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English (UK)
Pricing
Published:
May 24, 2024
Last updated:
May 24, 2024

1. Introduction These Reseller Terms of Service ('Terms') govern Your agreement with [Your Company Name] ('We,' 'Us,' or 'Our') to resell Our WiFi services ('Services') to Your customers ('End Users'). By reselling Our Services, You agree to be bound by these Terms.

2. Definitions

In these Terms, the following definitions apply:

  1. "Agreement" refers to these Reseller Terms of Service.
  2. "Reseller," "You," or "Your" refers to the individual or entity entering into this Agreement to resell Our Services.

"We," "Us," or "Our" refers to [Your Company Name].

3. Reseller Appointment and Responsibilities

We grant You a non-exclusive, non-transferable right to market and resell Our Services to End Users.

4. Your Obligations

  1. 4.1. Marketing and Sales:
    • You agree to use Your best efforts to market and promote the Services.
    • You must not make any false or misleading representations about the Services.
    • You will conduct Your business in a manner that reflects favorably on Us and Our Services.
    • You are responsible for all Your marketing and promotional expenses.
  2. 4.2. Customer Support:
    • You are responsible for providing first-level support to Your End Users. This includes:
      • Answering questions about the Services.
      • Assisting with initial setup and configuration.
      • Troubleshooting common issues.
    • We will provide second-level support to You for issues that You cannot resolve.

5. Our Obligations

  1. We will provide You with the necessary information and materials to resell the Services, including:
  2. We will process all orders for the Services submitted by You in a timely manner.

6. Pricing and Payment

The pricing for the Services will be provided to You separately.

  1. 6.1. Invoicing: We will invoice You monthly for the Services resold to Your End Users.
  2. 6.2. Payment Terms: You agree to pay all invoices within thirty (30) days of the invoice date.
  3. 6.3. Taxes: You are responsible for all taxes associated with the resale of the Services.
  4. 6.4. Late Payments:
    • Late payments may be subject to interest charges.
    • We reserve the right to suspend Services for non-payment.
  5. 6.5. Price Changes: We reserve the right to change the pricing of the Services with thirty (30) days' written notice.

7. Term and Termination

This Agreement will commence on the date You agree to these terms and will continue until terminated.

  1. Either party may terminate this Agreement for any reason with thirty (30) days' written notice.
  2. We may terminate this Agreement immediately if You breach any material term of this Agreement.
  3. Upon termination, Your right to resell the Services will cease immediately.

8. Intellectual Property

  • We retain all right, title, and interest in and to the Services and all associated intellectual property.
  • You are granted a limited license to use Our trademarks and marketing materials solely for the purpose of reselling the Services.
  • You agree not to reverse engineer, decompile, or disassemble the Services.

9. Confidentiality

  • "Confidential Information" includes all non-public information disclosed by one party to the other.
  • Obligations:
    • Protect the other party's Confidential Information from unauthorized use or disclosure.
    • Use Confidential Information only for the purposes of this Agreement.
  • Exceptions: Confidential Information does not include information that is publicly known or independently developed.

10. Warranties and Disclaimers

  • We warrant that the Services will be provided in a professional and workmanlike manner.
  • THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY OTHER WARRANTIES.
  • WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO US IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

  1. 11.1. Indirect Damages: NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.
  2. 11.2. Force Majeure: Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control.
  3. 11.3. Basis of the Bargain: The parties acknowledge that the limitations of liability are an essential element of the agreement.
  4. 11.4. Exclusions: The limitations of liability do not apply to:
    • Breaches of confidentiality obligations.
    • Indemnification obligations.

12. Indemnification

  • By You: You agree to indemnify, defend, and hold Us harmless from any claims, damages, and expenses arising from Your resale of the Services or Your breach of this Agreement.
  • By Us: We agree to indemnify, defend, and hold You harmless from any claims that the Services infringe upon the intellectual property rights of a third party.
  • Procedure: The indemnified party must provide prompt notice of any claim and cooperate with the indemnifying party.

13. Governing Law and Jurisdiction

This Agreement will be governed by the laws of [Your Jurisdiction]. Any disputes arising from this Agreement will be resolved in the courts of [Your Jurisdiction].

14. General Provisions

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements. If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full force and effect.

15. Amendments

  • We may amend these Terms at any time by posting the amended terms on Our website.
  • Your continued resale of the Services after such posting constitutes Your acceptance of the amended terms.