iVoxx.co.uk Partner Programme Agreement
1. PARTIES
(1) IVOXX.CO.UK (a trading division of Add-ICT Solutions Limited (registered in England under number 08492704)) whose Registered address is at NETWORK HOUSE, 9 HAWTHORN CLOSE, DUNSTABLE, BEDFORDSHIRE, UNITED KINGDOM, LU6 3BL which expression shall include its successors and assigns
(2) [Partner Name] of [Partner address]
(“iVoxx-Partner”)
2. DEFINITIONS
2.1. In this Agreement the following words and expressions have the following meanings unless the context otherwise requires:-
“Commission Structure & Minimum Sales Appendix” means the appendix headed “Commission Structure and Minimum Sales” which will be provided to each iVoxx-Partner upon successful appointment to the iVoxx Partnber Programme, such appendix being subject to variation from time to time the current version being identified as such and signed and dated on behalf of both parties.
“Contracting Third Parties” means any person firm company or other body in the Territory who enters into contracts for the supply of the Products with IVOXX.CO.UK.
“the Products” means those of the products owned by IVOXX.CO.UK details of which are set out in the appendix headed “the Products” and which will be made available upon request by a qualifying iVoxx-Partner, such appendix being subject to variation from time to time the current version being identified as such and signed and dated on behalf of both Parties
“Term” means the term of this Agreement as defined in clause 4
“Territory” means the United Kingdom and such other countries as may be added pursuant to clause 15
“Warranties” means the representations and warranties given by IVOXX.CO.UK contained or referred to clause 20
2.2. Words denoting the singular include the plural and vice versa; words denoting any gender include all genders and words denoting persons include corporations and other bodies and vice versa
2.3. Unless otherwise stated a reference to a clause or a party or a schedule is a reference to respectively a clause in or a party or a schedule to this Agreement 2.4. Clause headings are for ease of reference only and do not affect the construction of this Agreement
3. RECITALS
3.1. IVOXX.CO.UK is engaged in the production and supply of the Products.
3.2. [The Partner] is an organisation with specialist Hardware supply and support expertise and contacts in the Territory via and to whom they are willing and able to market and sell the Products for and on behalf of IVOXX.CO.UK on the terms of this Agreement
4. TERM
Unless earlier terminated in accordance with the provisions of this Agreement it shall subsist for an initial term of 2 years from the date of this Agreement. The Agreement shall continue thereafter for further periods of 1 year subject to either party’s right to terminate the Agreement on the expiry of any such one year period by giving to the other written notice not less than three calendar months prior to the end of any such one year period. Termination of the Agreement by either party for whatever reason shall not affect the accrued rights of the parties arising in any way out of this Agreement as at the date of termination and in particular but without limitation the right to recover damages from the other and IVOXX.CO.UK’s obligation to supply the Products to customers introduced by [The Partner] in respect of sales of the Products within the Territory made during the term of the Agreement
5. APPOINTMENT
IVOXX.CO.UK hereby appoints [The Partner] as its non-exclusive reseller with the right to negotiate sales of the Products in the Territory throughout the Term in accordance with this Agreement. In consideration for such appointment and agreement [The Partner] agrees to be bound by the obligations contained or referred to in this Agreement
6. IVOXX.CO.UK’S OBLIGATIONS
IVOXX.CO.UK will at its expense:-
6.1. subject always to availability endeavour to meet Contracting Third Parties’ reasonable demands for the Products within the Territory in an efficient and business-like manner and provide to Contracting Third Parties reasonable levels of support for the Products
6.2. provide [The Partner] with such quantities of technical literature in the local language of the Territory relating to the Products as [The Partner] may consider necessary acting reasonably
6.3. Provide [The Partner] on request with reasonable levels of data in relation to the supply of Products to Contracting Third Parties to enable verification of amounts due
7. [The Partner]’s OBLIGATIONS
[The Partner] will at its own expense:-
7.1. use its best endeavours to secure orders for the Products during the Term of the Agreement from potential Contracting Third Parties within the Territory 7.2. without prejudice to the generality of clause 7.1, to meet the minimum sales targets set out in the Commission Structure & Minimum Sales Appendix 7.3 maintain, operate and continue to develop an operation for the sale of the Products within the Territory
7.4. in all matters act loyally and faithfully towards IVOXX.CO.UK
7.5. comply in the performance of its obligations in this Agreement with all applicable laws bye-laws and requirements of any governmental or regulatory authority
8. CONDITIONS OF APPOINTMENT
[The Partner] shall negotiate and contract with potential Contracting Third Parties as agent for IVOXX.CO.UK with authority to bind IVOXX.CO.UK to supply the Products provided such contracts are entered only on IVOXX.CO.UK’s stipulated terms and conditions from time to time The parties agree that all and any data relating to Contracting Third Parties (including without limitation any electronic or paper list or database of Contracting Third Parties) where created by IVOXX.CO.UK will belong exclusively to IVOXX.CO.UK and upon termination of this Agreement [The Partner] will deliver to IVOXX.CO.UK or destroy any such list, database or other details of Contracting Third Parties in its possession IVOXX.CO.UK shall sell the Products to Contracting Third Parties introduced by [The Partner] at prices to be agreed from time to time, but in the event of no agreement then at prices determined by IVOXX.CO.UK from time to time
9. WARRANTIES
9.1. IVOXX.CO.UK represents and warrants to [The Partner] that the Warranties are true and accurate in all material respects
9.2. Each of the Warranties is without prejudice to any other warranty or undertaking
9.3. No failure to exercise and no delay in exercising on the part of [The Partner] any right or remedy in respect of any Warranty will operate as a waiver of such right remedy or Warranty nor will any single or partial exercise of any right or remedy preclude any other or further exercise of such right or remedy or the exercise of any other right or remedy
10. TERMINATION
10.1. This Agreement shall be determinable by either party in the event of one of the following:-
10.1.1 the other party committing any material or persistent breach of any of the terms of this Agreement which in case of material breach only is either not capable of remedy or is not remedied within 30 days of the injured party serving written notice specifying the breach and requiring its remedy (and for the purposes hereof a persistent breach shall be a breach which is committed more than three times in any three month period in respect of which written notice is given each such time by the party not in default provided that no breach which is capable of remedy in respect of which notice is given and which is remedied within 28 days of such written notice shall be taken into account in determining whether a persistent breach has occurred) by written notice to the other if a bona fide petition is presented (and is not set aside, discontinued, stayed, paid out or discharged within 30 days) or an order is made or a resolution is passed for a winding up or dissolution of the other party, a receiver or administrative receiver is appointed over substantially the whole of the property or assets of the other party, if the other party makes any voluntary arrangement with its creditors or becomes subject to an administration order, if the other party is wound up or goes into liquidation, or made bankrupt or if anything analogous to the foregoing occurs in any relevant jurisdiction
10.2. Termination by either party for whatever reason shall not affect the accrued rights of the parties arising in any way out of this Agreement as at the date of termination and in particular but without limitation the right to recover damages from the other
10.3 In the event of the Commercial Agents (Council Directive) Regulation 1993 (“the Regulations”) applying to this Agreement then pursuant to Regulation 17 [The Partner] shall on termination be entitled to indemnity and not compensation under the Regulations and the grounds for exclusion of payment under Regulation 18 shall apply to this Agreement
11. RESTRICTIONS
11.1. [The Partner] covenants with and undertakes to IVOXX.CO.UK that during the Term it will not pledge the credit of IVOXX.CO.UK in any way
11.2. The parties agree that the restriction contained in sub-clauses 11.1. is reasonable and necessary for the mutual protection of the parties and reflect the time and resources each of the parties will invest in proposed sales of the Products and further agree that such restrictions are not severe in all the circumstances
12. NO PARTNERSHIP
Nothing in this Agreement constitutes or is deemed to constitute a partnership between the parties, and the use of the phrase “[The Partner]” to describe the second party is agreed to be convenience only, and not intended to suggest a partnership exists between the parties to this Agreement
13. ASSIGNABILITY
13.1 Subject to the serving of notice of assignment on [The Partner] the rights and obligations of IVOXX.CO.UK under this Agreement shall be assignable by IVOXX.CO.UK
13.2 [The Partner] shall not be permitted to assign its rights or obligations under this Agreement
14. PROTECTION OF INTELLECTUAL PROPERTY RIGHTS
14.1. Each of [The Partner] and IVOXX.CO.UK shall not use or permit to be used by any person under its control any of the patents, trademarks or trade or brand names, registered designs, copyright or any other industrial or intellectual property rights owned or controlled by the other save in accordance with the terms of this Agreement
14.2. Each of [The Partner] and IVOXX.CO.UK shall not register any patents, trademarks, trade or brand names registered designs, copyright or other industrial or intellectual property rights covering products or processes owned devised or manufactured by or on behalf of the other without the prior written consent of the other
14.3. Upon termination of this Agreement for any reason [The Partner] shall immediately cease to describe itself as a reseller of IVOXX.CO.UK and each of IVOXX.CO.UKPartner and IVOXX.CO.UK shall cease to use all such intellectual property rights for which consent was granted and shall return to the other or otherwise dispose of at the other’s direction free of a charge all printed matter displaying any trademarks, trade or brand names owned or controlled by the other in its possession
15. EXTENSION OF TERRITORY
15.1 If [The Partner] identifies a bona fide potential Contracting Third party in any country where the Products are not at that time sold on the open market if IVOXX.CO.UK wishes to pursue such opportunity it shall agree to the inclusion in the definition of the Territory of such country
16. ENTIRE AGREEMENT
16.1. This Agreement replaces supersedes and cancels all previous arrangements, understandings representations or agreements between the parties to it either oral or written express or implied with respect to the subject matter of this Agreement and expresses and constitutes the entire agreement between the parties. No variation of any of the terms or conditions of this Agreement may be made unless such variation is agreed in writing and signed by the parties to this Agreement
17. FORBEARANCE
17.1. The failure of any party at any time or times to require performance of any provision of this Agreement will in no manner affect its rights to enforce such provision at a later time. No waiver by any party of any condition nor the breach of any term covenant, representation or warranty contained in this Agreement whether by conduct or otherwise in any one or more instances will be deemed to be or construed as a further or continuing waiver of any such condition or deemed to be or construed as a breach of any other term covenant representation or warranty in this Agreement
18. COMMUNICATIONS
18.1. Any notices required to be given under the provisions of this Agreement must be in writing and shall be deemed to have been duly served if hand delivered or sent by first class registered or recorded delivery post within the United Kingdom correctly addressed to the relevant party’s address as specified in this Agreement or at such other address within the United Kingdom as either party may designate from time to time in accordance with this clause
18.2. Any notice pursuant to clause 18.1. is deemed to have been served:-
18.2.1. if hand delivered, at the time of delivery
18.2.2 if sent by post, within 48 hours of posting exclusive of the hours of Sunday
19. PROPER LAW
The construction validity and performance of this Agreement are governed by the Laws of England and shall be subject to the jurisdiction of the Courts of England
20. WARRENTIES
20.1. IVOXX.CO.UK has full power to enter into this Agreement and to supply the Products for sale in the Territory
20.2. So far as it is aware it has all necessary licences and consents for the proper carrying on of its business of providing the Products and so far as it is aware there are no matters or factors which are likely to prejudice the continuance or renewal of any of those licences or consents
20.3. No receiver administrator or liquidator has been appointed nor any notice given petition presented or order made for the appointment of any such person over the whole or any part of the undertaking of IVOXX.CO.UK, nor do any factors or circumstances exist which may give rise to the same
(1) IVOXX.CO.UK (a trading division of Add-ICT Solutions Limited (registered in England under number 08492704)) whose Registered address is at NETWORK HOUSE, 9 HAWTHORN CLOSE, DUNSTABLE, BEDFORDSHIRE, UNITED KINGDOM, LU6 3BL which expression shall include its successors and assigns
(2) [Partner Name] of [Partner address]
(“iVoxx-Partner”)
2. DEFINITIONS
2.1. In this Agreement the following words and expressions have the following meanings unless the context otherwise requires:-
“Commission Structure & Minimum Sales Appendix” means the appendix headed “Commission Structure and Minimum Sales” which will be provided to each iVoxx-Partner upon successful appointment to the iVoxx Partnber Programme, such appendix being subject to variation from time to time the current version being identified as such and signed and dated on behalf of both parties.
“Contracting Third Parties” means any person firm company or other body in the Territory who enters into contracts for the supply of the Products with IVOXX.CO.UK.
“the Products” means those of the products owned by IVOXX.CO.UK details of which are set out in the appendix headed “the Products” and which will be made available upon request by a qualifying iVoxx-Partner, such appendix being subject to variation from time to time the current version being identified as such and signed and dated on behalf of both Parties
“Term” means the term of this Agreement as defined in clause 4
“Territory” means the United Kingdom and such other countries as may be added pursuant to clause 15
“Warranties” means the representations and warranties given by IVOXX.CO.UK contained or referred to clause 20
2.2. Words denoting the singular include the plural and vice versa; words denoting any gender include all genders and words denoting persons include corporations and other bodies and vice versa
2.3. Unless otherwise stated a reference to a clause or a party or a schedule is a reference to respectively a clause in or a party or a schedule to this Agreement 2.4. Clause headings are for ease of reference only and do not affect the construction of this Agreement
3. RECITALS
3.1. IVOXX.CO.UK is engaged in the production and supply of the Products.
3.2. [The Partner] is an organisation with specialist Hardware supply and support expertise and contacts in the Territory via and to whom they are willing and able to market and sell the Products for and on behalf of IVOXX.CO.UK on the terms of this Agreement
4. TERM
Unless earlier terminated in accordance with the provisions of this Agreement it shall subsist for an initial term of 2 years from the date of this Agreement. The Agreement shall continue thereafter for further periods of 1 year subject to either party’s right to terminate the Agreement on the expiry of any such one year period by giving to the other written notice not less than three calendar months prior to the end of any such one year period. Termination of the Agreement by either party for whatever reason shall not affect the accrued rights of the parties arising in any way out of this Agreement as at the date of termination and in particular but without limitation the right to recover damages from the other and IVOXX.CO.UK’s obligation to supply the Products to customers introduced by [The Partner] in respect of sales of the Products within the Territory made during the term of the Agreement
5. APPOINTMENT
IVOXX.CO.UK hereby appoints [The Partner] as its non-exclusive reseller with the right to negotiate sales of the Products in the Territory throughout the Term in accordance with this Agreement. In consideration for such appointment and agreement [The Partner] agrees to be bound by the obligations contained or referred to in this Agreement
6. IVOXX.CO.UK’S OBLIGATIONS
IVOXX.CO.UK will at its expense:-
6.1. subject always to availability endeavour to meet Contracting Third Parties’ reasonable demands for the Products within the Territory in an efficient and business-like manner and provide to Contracting Third Parties reasonable levels of support for the Products
6.2. provide [The Partner] with such quantities of technical literature in the local language of the Territory relating to the Products as [The Partner] may consider necessary acting reasonably
6.3. Provide [The Partner] on request with reasonable levels of data in relation to the supply of Products to Contracting Third Parties to enable verification of amounts due
7. [The Partner]’s OBLIGATIONS
[The Partner] will at its own expense:-
7.1. use its best endeavours to secure orders for the Products during the Term of the Agreement from potential Contracting Third Parties within the Territory 7.2. without prejudice to the generality of clause 7.1, to meet the minimum sales targets set out in the Commission Structure & Minimum Sales Appendix 7.3 maintain, operate and continue to develop an operation for the sale of the Products within the Territory
7.4. in all matters act loyally and faithfully towards IVOXX.CO.UK
7.5. comply in the performance of its obligations in this Agreement with all applicable laws bye-laws and requirements of any governmental or regulatory authority
8. CONDITIONS OF APPOINTMENT
[The Partner] shall negotiate and contract with potential Contracting Third Parties as agent for IVOXX.CO.UK with authority to bind IVOXX.CO.UK to supply the Products provided such contracts are entered only on IVOXX.CO.UK’s stipulated terms and conditions from time to time The parties agree that all and any data relating to Contracting Third Parties (including without limitation any electronic or paper list or database of Contracting Third Parties) where created by IVOXX.CO.UK will belong exclusively to IVOXX.CO.UK and upon termination of this Agreement [The Partner] will deliver to IVOXX.CO.UK or destroy any such list, database or other details of Contracting Third Parties in its possession IVOXX.CO.UK shall sell the Products to Contracting Third Parties introduced by [The Partner] at prices to be agreed from time to time, but in the event of no agreement then at prices determined by IVOXX.CO.UK from time to time
9. WARRANTIES
9.1. IVOXX.CO.UK represents and warrants to [The Partner] that the Warranties are true and accurate in all material respects
9.2. Each of the Warranties is without prejudice to any other warranty or undertaking
9.3. No failure to exercise and no delay in exercising on the part of [The Partner] any right or remedy in respect of any Warranty will operate as a waiver of such right remedy or Warranty nor will any single or partial exercise of any right or remedy preclude any other or further exercise of such right or remedy or the exercise of any other right or remedy
10. TERMINATION
10.1. This Agreement shall be determinable by either party in the event of one of the following:-
10.1.1 the other party committing any material or persistent breach of any of the terms of this Agreement which in case of material breach only is either not capable of remedy or is not remedied within 30 days of the injured party serving written notice specifying the breach and requiring its remedy (and for the purposes hereof a persistent breach shall be a breach which is committed more than three times in any three month period in respect of which written notice is given each such time by the party not in default provided that no breach which is capable of remedy in respect of which notice is given and which is remedied within 28 days of such written notice shall be taken into account in determining whether a persistent breach has occurred) by written notice to the other if a bona fide petition is presented (and is not set aside, discontinued, stayed, paid out or discharged within 30 days) or an order is made or a resolution is passed for a winding up or dissolution of the other party, a receiver or administrative receiver is appointed over substantially the whole of the property or assets of the other party, if the other party makes any voluntary arrangement with its creditors or becomes subject to an administration order, if the other party is wound up or goes into liquidation, or made bankrupt or if anything analogous to the foregoing occurs in any relevant jurisdiction
10.2. Termination by either party for whatever reason shall not affect the accrued rights of the parties arising in any way out of this Agreement as at the date of termination and in particular but without limitation the right to recover damages from the other
10.3 In the event of the Commercial Agents (Council Directive) Regulation 1993 (“the Regulations”) applying to this Agreement then pursuant to Regulation 17 [The Partner] shall on termination be entitled to indemnity and not compensation under the Regulations and the grounds for exclusion of payment under Regulation 18 shall apply to this Agreement
11. RESTRICTIONS
11.1. [The Partner] covenants with and undertakes to IVOXX.CO.UK that during the Term it will not pledge the credit of IVOXX.CO.UK in any way
11.2. The parties agree that the restriction contained in sub-clauses 11.1. is reasonable and necessary for the mutual protection of the parties and reflect the time and resources each of the parties will invest in proposed sales of the Products and further agree that such restrictions are not severe in all the circumstances
12. NO PARTNERSHIP
Nothing in this Agreement constitutes or is deemed to constitute a partnership between the parties, and the use of the phrase “[The Partner]” to describe the second party is agreed to be convenience only, and not intended to suggest a partnership exists between the parties to this Agreement
13. ASSIGNABILITY
13.1 Subject to the serving of notice of assignment on [The Partner] the rights and obligations of IVOXX.CO.UK under this Agreement shall be assignable by IVOXX.CO.UK
13.2 [The Partner] shall not be permitted to assign its rights or obligations under this Agreement
14. PROTECTION OF INTELLECTUAL PROPERTY RIGHTS
14.1. Each of [The Partner] and IVOXX.CO.UK shall not use or permit to be used by any person under its control any of the patents, trademarks or trade or brand names, registered designs, copyright or any other industrial or intellectual property rights owned or controlled by the other save in accordance with the terms of this Agreement
14.2. Each of [The Partner] and IVOXX.CO.UK shall not register any patents, trademarks, trade or brand names registered designs, copyright or other industrial or intellectual property rights covering products or processes owned devised or manufactured by or on behalf of the other without the prior written consent of the other
14.3. Upon termination of this Agreement for any reason [The Partner] shall immediately cease to describe itself as a reseller of IVOXX.CO.UK and each of IVOXX.CO.UKPartner and IVOXX.CO.UK shall cease to use all such intellectual property rights for which consent was granted and shall return to the other or otherwise dispose of at the other’s direction free of a charge all printed matter displaying any trademarks, trade or brand names owned or controlled by the other in its possession
15. EXTENSION OF TERRITORY
15.1 If [The Partner] identifies a bona fide potential Contracting Third party in any country where the Products are not at that time sold on the open market if IVOXX.CO.UK wishes to pursue such opportunity it shall agree to the inclusion in the definition of the Territory of such country
16. ENTIRE AGREEMENT
16.1. This Agreement replaces supersedes and cancels all previous arrangements, understandings representations or agreements between the parties to it either oral or written express or implied with respect to the subject matter of this Agreement and expresses and constitutes the entire agreement between the parties. No variation of any of the terms or conditions of this Agreement may be made unless such variation is agreed in writing and signed by the parties to this Agreement
17. FORBEARANCE
17.1. The failure of any party at any time or times to require performance of any provision of this Agreement will in no manner affect its rights to enforce such provision at a later time. No waiver by any party of any condition nor the breach of any term covenant, representation or warranty contained in this Agreement whether by conduct or otherwise in any one or more instances will be deemed to be or construed as a further or continuing waiver of any such condition or deemed to be or construed as a breach of any other term covenant representation or warranty in this Agreement
18. COMMUNICATIONS
18.1. Any notices required to be given under the provisions of this Agreement must be in writing and shall be deemed to have been duly served if hand delivered or sent by first class registered or recorded delivery post within the United Kingdom correctly addressed to the relevant party’s address as specified in this Agreement or at such other address within the United Kingdom as either party may designate from time to time in accordance with this clause
18.2. Any notice pursuant to clause 18.1. is deemed to have been served:-
18.2.1. if hand delivered, at the time of delivery
18.2.2 if sent by post, within 48 hours of posting exclusive of the hours of Sunday
19. PROPER LAW
The construction validity and performance of this Agreement are governed by the Laws of England and shall be subject to the jurisdiction of the Courts of England
20. WARRENTIES
20.1. IVOXX.CO.UK has full power to enter into this Agreement and to supply the Products for sale in the Territory
20.2. So far as it is aware it has all necessary licences and consents for the proper carrying on of its business of providing the Products and so far as it is aware there are no matters or factors which are likely to prejudice the continuance or renewal of any of those licences or consents
20.3. No receiver administrator or liquidator has been appointed nor any notice given petition presented or order made for the appointment of any such person over the whole or any part of the undertaking of IVOXX.CO.UK, nor do any factors or circumstances exist which may give rise to the same