VirtlX
Professional Services Partner Agreement
Entered
into between
Rison Software
Limited
Reg. No. 10549910
of
4-6 Swaby’s Yard,
Walkergate,
Beverley, East
Yorkshire,
HU17 9BZ
United Kingdom
Telephone No: +44784
886 6118
(“Rison”)
and
Company Name
Reg. No. Company Registration No
of
Company Address
Company Address
Company Address
Company Post Code
Email Address: Company Email
(“
Professional
Services Partner
”)
Table of Contents
1 DEFINITIONS 3
2
TRADEMARKS
AND OWNERSHIP
. 3
3 APPOINTMENT. 3
4
EFFECTIVE
DATE AND DURATION
. 3
5 PRICE. 4
6
ORDERING
PROCEDURES
4
7
DELIVERY
AND BILLING
. 4
8 SUPPORT. 5
9
THE RIGHTS
AND OBLIGATIONS OF PROFESSIONAL SERVICES PARTNER
. 5
10
RELATIONSHIP
BETWEEN PARTIES
5
11
PROFESSIONAL
SERVICES PARTNER SERVICES AND PRODUCTS
6
12 TERMINATION. 6
13
CONSEQUENCE
OF EXPIRY OR TERMINATION
. 6
14
ANTI-REVERSE
ENGINEERING
. 7
15
REPRESENTATIONS
AND WARRANTIES
7
16 INDEMNIFICATION. 8
17 NOTICES 10
18 ASSIGNMENT. 10
19
COMPLIANCE
WITH LAWS
10
20
CHOICE OF
LAW
. 10
21
LIMITATION
OF LIABILITY
. 10
22
FORCE
MAJEURE
. 11
23 WAIVER. 11
24 SEVERABILITY. 11
25 BREACH. 11
26
ENTIRE
AGREEMENT
. 12
27
VARIATION
AND CANCELLATION
. 12
28 INDULGENCES 12
29 COSTS 12
30 SIGNATURES 13
31
APPENDIX
“A”
. 14
In this agreement
unless the context otherwise requires, the following words and expressions
shall have the meanings assigned to them hereunder:
In this agreement
shall mean collectively all and any trademarks, logos and designs of which Rison
shall now or in the future be the registered proprietor of the Products.
Rison hereby appoints
Professional Services Partner as a Professional Services Partner to market, sell,
and promote the Products, and Professional Services Partner hereby accepts such
appointment. Rison will display said appoint on the Rison Software website;
www.risonsoftware.com.
Notwithstanding
anything to the contrary contained elsewhere in this agreement and without
derogating from the provisions thereof, Professional Services Partner shall
have the rights and shall discharge the obligations set out hereunder.
Professional Services
Partner shall:
Either party shall be
entitled to terminate this agreement without prejudice to any other rights
which it may have at law or in terms hereof in the event of:
Upon the expiry of
this agreement or in the event of termination hereof howsoever arising, Professional
Services Partner shall cease to sell software to any party whomsoever and, at
its cost, deliver to Rison all promotional literature and other items furnished
to the Professional Services Partner by Rison.
Professional
Services Partner will not reverse engineer, decompile, disassemble or otherwise
attempt to derive the
source code, techniques,
processes, algorithms, know-how or other information
from the binary code
portions of the Product’s Technology (collectively, "Reverse
Engineering") or permit or induce the foregoing. If however, directly
applicable law prohibits enforcement of the foregoing, Licensee may engage in
Reverse Engineering solely for purposes of obtaining such information as is
necessary to achieve interoperability of independently created software with
the Product’s Technology, or as otherwise and to the limited extent permitted
by directly applicable law, but only if: (a) Reverse Engineering is
strictly necessary to obtain such information; and (b) Professional Services
Partner has first requested such information from Rison and Rison failed to
make such information available (for a fee or otherwise) under reasonable terms
and conditions. Any information supplied to or obtained by Professional
Services Partner under this section is confidential information of Rison and
may only be used by Professional Services Partner for the purpose described in
this section, and will not be disclosed to any third party or used to create
any software which is substantially similar to the expression of the Product’s
Technology.
Notices
shall be given in writing by confirmed email, certified mail or registered mail
addressed to the parties as shown on the first page of this Agreement.
Neither
party may assign this Agreement, nor any rights or interests granted under this
Agreement without the prior written consent of the other party, which shall not
be unreasonably withheld.
Both
parties shall comply at their own expense with all applicable laws, ordinances,
regulations and codes in performance of this Agreement.
If
a dispute relates to this Agreement, said Agreement shall be governed by the
laws of England and Wales, and the parties have not been successful in
resolving such dispute through negotiation, the parties agree to attempt to
resolve the dispute through mediation by submitting the dispute to a sole
mediator selected by the parties. Each party shall bear its own expenses and an
equal share of the expenses of the mediator. All defences based on passage of
time shall be suspended pending the termination of the mediation. Nothing in
this clause shall be construed to preclude any party from seeking injunctive
relief in order to protect its rights pending mediation.
Notwithstanding anything herein to the
contrary, Rison shall not be liable for any indirect, incidental, special or
consequential damages, or damages resulting from lost data or lost profits, or
costs of procuring substitute technology however arising, even if it has been
advised of the possibility of such damages. Rison’s liability for damages
arising out of, relating to or in any way connected with the relationship of
the parties, this agreement, its negotiation or termination, or the provision
or non-provision of the technology (whether in contract, tort, or otherwise)
shall in no event exceed the amount paid by the Professional Services Partner
to Rison under this agreement during the twelve (12) month period immediately
preceding the date on which such damages become payable by Rison. The parties
agree to the allocation of liability set forth in this section entitled
“limitation of liability”. The company acknowledges that without its agreement
to the limitations contained herein, the fees charged for the technology would
be higher.
Neither party shall be held responsible for
any delay or failure in performance of any part of this Agreement to the extent
such delay or failure is caused by fire, flood, strike, civil, governmental or
military authority, act of God, or other similar causes beyond its control and
without the fault or negligence of the delayed or non-performing party or its
subcontractors.
The failure of either party at any time to
enforce any right or remedy available to it under this Agreement or otherwise
with respect to any breach or failure by the other party shall not be construed
to be a waiver of that right or remedy with respect to any other breach or
failure by the other party.
If any of the provisions of this Agreement
shall be invalid or unenforceable, the invalidity or unenforceability shall not
invalidate or render unenforceable the entire Agreement, but rather the entire
Agreement shall be construed as if not containing the particular invalid or unenforceable
provision or provisions, and the rights and obligations of the parties shall be
construed and enforced accordingly.
Should any party
breach any of its obligations in terms hereof and persist in such breach for a
period of 7 (seven) days after written notice will have been received from the
other party, then the aggrieved party shall be entitled without prejudice to
any rights which it may have in terms hereof or at law, to:
Any amount falling
due for payment by any party in terms of this agreement and remaining unpaid
after due date, shall bear interest thereon at the prime rate between the due
date for payment thereof and the date of payment thereof.
This agreement
constitutes the entire agreement between the parties with regard to the matters
dealt with herein and no representations, terms, conditions or warranties
express or implied not contained in this agreement shall be binding on the
parties.
No agreement varying,
adding to, deleting from or cancelling this agreement, shall be effective
unless reduced to writing and signed by or on behalf of the parties. It is
recorded that there exists no collateral and/or other agreements and that this
is the sole agreement entered into by and between the parties.
No indulgence granted
by a party shall constitute a waiver of any of that party's rights under this
agreement; accordingly, that party shall not be precluded as a consequence of
having granted such indulgence, from exercising any rights against the other
which may have arisen in the past or which may arise in the future.
Each party will bear
their own costs incidental to the negotiation, preparation and drawing up of
this agreement.
THUS, DONE AND SIGNED
AS FOLLOWS:
___________________________________________________
For:
Company Name
Director,
duly authorised
Date:
Agreed Date
Place: VirtlX Discover
SCHEDULE OF PRODUCTS
& PRICING MODEL
Schedule of
Products
VirtlX
Dolio
Pricing Model
·
Professional
Services Partner commission
:
Calculated at:
o
15% commission of the
ongoing deal value as per plan options found here:
https://virtlx.net/Marketplace/SubscriptionManagement.aspx
and Dolio Subscription Model (https://dolio.co.uk/#Pricing) or online e-commerce services calculator or,
o
In the event of an
Enterprise deal;
2.5% commission on Support &
Maintenance for the duration of the deal calculated on the Support &
Maintenance component of the deal, paid annually in advance, unless otherwise
negotiated.
o
Commission on any third
party services or course material will be defined separately to the available
commissions available for VirtlX and Dolio.
NOTE:
-
All billing is monthly
in advance.
-
VAT, where
applicable, will be charged at the going rate.