MSS Reseller Agreement





VirtlX Professional Services Partner Agreement


Entered into between


Rison Software Limited


Reg. No. 10549910


4-6 Swaby’s Yard, Walkergate,

Beverley, East Yorkshire,

HU17 9BZ

United Kingdom

Telephone No: +44784 886 6118





Company Name

Reg. No. Company Registration No


Company Address

Company Address

Company Address

Company Post Code

Email Address: Company Email

(“ Professional Services Partner ”)

Table of Contents



3       APPOINTMENT. 3


5       PRICE. 4



8       SUPPORT. 5




12         TERMINATION. 6





17         NOTICES 10

18         ASSIGNMENT. 10


20         CHOICE OF LAW . 10


22         FORCE MAJEURE . 11

23         WAIVER. 11

24         SEVERABILITY. 11

25         BREACH. 11

26         ENTIRE AGREEMENT . 12


28         INDULGENCES 12

29         COSTS 12

30         SIGNATURES 13

31         APPENDIX “A” . 14


1              DEFINITIONS

In this agreement unless the context otherwise requires, the following words and expressions shall have the meanings assigned to them hereunder:

1.1     “Agreement” means this Professional Services Partner Agreement

1.2     “Commencement Date” - shall mean the date of signing of this agreement;

1.3     “Products” - shall mean those products proprietarily held by Rison and set out in the schedule attached hereto as Appendix “A”, and such other products as Rison decides, in its absolute discretion to make available to Professional Services Partner from time to time by notice in writing. Products are licensed to clients as Software as a Service (SaaS).

1.4     "Professional Services Partner" - shall mean Company Name (Registration number Company Registration No), a company duly incorporated in the Company Country ;

1.5     “Rison” - Rison Software Limited (Companies House registration number 10549910), a company duly incorporated in the United Kingdom in terms of the Act and the proprietor of VirtlX and Dolio and associated products and/or services;

1.6     “Technology” – shall mean the source code, techniques, processes, algorithms, know-how or other information of the Products


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.

3              APPOINTMENT

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;


4.1     This Agreement shall become effective upon the date of execution (the “Effective Date”) by the parties and shall remain in place for an initial period of 12 (twelve) months and thereafter on a month-by-month basis.

4.2     Should either party elect to amend this agreement, the party that elects to exercise this option shall provide the other party 14 days, or more, notice of their intention to amend.


5              PRICE

5.1     The price of Products shall be as set out in the schedule attached hereto as Appendix “A”

5.2     Any variations to these prices will be advised to Professional Services Partner in writing by Rison from time to time.

5.3     Professional Services Partner shall make payment to Rison, or its Nominated Representative, for the price of Products, less Professional Services Partner discounts, monthly in advance or prior to delivery of enterprise licenses, whichever is applicable. Payment is to be secured by bank transfer, directly into the supplied bank account.

5.4     Rison, or its Nominated Representative, may, on request from Professional Services Partner, invoice a named client directly and settle any monies due to Professional Services Partner on receipt of payment from the client. Such arrangement must be agreed between both parties and confirmed in writing.


6.1     For orders to Rison for deals that Professional Services Partner has procured as a result of direct negotiations with clients of Products shall be in electronic format, specifying which of the Products are required, and be addressed to Rison.

6.2     For e-commerce deals procured by Professional Services Partner, Professional Services Partner is to instruct clients to insert unique Dealer Discount Code (Reference Code), as issued on signup with Rison, into defined field on the checkout page.


7.1     Rison will deliver Products into the Professional Services Partner’s client’s online company profile either by manually creating the client’s profile in the case of direct deals or automatically creating the profile in the case of e-commerce deals and said online profile will be created by Rison.

7.2     Professional Services Partner will be responsible for billing their clients for deals procured directly with clients utilising the Products and Rison will bill Professional Services Partner monthly in advance for licenses utilized.

7.3     For e-commerce deals where the revenues are collected by Rison via the online payment gateway Professional Services Partner will be furnished, by Rison, with a monthly report showing related e-commerce deals linked to the issued unique Dealer Discount Code (Reference Code). It is then the Professional Services Partner’s responsibility to invoice Rison for the commissions due. Said commissions will be paid to Professional Services Partner by Rison 30 days from date of receipt of Professional Services Partners invoice to Rison.

8              SUPPORT

8.1     All support queries are to be emailed to or any email address specifically suggested as a preferred email address.

8.2     All support will be carried out by Rison either by return email or telephonically after the initial email contact has been received.


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:

9.1     be entitled to market and sell the Products, in Company Country;

9.2     notify Rison promptly of any complaint or claim made or brought against Professional Services Partner with respect to software in order that Rison may take the necessary steps to help resolve the matter;

9.3     Should an incident arise, as envisaged in clause 10.2 , Professional Services Partner is to notify Rison in writing, which notice must be sent via email within 7 days of Professional Services Partner becoming aware of the relevant incident;

9.4     make no representations regarding Products other than those made by software descriptions;

9.5     not cede or assign or transfer the rights herein granted to any third party without the prior written consent of Rison;

9.6     cause to appear in any advertisement, publication, public presentation, packaging and external correspondence the appropriate designation being either ® or ™ as may be applicable after all Trademarks;


10.1  This agreement shall constitute or be deemed to constitute a Professional Services Partnership between the parties hereto.

10.2  Rison shall be entitled to describe itself as a partner with Professional Services Partner and vice versa.

10.3  It is agreed that Professional Services Partner may submit a list of accounts nominated as “house” accounts to Rison. This list will be discussed and verified with Rison as having previously been communicated with by Professional Services Partner and will be protected accounts for Professional Services Partner for a period of one year, or longer if agreed. If no progress is made with the account by Professional Services Partner after a period of one year, then other parties may be entitled to approach the account after discussion between Professional Services Partner and Rison. Should a party approach Rison with a verifiable opportunity within the account then Rison will discuss with the house account representative a business model agreeable to all parties.


11.1  In the event a Professional Services Partner has Services and Products to make available to VirtlX subscribers then Services and Products may be made available via the VirtlX Discover;

11.2  Access to, and registration on, the VirtlX Discover is free to all Professional Services Partners.

11.3  An addendum to this agreement will be required defining, by mutual agreement, a percentage of revenue to Rison Software as a referral fee for any, and all, business generated for Professional Services Partner via the VirtlX Discover.

12           TERMINATION

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:

12.1  either party being placed into liquidation whether provisional or final or under Business Rescue;

12.2  either party having a judgement of any competent court entered against it and failing to satisfy such judgement or failing to make the necessary arrangements to have same set aside within 14 (fourteen) days of the judgement coming to the notice of the other party;

12.3  either party having a warrant of execution levied against any of its assets, either movable or immovable and such party failing within 14 (fourteen) days of the issue of such warrant to satisfy same or to have same set aside;

12.4  either party attempting to compromise with its creditors or committing any act of insolvency which in the ordinary course would entitle any creditor to bring an application for its winding up;

12.5  either party breaching any of the provisions of this agreement which breach shall not be capable of monetary compensation or if capable, the amount of such compensation shall not have been paid within 21 (twenty-one) days of the amount thereof being determined.


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.


15.1   Rison and Professional Services Partner each represents and warrants to the other that:

15.1.1                 it is organized, validly existing and in good standing under the laws of the country or state in which it is incorporated;

15.1.2                 its execution and delivery of this Agreement, and the performance of its obligations under this Agreement, have been duly authorized by all necessary corporate action on its part, and it has full corporate power, right and authority to enter into this Agreement, to grant the license it has granted hereunder and to perform its obligations hereunder;

15.1.3                 neither the execution and delivery of this Agreement by it, nor the performance by it of any of its obligations under this Agreement, violates any applicable law or regulation of any country, state or other governmental unit, or its Articles or Certificates of Incorporation or Bylaws or other charter documents, or constitutes a violation of, or a breach or default under, any agreement or instrument, or judgment or order of any court or governmental authority, to which it is a party or to which it is subject or to which any of the Technology is subject;

15.1.4                 this Agreement is a valid and binding obligation of it, enforceable against it in accordance with its terms, except as such enforceability may be limited by equitable principles or by bankruptcy or other laws affecting creditors’ rights generally;

15.1.5                 no consent, approval, order or authorization of any person, entity, court or governmental authority is required on its part in connection with the execution and delivery of this Agreement or the performance by it of its obligations hereunder;

15.2  To the best of Rison’s knowledge, the Technology contains no malicious code or computer viruses. Rison shall immediately notify Professional Services Partner if any such problem is suspected.


16.1   The Professional Services Partner shall indemnify and save harmless Rison and its directors, officers and employees from and against any and all liabilities, damages, costs or expenses awarded against, or incurred or suffered by, Professional Services Partner arising out of any action or proceeding commenced or maintained by any third party in respect of any acts or omissions of the Professional Services Partner in marketing or reselling the Technology or any acts or omissions of End Users which result in Rison incurring damages. This section will not be construed to limit or exclude any other claims or remedies which Rison may assert under this Agreement or by law.

16.2   Rison will defend, indemnify and hold the Professional Services Partner harmless from and against any claims of third parties arising from: (i) Rison’s failure to comply with applicable laws or regulations or breach of this Agreement; or (ii) death, injury, or damage to real or tangible personal property arising from Rison’s negligence or wilful misconduct. Rison’s obligations of this paragraph do not extend to any claims to the extent they are the subject of the Professional Services Partner’s indemnification obligations set forth in this Agreement, or due to the Professional Services Partner’s negligence or wilful misconduct, and are conditioned on Rison’s receipt of prompt written notice of any such claim.

16.3   Remedies. In the event Rison reasonably believes that the use or distribution of the Technology is likely to be enjoined, Rison may, at its option, either: (i) substitute functionally equivalent non-infringing Technology, as the case may be; (ii) modify the infringing item so that it no longer infringes but remains functionally equivalent; (iii) obtain for Professional Services Partner, at Rison’s expense, the right to continue use of such item; or (iv) if none of the foregoing is feasible, Rison may take back such infringing item or items and terminate only that portion of the license associated with respect to such item or items, subject to a mutually satisfactory equitable reduction in the Royalty and fees payable under this Agreement. Should the use or distribution of the Technology be enjoined, Rison shall, at its option, either: (i) substitute functionally equivalent non-infringing Technology, as the case may be; (ii) modify the infringing item so that it no longer infringes but remains functionally equivalent; (iii) obtain for Professional Services Partner, at Rison’s expense, the right to continue use of such item; or (iv) if none of the foregoing is feasible, Rison may take back such infringing item or items and terminate only that portion of the license associated with respect to such item or items, subject to a mutually satisfactory equitable reduction in the Royalty and fees payable under this Agreement. SECTIONS 16.1 and 16.2 STATE PROFESSIONAL SERVICES PARTNER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO CLAIMS OF INFRINGEMENT OF PROPRIETARY RIGHTS OF ANY KIND, AND ALL WARRANTIES OF NON-INFRINGEMENT, EXPRESS OR IMPLIED, ARE SPECIFICALLY DISCLAIMED AND EXCLUDED.

16.4   Procedure for Indemnification.

16.4.1                 In the event that any legal proceedings are instituted, or any claim or demand is asserted, by any third party which may give rise to any damage, liability, loss, or cost or expense in respect of which either party has indemnified the other party under this Section 8 above, the indemnified party shall give the indemnifying party written notice of the institution of such proceeding, or the assertion of such claim or demand, promptly after the indemnified party first becomes aware thereof; provided, however, that any failure by the indemnified party to give such notice on such prompt basis shall not affect any of its rights to indemnification hereunder unless such failure materially and adversely affects the ability of the indemnifying party to defend such proceeding.

16.4.2                 The indemnifying party shall have the right, at its option and at its own expense, to be represented by counsel of its choice, subject to the approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, and to defend against, negotiate with respect to, settle or otherwise deal with such proceeding, claim or demand; provided, however, that no settlement of such proceeding, claim or demand shall be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, unless, pursuant to the terms and conditions of such settlement, the indemnified party shall be released from any liability or other exposure with respect to such proceeding, claim or demand; and provided, further, that the indemnified party may participate in any such proceeding with counsel of its choice and at its own expense. In the event, or to the extent, the indemnifying party elects not to, or fails to, defend such proceeding, claim or demand and the indemnified party defends against, settles or otherwise deals with any such proceeding, claim or demand, any settlement thereof may be made without the consent of the indemnifying party if it is given written notice of the material terms and conditions of such settlement at least ten (10) business days prior to a binding agreement with respect to such settlement being reached. Each of the parties agrees to cooperate fully with each other in connection with the defence, negotiation or settlement of any such proceeding, claim or demand.

17           NOTICES

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.

18           ASSIGNMENT

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.

20           CHOICE OF LAW

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.

22           FORCE MAJEURE

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.

23           WAIVER

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.

24           SEVERABILITY

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.

25           BREACH

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:

25.1  Require specific performance and damages; or

25.2  Cancel this agreement and claim damages.

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.

28           INDULGENCES

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.

29           COSTS

Each party will bear their own costs incidental to the negotiation, preparation and drawing up of this agreement.

30           SIGNATURES







For:    Company Name

Director, duly authorised

Date: Agreed Date

Place: VirtlX Discover




















31           APPENDIX “A”



Schedule of Products




Pricing Model


·          Professional Services Partner commission : Calculated at:

o    15% commission of the ongoing deal value as per plan options found here:  and Dolio Subscription Model ( 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.


  1. All billing is monthly in advance.
  2. VAT, where applicable, will be charged at the going rate.