This Reseller Agreement (this “Agreement”) is made and entered into on the date of acceptance of these terms by You (“Effective Date”) by and between EveryCloud Antispam Limited, a company incorporated in England and Wales under number 07071875 (“Vendor”) and You (“Reseller”).
a) The Vendor is the exclusive sole distributor of EveryCloud products and services within the Territory (hereinafter defined);
b) The Reseller wishes to purchase from the Vendor and the Vendor wishes to sell the Services (hereinafter defined) on a non-exclusive basis;
1. Appointment. Subject to the terms and conditions set forth herein, Vendor hereby appoints Reseller as its non-exclusive Reseller to sell Vendor’s services and/or products (the “Services”), and Reseller accepts such appointment. The parties agree that the term “Services” as used herein shall include cloud based EveryCloud suite of Services including, but not limited to antispam, web filtering, archiving, business continuity, encryption or such other Services as may be notified by the Vendor from time to time, as well as volume licenses thereof sold by Reseller hereunder. The Vendor is the exclusive Country Partner of EveryCloud and acts as the sole, exclusive distributor of the Services in England, Scotland, Wales, Northern Ireland, Isle of Man, Channel Islands and Republic of Ireland (“the Territory”) and warrants that it has authority to distribute the Services.
2. Term. This Agreement will remain in effect unless or until terminated by either party in accordance with clause 14 below.
3. End User License Agreement. Any customer introduced by the Reseller “Customer” whose use of a Services shall be governed by the Reseller’s own End User Licence Agreement (“EULA”).
4. Warranty. Reseller shall not make any warranties or representations regarding the Services over and above those set out in this Agreement,
5. Service Activation and Support. The Reseller will have access to the EveryCloud control panel to enable it to activate any Customers on an as and when required basis through inputting a Customer’s domain and IP Address details into the control panel. The Reseller shall provide first and second line support of the Services to its Customers. The Vendor shall provide support to the Reseller in accordance with the provisions of the relevant description of each individual Service (“Service Description”) as set out in Schedule B.
6. Confidentiality. (A) For the purposes of this Agreement, the term “Confidential Information” shall mean all business, technical or financial data, information, processes and trade secrets, and business activities, whether in written, oral, or other form, including but not limited to, methods of doing business, and names of customers or clients, of each party, which are treated or identified as confidential or proprietary by such party or the disclosure of which might reasonably be construed to be contrary to the interest of such party; provided, however, that Confidential Information shall not include the results of the laboratory tests and evaluations contemplated in Section 5 of this Agreement.
(B) Except as otherwise provided herein, each party agrees that all information communicated to it by the other, whether before or after the Effective Date, will be deemed to have been received in strict confidence, will be used only for purposes contemplated hereby, and each party will use the same means it uses to protect its own Confidential Information, but in any event not less than reasonable means, to prevent the disclosure and to protect the confidentiality thereof. No such information shall be disclosed by the recipient party, its agents, representatives or employees without the prior written consent of the other party. The foregoing shall not prevent either party from disclosing information that: (i) becomes publicly available other than as a result of a disclosure by the recipient party or by its employees, agents, or other persons to whom the recipient party has disclosed such information; (ii) was available to the recipient party on a non-confidential basis prior to its disclosure to the recipient party by the other party provided that such prior disclosure and its non-confidential status are evidenced in writing; or (iii) becomes available to the recipient party on a non-confidential basis from a source other than the other party hereto, provided that such source is not bound by a confidentiality agreement with the other party hereto.
(C) The provisions of this Section 6 shall survive the termination or expiration of this Agreement for any reason whatsoever.
7. Limited Warranties. Vendor represents and warrants to Reseller that the Services conform in all material respects to the warranties contained within the description Service Description to this Agreement and all applicable documentation. Vendor makes no representations or warranties concerning the Services except as expressly set forth herein.
8. Limitation of Liability. IN NO EVENT SHALL VENDOR BE LIABLE TO RESELLER FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, DATA AND PROGRAMS, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY. THE VENDOR'S LIABILITY FOR ANY DIRECT LOSSES SUFFERED BY THE RESELLER OR THE CUSTOMER SHALL BE LIMITED TO THE AMOUNT OF THE PAYMENT MADE IN RESPECT OF AN INDIVIDUAL CUSTOMER FOR THE 12 MONTH SERVICE OR £5,000, WHICHEVER IS THE LOWER.
9. Assistance. Vendor hereby agrees to make available to Partner, at no cost to Partner, such reasonable information and assistance as may be required from time to time for the sale of the Services, including but not limited to: (i) providing Reseller with logos for use in web and print marketing collateral, (ii) providing sales assistance to Reseller as needed from time to time and on a reasonable basis, (iii) making available electronic copies of sales and marketing materials, and (iv) providing technical training and support services to Partner.
10. Pricing (A) Schedule A attached hereto sets forth the Vendor's recommended retail price of the Products as may be updated from time to time upon notice by the Vendor to the Reseller.
(B) The price invoiced by Vendor for any Product purchased by Reseller hereunder shall be the price with the applicable Reseller discount, based upon the then current recommended retail price list in Schedule A, agreed between the parties and in effect on the date Vendor receives Partner's purchase order. In the event Vendor offers a discounted sale price directly to a customer, Vendor shall allow Reseller to offer such discounted sale price to the Customer. The Reseller shall be invoiced at their agreed discounted rate and no further discount shall be applied by the Vendor in such circumstances. The Vendor and Reseller may by mutual agreement agree to vary the amount of the Reseller's discount from time to time in accordance with the Reseller's performance.
(C) Reseller is solely responsible for setting the prices it charges to its customers. Suggested resale prices by Vendor are not intended to be binding on the Reseller.
11. Payment Terms. Vendor will invoice Reseller for each individual purchase order. All payments shall be in Pounds Sterling. Terms are net thirty (30) days from date of the invoice. In the event of non-payment of the fee for services provided under this Agreement after the expiry of the 30 day credit terms, the Vendor reserves the right to suspend the Customer's service until such time as the Reseller makes payment. EveryCloud reserves the right to charge interest in respect of any overdue amounts whether before or after any judgment at a rate of one and one-half percent (1 1/2%) per month, or the maximum percentage permitted by law. The Customer shall pay EveryCloud's costs of collection of such overdue amounts including, but not limited to, legal fees.
12. Purchase and Renewal Terms.
(a) When Reseller has sold a Product, Reseller shall furnish Vendor with a purchase order for such Product with sufficient information for Vendor to process the order. The Vendor shall notify Reseller 60 days prior to a Customer's renewal date. The Vendor shall issue an invoice 30 days after such notification so as to become due and payable on the Customer's annual renewal date based upon the then current price list and Reseller discount. If a Customer does not wish to continue with the service of the Products, the Reseller must notify the Vendor no less than 30 days prior to the Customer's renewal date.
(b) When Reseller makes full payment by credit, debit card or Paypal the customer trial will immediately be converted to full service for the period purchased and accessible using the same login details. Full payment is required for the period purchased.
(c) Refund requests submitted within 30 days of the purchase date and for less than $5,000.00 (USD) will receive a refund. Refunds are not eligible for requests of $5,000 (USD) or more, or for requests submitted after 30 days from the purchase date.
13. Termination. Either party may terminate this Agreement at any time upon written notice to the other party upon the occurrence of any of the following: (i) any voluntary petition in bankruptcy or any petition for similar relief is filed by such other party; (ii) any involuntary petition in bankruptcy is filed against such other party and shall not have been dismissed with sixty (60) days from the filing thereof under any federal or state/province bankruptcy or insolvency act; (iii) a receiver shall be appointed for such other party or any material portion of the property of such party by any court of competent jurisdiction, and such receiver shall not have been dismissed within sixty (60) days from the date of his appointment; (iv) such other party shall make an assignment for the benefit of creditors; (v) such other party shall admit in writing its inability to meet its debts as they mature; (vi) such other party shall fail to substantially comply with any material term, condition or covenant contained herein and shall fail to correct such lack of compliance within thirty (30) days after receipt of written notice of such failure from the non defaulting party; or (vii) fail to promptly pay or dispute any amount due under this Agreement within fifteen (15) days following written notice by such other party. Notwithstanding the terms and conditions contained herein, either party may terminate this Agreement without cause upon thirty (30) days prior written notice to the other party. In the event of termination by a party in accordance with any provisions of this Agreement, neither party shall be liable to the other in any way because of such termination. Termination of this Agreement will not relieve either party from fulfilling its obligations which by their terms or nature survive termination.
14. Customer Opportunities. Reseller will use commercially reasonable efforts to locate Customers interested in purchasing the Services under the terms of this Agreement. At its option, Reseller may, upon identifying such customer opportunities or initiating discussions with such customers concerning such opportunities.
15. By becoming accepting these terms and conditions you consent to receive from us by email our e-newsletters and details of other special offers which we think may be of interest to you. If you do not wish to receive these emails, please contact us on email@example.com, including "Unsubscribe" in the subject line.
16. Notices. Any notice or other communication required or contemplated to be given hereunder from any party to the other party hereunder, shall be given in writing and shall be deemed accepted immediately when hand delivered or sent by courier service or by fax, or five (5) days after having been mailed via registered mail or by telegram, fee prepaid, addressed as follows:
If to Vendor:
34 Eden Street
Kingston Upon Thames
FAO Company Secretary
If to Reseller:
Or to such other addresses or personnel as may be designated by such party from time to time by notice as aforesaid.
17. Miscellaneous. This Agreement is not assignable by either party without the prior written consent of the other party, such consent will not be unreasonably withheld or delayed, and any attempt to assign any interest herein or obligation hereunder without such consent is void. This Agreement embodies the entire agreement of the parties hereto relating to, and supersedes all prior understandings between the parties respecting the subject matter hereof. No amendment or modification of this Agreement shall be valid or binding unless made in writing and signed by a duly authorized representative of each party. With respect to Sections 5, 11 and 16 of this Agreement, an e-mail shall constitute an acceptable writing. Failure of either party to enforce rights under this Agreement shall not constitute a waiver of such rights. In any suit or action commenced by a party to enforce any right or remedy under this Agreement, the prevailing party will be entitled to recover its reasonable expenses, including reasonable attorney’s fees, from the non-prevailing party. This Agreement shall be construed, and the legal relations between the parties determined, in accordance with the laws of England & Wales and the parties hereby irrevocably consent to the jurisdiction of the English courts. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. The headings in this Agreement are for purposes of reference only and shall not in any way limit or otherwise affect the meaning or interpretation of any of the terms hereof. In the event that any covenant, condition or other provision contained in this Agreement is held to be invalid, void or illegal by any court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall in no way affect, impair or invalidate any other covenant, condition or other provision contained in this Agreement, and any such provision held to be invalid, void or illegal shall be deemed replaced by a provision which comes closest to such unenforceable provision in language and intent without being invalid, void or illegal. In the event of any conflict between the terms of this Agreement and the terms of any Schedule attached hereto, the provisions of such Schedule shall take precedence. Terms which by their nature are intended to survive shall survive the expiration or termination of this Agreement. Without limiting the generality of the foregoing, Sections 7, 8, 9, 10, 12, 15 and 16 shall survive the expiration or termination of this Agreement. The relationship between Vendor and Reseller at all times during the term of this Agreement shall be that of an “Independent Contractor” No agency or partnership shall be created as a result of this Agreement.
Executed by the Vendor through reproduction on this website.
Executed by the Reseller through acceptance of these terms by ticking the box to continue.
Reseller Buy Prices:
WEB FILTER SERVICE DESCRIPTION
1. Service Description
1.1 The Vendor filters outgoing http or https and ftp requests of the Customer through its own web proxy servers. This will be implemented through an adjustment in the proxy settings of the browser of the Reseller‘s or the Customer’s internet access.
1.2 Data connections will be scanned for virus, trojans, phishing attacks, hacked servers and certain categories provided that the EveryCloud Web Filter Service has been activated for the authenticated User.
1.3 https data streams will be broken and analysed accord to the Customer’s policy settings.
1.4. Data streams will be searched for dangerous links through a quick detection scan.
1.5 Forbidden file downloads according to the Customer‘s policy settings will be blocked.
1.6 Blocking of certain web pages and content is based on the policy settings of the Customer or the Reseller determined through the EveryCloud Control Panel.
1.7 Websites will be analysed and filtered based on certain categories. These categories are summarised for the User. It is possible to filter websites for individual Users and/or groups.
1.8 The Web Filter Service blocks the accessing of unwanted and dangerous content.
1.9. The Web Filter Service of EveryCloud will automatically categorise websites that are not yet included in the database.
1.10 The time for post-categorisation is two hours on average on the maximum. Websites that are mis-categorised can be assigned to the correct category upon request. The rate of mis-categorised websites compared to correctly categorised websites is 1:100,000 on the maximum.
1.11 Uncategorised websites can optionally be blocked through an entry into a blacklist.
1.12 The web filter works independently of the Reseller‘s or the Customer‘s network infrastructure and is redundantly designed to operate in the data centres of EveryCloud. It guarantees an availability of 99.9% on an annual average.
1.13 99.9% of all accessed websites will be categorised in less than a second.
ARCHIVING SERVICE DESCRIPTION
1. Service Description
1.1 The EveryCloud system shall archive Customer emails which shall be retained for a maximum period of 30 years, or as otherwise determined by the Customer or Reseller within the EveryCloud system.
1.2 Users shall be able to access archived emails over the Internet. It is possible to search archived emails according to certain criteria and contents in order to retrieve the specific emails. Users shall be able to interactively initiate re-sending of archived emails to the Customer's systems.
1.3 Upon receipt of a written request to the Vendor, the Customer shall be granted special access in order to allow access to all archived emails for a certain time period (audit access, e.g. for a tax audit). This access shall be deleted after completion of the required purpose of the Customer.
1.4 The following emails shall be archived:
1.4.1 Emails which were sent by the Customer to third parties through the EveryCloud servers (outgoing external emails);
1.4.2 Emails which were received by the client from third parties through the EveryCloud servers (incoming external emails);
1.4.3 Emails which are provided by the Customer for pickup by in a special mail box within the EveryCloud server (internal email).
1.5 Requirement for archiving of external emails according to clause a) and b) shall be the use of the agent's spam filter server according to separate agreement.
1.6 The support of IT systems owned and operated by the Customer or Reseller shall not be the responsibility of the Vendor.
1.7 The archiving volume shall be limited to 100 MB per User per month. The volume shall be averaged over all Users within each Customer. Data volume exceeding the included volume shall be separately billed at the rate of £2 GB pounds per GB.
1.8 The Vendor shall warrant the availability of archived email of the Customer for a maximum duration of 10 years starting the end of the year the archived email was sent or received. The Vendor shall only make available such archived email whilst the Customer remains a live Customer using the EveryCloud Services. In the event of termination of this Agreement, the Customer shall be required to enter into a stand-alone agreement in respect of data storage maintenance to enable the Customer to have continuous availability of archived emails.
1.9 The Customer and or Reseller shall have access to the archived emails 24 hours per day 365 days per year. In the event that there is a technical malfunction, scheduled maintenance, the Customer shall obtain access to the archived emails within 12 hours of making the request. Planned maintenance times shall be excluded.
1.10 The archiving Service is compliant with current statutory conditions regarding electronic email archiving. The Vendor shall use its reasonable endeavours to ensure that the archiving Service remains compliant at all times, including in respect of amended statutory requirements.
1.11 Where the Customer orders EveryCloud Email Archiving, the Customer can ingress email data into the EveryCloud archive. The charge for a data import conducted electronically is a per GigaByte (GB) charge of £4.70 for UK based customers or US$7.25 (US Dollars) for all non UK based customers. Alternatively the Customer can ingress data using a hard drive shipment. The cost of this option is a one off fee of £200 per upload for UK based customers or US$300 (US Dollars) for all non UK based customers plus a per GB charge of £4.70 for UK based customers or US$7.25 (US Dollars) for all non UK based customers including shipping and tracking services.
1.12 In the event that the Customer has chosen EveryCloud’s Email Archiving as part of the Services, and this Agreement is terminated or expires, the Customer may either:
1.13 Request data via an electronic download. The EveryCloud Email Archiving service will allow a bulk-data download to the Customer's own storage via a standard Internet connection. Bulk data download must be completed within the first thirty days of the termination or expiry of this Agreement, otherwise a data hold fee will be charged for each month beyond contract termination at the rate of £4.70 per GB per month for UK based customers or US$7.25 (US Dollars) per GB per month for all non UK based customers. Bulk data download fee is £4.70 per GB for UK based customers or US$7.25 (US Dollars) per GB for all non UK based customers. After the data is extracted all Customer data is deleted from the EveryCloud System; or
1.14 Request data hard drive shipment. The EveryCloud Email Archiving service will bulk store Customer data to a hard disk drive and ship the hard drive to the Customer address as notified to EveryCloud by the Customer. The fee will be a one off charge of £200 plus £4.70 per GB for UK based customers or a one off charge of US$300 (US Dollars) plus US$7.25 per GB including shipping and tracking services. After the data is extracted all Customer data is deleted from the EveryCloud System; or
1.15 Request data destruction. Upon the written request of a representative of the Customer, the EveryCloud Email Archiving service will electronically shred all Customer data from all storage locations. Electronically shredding includes deleting all data, removing all records from meta data databases, full-text index files and destroying the encryption key to ensure no data will ever be recoverable. Should the Customer maintain that a request for data destruction was not given by an authorized Customer representative or was not requested at all, EveryCloud shall have no liability to the Customer where it can demonstrate that it has received a written request (which may be via email) from an email address or on headed paper of the Customer made by or purported to be made by any of its representatives (including employees, agents, contractors or other third parties associated with the Customer) requesting data destruction.
SPAM FILTER SERVICE DESCRIPTION
1. Service Description
1.1 The EveryCloud system shall filter incoming email of the Customer for dangerous content (e.g. viruses) and undesired advertisement (e.g. spam) received to the Customer/Users email addresses. Emails to the Customer shall be redirected to the EveryCloud server by changing of the MX records for the Customer’s domain to be filtered.
2. If desired by the Customer, outgoing emails shall be filtered as well.
3.1 Received email shall either be:
3.1.1 blocked (refused), in the case that they have been recognized with a high probability as undesired during data connection build-up with the EveryCloud server;
3.1.2 put under quarantine, in the case that they have been recognized as undesired after complete reception of the email to the EveryCloud server;
3.1.3 delivered or provided for pickup, in the case that they have been recognized as desired email.
4. Emails under quarantine shall be saved for 3 months to enable review by Users of the Customer. If desired by Customer and the EveryCloud Control Panel is correctly configured, a User shall be informed about new emails under quarantine.
5. Users can access email under quarantine via the Internet. Reseller shall be able to interactively initiate sending of emails under quarantine to the Customer systems.
6. Long-term archiving shall be provided by the Vendor subject always to the Customer entering into an agreement in respect of archiving Services.
7. The Reseller shall be responsible for ensuring that the Customer’s firewall shall be configured to only receive emails delivered by the EveryCloud system.
8. The Vendor shall only be responsible for the support relating to the EveryCloud system. At no time shall the Vendor have any responsibility in respect of the Customer system.
9. The monthly average rate of spam recognition shall be at least 99.9%. Such recognition rate shall be calculated based on the number of all emails, which were targeted for the Customer's domains and reached the EveryCloud systems in the measured time period. The recognition rate shall only be applicable where the direct delivery of incoming emails via SMTP to the EveryCloud systems occurs by modification of the MX record of the Customer's domains to point email traffic to the EveryCloud system.
10. The yearly average rate of virus recognition shall be at least 99.99%. The virus recognition rate shall be calculated based on the number of all emails, which were targeted for the Customer's domains and reached the EveryCloud system in the measured time period.
11. The monthly average false-positive rate shall be below 0.0004 %. Such false positive rate shall be calculated based on the number of all emails, which were targeted for the Customer's domains and reached the EveryCloud system in the measured time period. The following shall not be included in the false positive percentage rate: emails which were sent via incorrectly configured servers (not RFC-conforming), via verified Open Relays or insufficiently configured mail clients.
12. The yearly average availability shall be 99.99%. Condition shall be the direct delivery of incoming emails via SMTP to the agent's systems ensured by modification of the MX record. Scheduled maintenance shall not be taken into account.
13. Where possible, all scheduled maintenance on the production environment within the EveryCloud system shall be performed during weekend nights.
14. The Reseller shall ensure that the Customer's systems can accept emails sent from the EveryCloud systems, and that the EveryCloud Control Panel has all the required information about the Customer's systems .
24x7 Technical Support and Fault Response
EveryCloud will provide technical support twenty-four (24) hours/day seven (7) days/week.
Whenever the Reseller raises a problem, fault or request for service information via telephone or email with Vendor and/or EveryCloud, the fault shall be allocated a priority level as set out below with a corresponding response time.
Critical Loss of Service 95% of calls responded
to within 2 hours
Major Partial loss of Service
or Service impairment 85% of calls responded
to within 4 hours
Minor Potentially Service
affecting or non-Service affecting information request 75% of calls responded
to within 8 hours
ENCRYPTION SERVICE DESCRIPTION
1. The EveryCloud Encryption service can only be purchased as an additional product when the Spam Filter Service is purchased. The Encryption service cannot work on a standalone basis.
2. EveryCloud encrypts and digitally signs Users’ outgoing e-mails and decrypts the recipients’ incoming e-mails using the EveryCloud systems according to set policies or Customer defined policies.
3. Outgoing mail is signed using S/MIME, if the required private key is available in the certificate store.
4. Policies on encrypting outgoing e-mails can be adjusted by Customers using the EveryCloud Control Panel.
5. Depending on how policies are set, outgoing e-mails are transferred:
a) S / MIME or PGP encrypted using the recipient's public key,
b) unencrypted, but using an encrypted channel (TLS),
6. If the policy provides for mandatory encrypted transmission to a recipient, but the necessary public key of the recipient is unavailable in the certificate store, and TLS data transfer is not supported by the receiving mail server, outgoing e-mails to that recipient will be rejected and not transmitted.
7. Incoming S / MIME or PGP encrypted e-mails will be automatically decrypted if the required private key is available in the certificate store.
8. Public keys are automatically extracted from incoming e-mail signatures and deposited in the certificate store.
9. Private keys for Customers can be ordered via the EveryCloud Control Panel and then be automatically stored in the certificate store. Alternatively, existing private keys can be stored in the certificate store by EveryCloud support.
10. EveryCloud ensures support of Customers, provided always that the support requirement is related to EveryCloud systems. Neither EveryCloud nor Vendor will support the Reseller and Customer system.
CONTINUITY SERVICE DESCRIPTION
1. In the event of a failure of a Customer’s e-mail server, EveryCloud provides a backup e-mail server in an EveryCloud data centre that will allow client to receive and send e-mails.
2. The EveryCloud Continuity service can only be purchased as an additional product when the Spam Filter Service is purchased. The Continuity service cannot work on a standalone basis.
3. EveryCloud archives Customers’ incoming and outgoing clean e-mails for a rolling period of 3 months on the EveryCloud IT systems provided always these emails have been routed through EveryCloud’s server.
4. Users can access stored e-mails from the EveryCloud Control Panel. Stored e-mails can be searched by specific criteria and content. Users can re-deliver stored e-mails to a Customer’s e-mail server.
5. The redirection of incoming e-mails to the backup server is automatic when there is no response from the Customer’s server.
6. During activation of the backup server, Users can access e-mails in the backup server via POP3, IMAP or Webmail interface.
7. E-mails in the backup server will be automatically sent to a Customer’s e-mail server as soon as a Customer’s e-mail server becomes available again, provided always that the e-mails have not previously been moved to other folders or deleted via POP3, IMAP or Web interface. E-mails will be deleted from the backup server after transmission to a Customer’s e-mail server.