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1. THE CONFIDENTIAL INFORMATION "Confidential Information" shall, for the purposes of this Agreement, include without limitation any financial, strategic, technical, commercial, geological and scientific information, know-how, trade secrets, Termii's itinerary, intellectual property rights any data in whatever form, communicated to The Reseller or acquired by The Reseller from the Company "Termii".
Termii as a company, holds the sole right to appoint a reseller and Reseller accepts appointment as an independent non- exclusive reseller to market and sell Bulk Email and SMS credit.
2.1 Products Covered
Termii products means the products allocated to resellers and agreed to be sold by both parties from time to time with exclusions, additions or Discounts Termii may make.
2.2 Sub Resellers
Reseller shall not without Termii's prior written approval appoint subscribers or agents to market, sell Termii's products; provided that Termii does not with hold such consent unreasonably if the reseller provides evidence of an approved training and certification of such agent by Termii.
3. OBLIGATION OF RESELLER
3.1 Marketing and Product Support
Reseller shall use reasonable effort to market and sell Termii's product and shall comply with the policies, programs and requirements regarding marketing and product support as may be communicated by Termii to reseller from time to time.
Reseller shall adhere to the reseller advertising policies and programs as may be communicated by Termii from time to time
3.3 Observe of Company Policies
Termii will keep Reseller informed of updated customer support policies and procedures and Reseller agrees to follow such policies and procedures to resolve any customer support issues.
The Reseller will emphasis on the below policies to its end users and Termii will not be held responsible for any fines that result to lack of complacency of the same;
- Spamming;- Resellers should not broadcast a message to a database of numbers and emails which are not actively subscribed to the service, in a bid to either subscribe such numbers to the service or promote the service.
- Unsolicited Messages; -Resellers should not send messages to subscribers from any database; either as individuals or a group if they have not actively subscribed to or they have not requested for the service
- Selling Databases;- Under no circumstances should you sell, distribute, transfer or in any manner whatsoever share customer information.
3.4 Exclusive Marketing Arrangement
During the term of this Agreement, Termii will be the exclusive provider of Bulk SMS and email service to the Reseller. Reseller will not sell, offer for sale or solicit for products of any provider other than Termii. For the term of this Agreement Termii will be the sole supplier to the Reseller.
4. OBLIGATION OF COMPANY
4.1 Supply of Company Products
Termii shall endeavor to provide uptime to the ender user at all times in a timely manner.
4.2 Marketing Assistance
Termii will provide support services and training programs to resellers on a case by case basis.
5. RESELLER COMMISSION
Prices for Termii products purchased shall be agreed to attract a discount of 20% on both sms and email service.
6. DISTRIBUTION RIGHTS Reseller shall sell the products and shall abide by all the terms and conditions imposed by the Termii. - Reseller shall promptly notify Termii of any unauthorized use or copy of the program. - The Reseller shall pass on to the end users of the platform a copy of code of ethics and a service level agreement.
7. TERM This agreement's term shall begin on the effective date and continue for Twelve (12) Months and shall automatically be renewed for an additional Twelve (12) months, provided that either party hereto may terminate this agreement at any time with a Three (3) months advance written notice.
7.1 Termination for cause This agreement may be terminated for cause upon written notice; a) By either party upon Three (3) months written notice, if the other commits a material breach of agreement and fails to cure it within Two (2) weeks. b) If Reseller breaches the code of ethics.
7.2 Effect of Termination
a) Upon termination or this agreement, the reseller will receive commission for a period of 6 months.
b) Upon termination, Reseller shall immediately have the domain deactivated and will stop marketing the product.
c) Termination will discharge and release Termii from all obligations and liability under this Agreement.
The sole fact of this agreement's termination shall not make either party liable to the other for any compensation, reimbursement, losses or damages whatsoever, though the reseller shall remain obligated to pay all outstanding balances to Termii and vice versa.
8. BUSINESS STANDARDS; PRODUCTS SERVICE PROVISION
8.1 Conflict of Interest Reseller confirms to disclose to Termii any future circumstances which could create possible conflicts of interest as soon as they become known by the Reseller.
8.2 Ethical Standards Reseller shall generally abide by all Termii policies and standards regarding conflicts of interest and ethics as may be adopted by Termii.
8.3 Authorized Service provider Program Reseller shall at all times during the period adhere to the standard terms, conditions rules and policies of Termii, and shall be solely responsible for all its acts and omissions in the course of being a Reseller.
9. REPRESENTATION AND WARRANTIES Each party represents and warrants that it has the authority necessary to enter into this Agreement, and to do all things necessary to procure the fulfilment of its obligations in terms of this Agreement.
10. AMENDMENTS No amendment, interpretation or waiver of any of the provisions of this Agreement shall be effective unless reduced to writing and signed by, or on behalf of the parties.
11. ENFORCEMENT A failure to enforce or to require the performance at any time of any of the provisions of this Agreement shall not be construed to be a waiver of such provision and shall not affect either the validity of this Agreement, or any part hereof, or the right of any party to enforce the provisions of this Agreement.
12. GOVERNING LAW This Agreement, and the relationships of the parties in connection with the subject matter of this Agreement, shall be governed and determined in accordance with the laws of Nigeria.
13. JURISDICTION The parties hereby submit themselves to the non-exclusive jurisdiction of the Nigerian courts.
14.1. Any dispute arising out of or in connection with this Agreement shall be referred to the Arbitration in federal republic of Nigeria of a single Arbitrator appointed by agreement between the parties or in default of agreement, an arbitrator appointed by the chairperson at that time of the Law Society of Nigeria.
14.2. This Agreement shall be governed by and construed in all respects in accordance with the Laws of the federal republic of Nigeria, and each party hereby submits to the non-exclusive jurisdiction of the Nigerian Courts.
15.1. Each party shall bear its own legal costs of and incidental to the negotiation preparation settling and signing of this Agreement.
15.2. Any costs, including attorney and own client costs, incurred by the other party arising out of the breach by the other party of any of the provisions of this Agreement shall be borne by the party in breach.
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