records of its processing activities in accordance with Article 30. 19.6. Obligations and rights of Venom IT 19.6.1. Venom IT will only act on the written instructions of the Reseller unless required by law to act without such instructions (Article 29) 19.6.2. Venom IT will ensure that people processing the data are subject to a duty of confidence; 19.6.3. Venom IT will implement appropriate organisational and technical measures to protect the data held on behalf of the Reseller against accidental or malicious destruction, loss, alteration, access or disclosure. 19.6.4. Venom IT will assist the data Reseller in meeting its GDPR obligations in relation to the security of processing and the notification of personal data breaches 19.6.5. Venom IT will delete or return all personal data to the Reseller as requested upon termination of this Agreement 19.6.6. Venom IT will submit to independent audits and inspections, provide the Reseller with sufficient information it needs to ensure that Venom IT is meeting its Article 28 obligations, and immediately inform the Reseller if Venom IT is asked to do something infringing the GDPR or other data protection law of the UK, the EU or a member state. 19.6.7. Venom IT will, upon request from the Reseller, make available copies of all relevant certifications as evidence of compliance with data protection laws. 19.6.8. Venom IT will ensure that all its employees, sub-contractors and their personnel comply with all relevant data protection laws. 19.6.9. Venom IT will co-operate with supervisory authorities (such as the ICO) in accordance with Article 31 19.6.10. Venom IT will keep records of its processing activities in accordance with Article 30.2 19.6.11. For security reasons and in line with ICO exemptions for Cloud providers, access to data centres will only be given to the Reseller by invitation from Venom IT. 19.6.12. Venom IT will promptly notify the Reseller in the event of a Data Breach in accordance with Article 33. 19.6.13. Venom IT will notify the ICO within 72 hours in the event of a Data Breach. 19.6.14. Venom IT employs a Data Protection Officer in accordance with Article 37 19.6.15. Venom IT will appoint (in writing) a representative within the European Union if so required in accordance with Article 27. 19.6.16. Venom IT may be subject to investigative and corrective powers of supervisory authorities (such as the ICO) under Article 58 of the GDPR 19.6.17. If it fails to meet its obligations, Venom IT may be subject to an administrative fine under Article 83 of the GDPR 19.6.18. If it fails to meet its GDPR obligations Venom IT may be subject to a penalty under Article 84 of the GDPR 19.6.19. If it fails to meet its GDPR obligations Venom IT may have to pay compensation under Article 82 of the GDPR. 19.6.20. Venom IT has the right to bring an action for annulment of decisions of the supervisory authority (ICO in the UK) before a Court of Justice. Proceedings against the supervisory authority should be brought before the courts of the Member State where the supervisory authority is established (Recital 143 of the GDPR).
Records and Reports 20.1. Maintain Records and Reports For three years after the expiration or termination of this agreement, the Reseller shall maintain records of its marketing, sales, and support and maintenance services. 20.2. Reports to Venom IT On Venom IT’s reasonable request, the Reseller shall provide Venom IT with reports describing its sales of Product and/or Services in the Territory, including the number of Product and/or Services sold, the dates and serial numbers (where applicable) of the Product and/or Services sold, and remaining inventory on hand. 20.3. Employee Training The Reseller shall ensure that any of its employees who are responsible for the marketing, sales, and technical support services for the Products have proper skill, training, and background to enable them to provide these services in a competent and professional manner, including ensuring relevant employees complete any training programs Venom IT requires. 20.4. Cooperation The Reseller shall work closely with Venom IT and use reasonable efforts to meet the mutually agreed-upon sales goals. 20.5. Sales Forecast The Reseller shall provide Venom IT with a quarterly sales forecast, in a mutually agreed-on format. 20.6. Markings and Notices The Reseller will not remove or alter any trademarks, Product identification, notices of any proprietary or copyright restrictions, or other markings or notices that appear on the Products or their packaging.
License Grants 21.1. Software License Grant Venom IT hereby grants the Reseller a non-transferable, non-exclusive, non-sub licensable, and royalty-free license to use and distribute any software incorporated in Products solely for use by customers in and in connection with their use of Products. 21.2. Documentation License Grant Venom IT hereby grants to the Reseller a non-transferable, non-exclusive, non-sub licensable, and royalty-free license to a) reproduce or transmit documentation Venom IT provides the Reseller for marketing, selling, and distributing the Products (provided such documentation is not modified and proprietary notices are not removed), b) reproduce and transmit any user manuals and other documentation Venom IT creates for customers in connection with the Products. 21.3. Supplier Trademark License Grant Venom IT hereby grants to the Reseller a non-transferable, non-exclusive, non-sub licensable, and royalty-free license to use Venom IT’s name, trademarks, logos, and other identifying information on marketing literature, advertising, promotions, customer information, and programs the Reseller creates in connection with the Products, subject to Venom IT’s written approval in each instance.
Trademark Use The Reseller shall comply with all of Venom IT’s policies regarding the use and display of Venom IT’s name, trademarks, logos, and other identifying information that Venom IT provides to the Reseller in writing.
Compliance with Laws Each party shall comply with all applicable Laws, and notify the other party if it becomes aware of any non-compliance in connection with this section.
Confidentiality Obligations The parties shall continue to be bound by the terms of the Non-Disclosure Agreement (NDA) between the parties, signed and dated separately.
Publicity 25.1. Consent Neither party will use the other party’s name, logo, or trademarks, when issue any press release or public announcement, without the other party’s written consent, unless specifically required by Law. 25.2. Cooperation The parties shall cooperate to draft all appropriate press releases and other public announcements relating to the subject matter of this agreement and the relationship between the parties. 25.3. No Unreasonable Delay The parties will not unreasonably withhold or delay their consent to press releases or public announcements.
Inspection and Audit of Books and Records 26.1. Retain Books and Records During the Term and for a period of two years after the termination of this agreement, the Reseller shall keep its Books and Records (including personnel files) that relate to this agreement, and maintain them in a manner reasonably consistent with prior practices. 26.2. Inspection and Audit During the Term and for a period of two years after the termination of the Reseller Agreement (signed separately), on reasonable notice from Venom IT, the Reseller shall provide Venom IT and Venom IT’s agents and representatives reasonable access to the Reseller’s Books and Records that relate to this agreement (and allow Venom IT to make photocopies, at Venom IT’s expense), during normal business hours. 26.3. Corrections If Venom IT’s audit reveals errors or discrepancies in the Reseller’s Books and Records, the Reseller shall promptly correct the error or discrepancy, including refunding any over-payments or making up any under-payments.
Indemnification 27.1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents employees and permitted successors and assigns against any and all losses, claims, liabilities, damages, punitive damages, penalties, expenses, reasonable legal fees and costs of any kind or amount, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents employees and permitted successors. This indemnification will survive the termination of this Agreement. 27.2. If Venom IT’s performance of its obligations under this Agreement is prevented or delayed by an act or omission of the Reseller, its agents, sub-contractors, consultants or employees, Venom IT will not be liable for any costs, charges or losses incurred by the Reseller as a result 27.3. Nothing in this Agreement limits or excludes either party’s liability for: 27.3.1. Death or personal injury caused by negligence 27.3.2. Fraud or misrepresentation 27.3.3. Any other liability which cannot be limited or excluded by law 27.4. Subject to the above clause neither party shall have any liability to the other party, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, with regards to: 27.4.1. Loss of profits 27.4.2. Loss of sales or business 27.4.3. Loss of agreements or contracts 27.4.4. Loss of anticipated savings 27.4.5. Loss of or damage to goodwill 27.4.6. Loss of use or corruption of software, data or information 27.4.7. Any indirect or consequential loss 27.5. Subject to the four preceding clauses, the total liability of either Party in respect of one event or series of connected events shall not exceed £5,000,000. 27.6. During this Agreement, both Parties will maintain in force sufficient insurance with a reputable insurance company. 27.7. Exclusions Neither party will be required to indemnify the other against losses to the extent the other party acted unlawfully, negligently, or intentionally to cause those losses.
Notice and Failure to Notify 28.1. Acceptable Forms of Notice 28.2. All legal notices, requests, demands or other communications related to this Agreement will be given in writing and delivered to the addresses on the first page of this Agreement. 28.3. Email and/or recordings of calls made to Venom IT’s support desk will be accepted as written notice for non-legal matters such as adding/removing users, changes to service or information updates. 28.4. Notice Requirement Before bringing a claim for indemnification, the indemnified party shall a) notify the indemnifying party of the indemnifiable proceeding, and b) deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding. 28.5. Failure to Notify If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party’s failure. 28.6. Defence The indemnifying party may elect to defend the indemnified party in the proceeding by giving prompt written notice after receiving notice of the proceeding. 28.7. Authority to Contest, Pay, or Settle The indemnifying party may contest, pay, or settle the proceeding without obtaining the indemnified party’s consent, only if the indemnifying party’s decision a) does not require the indemnified party to make any admission that it acted unlawfully, b) does not effect any other legal proceeding against the indemnified party, c) provides that the indemnifying party will pay the claimant’s monetary damages in full, and d) requires claimant release the indemnified party from all liability related to the proceeding.
Circumstances Beyond Control 29.1. Neither Party will be held liable for any failure or delay in performing their obligations where such failure or delay results from any force majeure such as a war, crime, pandemic or natural disaster. 29.2. The Party(s) affected by such a force majeure will use all reasonable endeavours to mitigate the effects and resume performance of their obligations. 29.3. The corresponding obligations of the other Party will be suspended to the same extent as those of the Party affected by the force majeure event.
Anti-bribery 30.1. Both Parties, their agents, sub-contractors, consultants or employees will: 30.1.1. Comply with all applicable Laws, regulations, statutes and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act of 2010. 30.1.2. Comply with any industry-related code of practice.
Non-solicitation 31.1. The Reseller will not, without prior written consent from Venom IT, at any time from the start of the Reseller Agreement up until twelve months after its termination, solicit or entice away from Venom IT or attempt to employ any person who is or has been an employee of Venom IT whilst this Agreement is in force.
Assignment 32.1. Venom IT will not voluntarily assign or otherwise transfer its obligations under this Agreement without the prior consent of the Client Definitions “Books and Records” means all books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, lists of parties to and prospects for franchise agreements, supplier lists, production data, quality control records and procedures, customer complaints, inquiry files, research, development files, records, data (including all correspondence with any Governmental Authority), sales material and records (including pricing history and sales and pricing policies and practices), strategic plans, marketing and promotional surveys, and material, research, and files relating to Intellectual Property. “Business Day” means a day other than a Saturday, a Sunday, or any other day on which the principal banks located in New York, New York are not open for business. “Disclosure Schedule” means the schedules delivered, before the execution of this agreement, by each party to the other party which list, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision of this agreement or as an exception to one or more of the representations or warranties made by the party, or to one or more of the covenants of the party. “Effective Date” is defined in the introduction to this agreement. “Intellectual Property” means any and all of the following in any jurisdiction throughout the world (a) trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolised by the foregoing, (b) copyrights, including all applications and registrations related to the foregoing, (c) trade secrets and confidential know-how, (d) patents and patent applications, (e) websites and internet domain name registrations, and (f) other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys’ fees for past, present, and future infringement, and any other rights relating to any of the foregoing). “Leapfrogging” is the act of a client or re-Reseller that is contracted to the Reseller for services provided by Venom IT, attempting to bypass the Reseller and deal directly with Venom IT in order to get a better price. “Legal Proceeding” means any claim, investigation, hearing, legal action, or other legal, administrative, arbitral, or similar proceeding, whether civil or criminal (including any appeal or review of any of the foregoing). “Man-in-the-Middle attacks” are fraudulent cyber attacks during which a hacker intercepts sensitive documents and changes the document to the hacker’s benefit, for example changing the banking details on an invoice from the company’s details to the hacker’s own banking details “Permits” means all material licenses, franchises, permits, certificates, approvals, and authorisations, from Governmental Authorities necessary for the ownership and operation of the party’s business. “Products” means tangible goods and/or services of a one-off nature. “Services” means the provision of ongoing services billed on a per-calendar-month basis. “Tangible Products” means products or goods of a physical nature. “Taxes” includes all taxes, assessments, charges, duties, fees, levies, and other charges of a Governmental Authority, including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value-added and all other taxes of any kind for which a party may have any liability imposed by any Governmental Authority, whether disputed or not, any related charges, interest or penalties imposed by any Governmental Authority, and any liability for any other person as a transferee or successor by Law, contract or otherwise.
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