1. Parties
1.1 This Software Products and Services Reseller Agreement is made between:
(a) North Atlantic Technologies Pty Ltd ACN 072 306 533, ABN 29 072 306 533, trading as DHRP, of Suite 1, Level 3, 430 Collins Street, Melbourne, VIC, 3000 (Supplier).
(b) [insert full legal name of reseller] ACN/ABN [insert ACN/ABN], of [insert registered office address] (Reseller).
1.2 The Supplier and the Reseller are each a Party and together are the Parties.
2.1 The Supplier supplies, resells, licenses, implements, supports, and facilitates access to software products and software-related services, including software licences, SaaS products, hosted software access, subscriptions, maintenance, support, implementation, configuration, training, managed services, professional services, and related services.
2.2 The Reseller wishes to market, promote, and resell the Products and Services to End Users in the Territory.
2.3 The Supplier agrees to appoint the Reseller on the terms of this Agreement.
In this Agreement, unless the context requires otherwise:
Accepted Order means an Order accepted by the Supplier in accordance with this Agreement.
Agreement means this Software Products and Services Reseller Agreement, including the Schedules, Special Conditions, and any document or term incorporated by reference.
Applicable Transaction Documents means, for a particular transaction, this Agreement, the applicable Quote, the Accepted Order, applicable Vendor Terms, applicable End User Terms, and any Supplier policy or requirement incorporated by reference.
Australian Consumer Law means Schedule 2 to the Competition and Consumer Act 2010 (Cth).
Business Day means a day other than a Saturday, Sunday, public holiday, or bank holiday in New South Wales, Australia.
Confidential Information means information disclosed by or on behalf of a Party in connection with this Agreement that is confidential by nature or designation, including commercial, technical, pricing, customer, product, software, security, operational, and business information.
Delivery means electronic delivery, licence-key delivery, download-link delivery, account provisioning, SaaS activation, Subscription activation, hosted-access enablement, or any other electronic or access-based method by which Products or Services are made available.
Documentation means user guides, manuals, specifications, product materials, technical documents, online materials, release notes, support materials, and other documents supplied or made available in connection with the Products or Services.
Effective Date means the date this Agreement is signed by the last Party, unless another date is stated in Schedule 6.
End User means any person or entity to whom the Reseller markets, offers, resells, provides access to, or otherwise makes available the Products or Services.
End User Terms means any terms applicable to an End User’s access to or use of the Products or Services, including licence terms, SaaS terms, subscription terms, acceptable use policies, privacy terms, support terms, click-wrap terms, and any other End User-facing terms notified by the Supplier or a Vendor.
Fees means all amounts payable by the Reseller to the Supplier under this Agreement, including Product fees, Service fees, Subscription fees, support fees, renewal fees, activation fees, provisioning fees, taxes, charges, and amounts stated in a Quote, Accepted Order, invoice, or Schedule.
GST has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Insolvency Event means any event where a Party becomes insolvent, enters liquidation, administration, receivership, bankruptcy, restructuring, compromise with creditors, or any similar process, or is unable to pay its debts as and when they fall due.
Intellectual Property Rights means all present and future rights in copyright, trade marks, business names, domain names, designs, patents, inventions, confidential information, trade secrets, know-how, software, databases, source code, object code, documentation, moral rights, and similar proprietary rights, whether registered or unregistered, anywhere in the world.
Order means any request submitted by the Reseller to purchase, resell, renew, activate, access, or obtain Products or Services, including by purchase order, online order, written order, email order, portal order, or other approved ordering method.
Products means the software, licences, subscriptions, SaaS products, hosted software access, maintenance products, support products, and other software-related products listed in Schedule 1 or otherwise approved by the Supplier in writing.
Quote means a written quotation, proposal, pricing document, order form, or other written statement issued by the Supplier setting out the Products, Services, Fees, validity period, or other commercial terms for a proposed Order.
Services means any support, maintenance, implementation, configuration, consulting, professional services, managed services, training, or other software-related services supplied or made available under this Agreement, a Schedule, an Accepted Order, or other written approval issued by the Supplier.
Software means any software, application, platform, hosted software, SaaS product, code, module, integration, licence key, subscription, update, patch, release, or related Documentation supplied or made available under this Agreement.
Special Conditions means the special conditions set out in Schedule 6.
Subscription means any fixed-term, recurring, renewable, SaaS, hosted-access, licence-term, support, maintenance, or usage-based entitlement supplied or made available under this Agreement.
Supplier means North Atlantic Technologies Pty Ltd ACN 072 306 533, ABN 29 072 306 533, trading as DHRP.
Territory means the territory stated in Schedule 6. If Schedule 6 states that the Territory is as set out in Schedule 1, Territory means the territory stated in Schedule 1. If neither Schedule states a Territory, the Territory is Australia.
Vendor means any third-party software owner, licensor, SaaS provider, publisher, distributor, service provider, hosting provider, platform provider, or other third party whose products, services, licences, platforms, or terms are supplied, resold, accessed, or used under this Agreement.
Vendor Terms means any terms, licence agreements, SaaS terms, acceptable use policies, support terms, service terms, subscription terms, privacy terms, security terms, policies, or restrictions issued by a Vendor in relation to the Products or Services, as updated from time to time.
In this Agreement, unless the context requires otherwise:
(a) the singular includes the plural and the plural includes the singular;
(b) a reference to a person includes an individual, company, corporation, partnership, trust, association, government body, or other legal entity;
(c) a reference to a Party includes that Party’s successors and permitted assigns;
(d) a reference to legislation includes that legislation as amended, replaced, re-enacted, or consolidated;
(e) a reference to a document includes that document as amended, replaced, supplemented, or novated;
(f) including, includes, and for example do not limit the words that follow;
(g) headings do not affect interpretation;
(h) if there is an inconsistency between documents forming this Agreement, clause 27 applies;
(i) an obligation not to do something includes an obligation not to permit, authorise, assist, or allow that thing to be done;
(j) a reference to written notice includes notice by email where permitted by this Agreement;
(k) monetary amounts are in Australian dollars unless stated otherwise;
(l) this Agreement must not be interpreted against a Party merely because that Party, or its adviser, prepared or proposed it; and
(m) any obligation that by its nature is intended to continue after termination or expiry survives termination or expiry.
4.1 Subject to this Agreement, the Supplier appoints the Reseller as a non-exclusive reseller of the Products and Services in the Territory.
4.2 The Reseller may market, promote, offer, resell, facilitate activation of, renew, and support the Products and Services only:
(a) in the Territory;
(b) for Products and Services listed in Schedule 1 or otherwise approved by the Supplier in writing;
(c) in accordance with this Agreement and the Applicable Transaction Documents; and
(d) subject to any applicable Vendor approval, certification, training, customer, product, licence, territory, channel, or compliance requirement.
4.3 The Reseller has no rights in relation to any product, service, software, licence, subscription, platform, solution, or Vendor offering that is not listed in Schedule 1 or otherwise approved by the Supplier in writing.
4.4 The Supplier may add, remove, suspend, withdraw, discontinue, substitute, modify, or restrict any Product or Service available for resale where the Supplier reasonably considers the change necessary due to availability, Vendor requirements, changes to the Supplier’s supply rights, applicable law, security, sanctions, export control, privacy, cybersecurity, technical, commercial, or compliance risk.
4.5 Where practicable, the Supplier must give the Reseller reasonable notice of a change under clause 4.4 and limit the change to the affected Product, Service, Vendor arrangement, End User segment, sales channel, or part of the Territory. The Supplier may act without prior notice where delay may create legal, regulatory, security, compliance, Vendor, operational, or commercial risk.
4.6 The Reseller must not, without the Supplier’s prior written consent:
(a) market, promote, offer, resell, license, activate, renew, support, or make available the Products or Services outside the Territory;
(b) accept Orders from End Users located outside the Territory;
(c) supply Products or Services where the Reseller knows, or ought reasonably to know, that they will be used, resold, exported, re-exported, or made available outside the Territory; or
(d) use any sub-reseller, agent, distributor, marketplace, platform, or third party to avoid the Territory restrictions.
4.7 The Supplier may approve sales outside the Territory in writing. Any approval may be subject to Vendor approval, compliance checks, local-law requirements, tax requirements, pricing changes, support limits, or separate terms.
4.8 The Reseller is responsible for complying with all legal and regulatory requirements that apply to its activities in the Territory, including clause 16.
4.9 Any exclusivity, protected account, protected territory, preferred-reseller status, commission right, margin right, customer allocation, minimum margin, lead right, or similar right must be expressly stated in Schedule 6. No such right arises by course of dealing, sales history, customer introduction, marketing activity, prior negotiation, or informal communication.
4.10 Unless expressly stated in Schedule 6, the Supplier may appoint other resellers or channel partners, sell directly or through other channels, deal with any existing or prospective customer, including customers introduced by the Reseller, and change its sales, distribution, pricing, product, or channel strategy.
4.11 Unless expressly stated in Schedule 6, the Reseller has no minimum purchase commitment, and the Supplier has no obligation to provide any minimum margin, discount, lead volume, customer allocation, revenue opportunity, or protected opportunity.
4.12 The Reseller may supply, promote, or resell products and services of other suppliers, provided that it does not breach this Agreement, misuse Confidential Information, misuse Supplier or Vendor Intellectual Property Rights, make misleading comparisons, or create a conflict that prevents proper performance of this Agreement.
4.13 The Reseller acts as an independent contractor. Nothing in this Agreement creates any agency, partnership, franchise, employment relationship, joint venture, fiduciary relationship, protected territory, customer ownership right, guaranteed revenue right, or right to compensation on expiry or termination, except to the extent expressly stated in this Agreement or required by law.
4.14 The Reseller must not represent that it operates a franchise, branch, office, authorised outlet, business location, agency, or representative office of the Supplier.
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5.1 The Reseller’s authority is limited to marketing, promoting, offering, and reselling the approved Products and Services in the Territory in accordance with this Agreement.
5.2 The Reseller must not, without the Supplier’s prior written consent:
(a) bind the Supplier to any contract, legal term, representation, warranty, commitment, liability, discount, refund, credit, service level, support commitment, activation date, provisioning date, access date, implementation commitment, or other promise;
(b) amend, waive, vary, negotiate, or accept any Supplier terms, Vendor Terms, or End User Terms;
(c) represent that it is the Supplier’s agent, representative, employee, partner, franchisee, joint venturer, authorised distributor, exclusive reseller, or any other status not expressly approved in writing; or
(d) make any statement or engage in any conduct that may cause an End User or third party to believe that the Reseller has authority to bind the Supplier.
5.3 The Reseller must not make any warranty, guarantee, condition, promise, representation, statement, or claim about the Products or Services unless it is authorised by the Supplier in writing, contained in Supplier-approved materials, contained in applicable Vendor materials used in accordance with Vendor Terms, or required by law.
5.4 The Reseller must not supply, market, promote, use, modify, combine, or make available any Product, Service, Software, Documentation, Supplier material, or Vendor material in any way that is misleading, unauthorised, unlawful, outside the approved scope, or inconsistent with this Agreement, the Applicable Transaction Documents, applicable law, third-party rights, or clause 16.
5.5 The Reseller is responsible for its own contracts with End Users and must ensure that those contracts do not conflict with this Agreement, Vendor Terms, or End User Terms.
5.6 The Reseller must promptly comply with any reasonable Supplier direction concerning inaccurate or misleading statements, unauthorised marketing, unauthorised sales activity, Supplier or Vendor materials, Vendor Terms, End User Terms, Intellectual Property Rights, Confidential Information, compliance obligations, or protection of the Supplier, a Vendor, an End User, or the Products and Services.
6.1 The Reseller may submit Orders to the Supplier by email, online portal, Quote acceptance, purchase order, order form, or any other method approved by the Supplier.
6.2 Each Order must include all information reasonably required by the Supplier or Vendor to process the Order, including Product or Service details, quantity, licence type, Subscription term, End User details where required, billing, tax, activation, provisioning, support, compliance, export-control, Vendor, and Quote information.
6.3 No Order is binding on the Supplier unless the Supplier accepts the Order in writing or begins supplying, activating, provisioning, or making available the relevant Products or Services.
6.4 The Supplier may reject, delay, refuse, cancel, or take action under clause 20 in relation to any Order, in whole or in part, where the Supplier reasonably considers that:
(a) the Product or Service is unavailable, delayed, withdrawn, restricted, or no longer available to the Supplier;
(b) the Order is incomplete, inaccurate, unclear, expired, inconsistent with a Quote, or affected by pricing, product, or administrative error;
(c) the Reseller has exceeded its credit limit, has unpaid amounts owing, or is in breach of this Agreement;
(d) required information, Vendor approval, End User acceptance, or compliance approval has not been obtained;
(e) the Order may breach this Agreement, the Applicable Transaction Documents, applicable law, or clause 16;
(f) a Vendor cancels, refuses, suspends, withdraws, or restricts supply; or
(g) the action is reasonably necessary to protect the Supplier, a Vendor, an End User, or the lawful and secure operation of the Products or Services.
6.5 Where practicable, the Supplier must notify the Reseller of the reason for any action under clause 6.4. The Supplier is not required to disclose information where disclosure may create legal, regulatory, security, fraud, sanctions, export-control, privacy, Vendor, investigative, or compliance risk.
6.6 A purchase order issued by the Reseller is used for administrative purposes only. Any terms stated in, attached to, referenced by, or linked to a purchase order do not apply and do not amend this Agreement unless expressly accepted in writing by the Supplier.
6.7 A Quote is valid only for the period stated in the Quote. If no validity period is stated, the Quote is valid for 14 days from issue unless withdrawn earlier by the Supplier. A Quote is not acceptance of an Order.
6.8 The Reseller may not change, cancel, reduce, defer, or amend an Accepted Order unless the Supplier agrees in writing. Any approved change or cancellation may be subject to additional Fees, Vendor charges, cancellation fees, renewal charges, Subscription commitments, or other reasonable costs.
6.9 The Supplier may accept or fulfil an Order in part. Each accepted part may be treated as a separate Accepted Order for invoicing, payment, activation, provisioning, access, and acceptance.
6.10 Where the Supplier gives the Reseller access to an online portal, ordering platform, Vendor marketplace, or electronic ordering system, the Reseller must use it only for authorised business purposes, protect credentials, limit access to authorised personnel, ensure all Orders are authorised and accurate, and comply with all applicable portal terms, security requirements, Vendor rules, and Supplier instructions.
6.11 The Reseller is responsible for all Orders submitted through its account, by its personnel, or using its authorised credentials, whether or not the Order was submitted with the Reseller’s internal approval.
6.12 The Reseller must not promise activation, provisioning, access, Subscription commencement, support commencement, pricing, availability, or implementation timing to any End User unless the Supplier has accepted the relevant Order and confirmed the relevant details in writing.
6.13 The prices payable by the Reseller are the prices stated in the applicable Quote, Schedule 2, Supplier ordering portal, Supplier price list, Accepted Order, or any other written pricing notice issued by the Supplier.
6.14 The Supplier may change prices, discounts, fees, charges, or commercial terms by written notice. Unless clause
6.15 A price or commercial change may apply to an Accepted Order only to the extent the change results from Vendor pricing, Vendor licensing changes, Vendor Terms, applicable law, tax changes, exchange-rate changes, third-party charges outside the Supplier’s reasonable control, expiry of a Quote, renewal, upgrade, variation, reorder, a Reseller-requested change, or the Reseller’s written agreement. Where practicable, the Supplier must give reasonable notice of the change and must limit the change to the affected Product, Service, Subscription, renewal, Order, or charge.
6.16 The Reseller is free to determine the prices at which it resells the Products and Services to End Users. Any recommended resale price, list price, suggested price, or pricing guidance issued by the Supplier or a Vendor is non-binding.
6.17 Any discount, rebate, promotion, special price, deal-registration benefit, or Vendor-funded pricing applies only if approved by the Supplier in writing. The Supplier may withdraw, reverse, cancel, reduce, or recover any such benefit if it was granted due to error, inaccurate information, failure to meet eligibility requirements, cancellation or change of the relevant Order, Vendor rejection or clawback, or the Reseller’s breach.
6.18 The Supplier may invoice the Reseller when an Order is accepted, a Product or Service is made available, a licence key, Subscription, account, or hosted access is activated or provisioned, Services are performed, on renewal, or at any other time stated in a Quote, Schedule, Accepted Order, or written agreement.
6.19 The Reseller must pay all invoices by the due date stated in the invoice, Quote, Schedule 2, Accepted Order, or approved credit terms. If no due date is stated, payment is due within 14 days from the invoice date.
6.20 The Reseller must pay all amounts due under this Agreement in full, without set-off, withholding, counterclaim, deduction, or reduction, except to the extent required by law. The Reseller’s obligation to pay the Supplier is not conditional on payment by any End User, customer, Vendor, third party, or other person.
6.21 Termination, expiry, suspension, cancellation of Orders, cancellation of Subscriptions, or suspension of Products or Services does not affect the Reseller’s obligation to pay all amounts accrued or payable under this Agreement.
6.22 Credit terms are granted at the Supplier’s discretion. The Supplier may approve, refuse, reduce, suspend, withdraw, or vary credit terms or credit limits where it reasonably considers this necessary due to non-payment, credit exposure, creditworthiness concerns, breach, material ownership or control change, financial deterioration, actual or likely Insolvency Event, or legal, commercial, Vendor, security, regulatory, or compliance risk.
6.23 If the Reseller fails to pay any amount when due, the Supplier may charge interest on the overdue amount from the due date until payment. Interest accrues daily at the rate stated in Schedule 2 or, if no rate is stated, at 2 percent per annum above the base lending rate published by Westpac Banking Corporation from time to time, or any equivalent successor rate.
6.24 The Reseller must reimburse the Supplier for all reasonable costs incurred in recovering overdue amounts, including debt collection costs, legal costs, enforcement costs, dishonour fees, and administrative costs.
6.25 If the Reseller fails to pay any amount when due, the Supplier may take action under clause 20 and may notify any relevant Vendor where reasonably necessary to manage licence, Subscription, compliance, or payment risk.
6.26 Unless expressly stated otherwise, all prices, Fees, charges, and amounts payable under this Agreement are exclusive of GST.
6.27 If GST is payable on a taxable supply made under or in connection with this Agreement, the recipient must pay an additional amount equal to the GST payable, provided that the supplier gives the recipient a valid tax invoice where required by law.
6.28 The Reseller is responsible for all taxes, duties, levies, imposts, withholding taxes, government charges, bank charges, transfer charges, currency-conversion charges, and similar amounts arising from or connected with this Agreement, any Order, payment, cross-border supply, withholding, deduction, or dealing with End Users.
6.29 If the Reseller is required by law to deduct or withhold any amount from a payment to the Supplier, the Reseller must notify the Supplier before doing so, pay the deducted or withheld amount to the relevant authority within the required time, provide evidence of payment, and pay any additional amount necessary to ensure that the Supplier receives the full net amount it would have received if no deduction or withholding had been required, except to the extent prohibited by law.
6.30 All amounts are payable in Australian dollars unless the Quote, invoice, Schedule, or Schedule 6 states otherwise.
6.31 If the Reseller disputes an invoice in good faith, it must notify the Supplier in writing within the billing dispute period stated in Schedule 2 or, if no period is stated, within 10 Business Days after receiving the invoice. The notice must identify the disputed amount and give reasonable details of the dispute. The Reseller must pay any undisputed amount by the due date.
6.32 The Supplier must consider the disputed amount in good faith. If the Reseller does not dispute an invoice within the period stated in clause 6.31, the invoice remains payable, except to the extent there is a manifest error or the Reseller could not reasonably have identified the issue within that period.
7.1 The Supplier may deliver or make available the Products and Services by any reasonable electronic or access-based method, including licence key delivery, download link, online portal access, Vendor platform access, account provisioning, SaaS activation, Subscription activation, hosted-access enablement, or any method stated in the Applicable Transaction Documents.
7.2 The Reseller must provide complete, accurate, current, and not misleading activation, provisioning, billing, End User, technical, compliance, and account details required by the Supplier or Vendor.
7.3 Any activation, provisioning, implementation, access, or support commencement date stated by the Supplier is an estimate only unless the Supplier expressly confirms in writing that the date is binding.
7.4 The Supplier is not liable for delay, failed activation, incorrect provisioning, loss, additional cost, or End User claim to the extent caused by:
(a) inaccurate, incomplete, outdated, or misleading information provided by the Reseller or End User; or
(b) Vendor delay, Vendor refusal, Product or licence unavailability, third-party system delay, End User delay, payment delay, credit hold, compliance checks, force majeure, or any matter outside the Supplier’s reasonable control.
7.5 Delivery occurs when the Supplier or Vendor sends, provisions, activates, enables, or otherwise makes available the relevant licence key, download link, activation code, access details, account credentials, hosted access, SaaS account, Subscription, or online access.
7.6 If the Supplier agrees to provision Products or Services directly for an End User, the Reseller remains responsible for the Order, payment, End User acceptance of applicable Vendor Terms and End User Terms, and all activation and provisioning information. Direct provisioning does not create a contract between the Supplier and the End User unless expressly agreed in writing.
7.7 The Supplier may activate, provision, or make available an Order in parts. Each part may be invoiced separately and treated as a separate supply.
7.8 The Reseller must promptly verify the Products and Services after Delivery. Unless the Reseller notifies the Supplier in writing within 10 Business Days after Delivery that the Product or Service is materially different from the Accepted Order, the Product or Service is treated as accepted for that Order.
7.9 The Reseller may not reject Delivery for any minor, technical, administrative, or immaterial difference that does not materially affect the Product or Service supplied, unless required by law or Vendor Terms.
7.10 Clause 7.8 does not prevent the Reseller from raising an issue that could not reasonably have been identified during the verification period, provided the Reseller notifies the Supplier promptly after becoming aware of the issue.
7.11 The Supplier may require information, approvals, technical readiness, End User acceptance, Vendor approval, payment, credit approval, identity verification, or compliance checks before activating, provisioning, or enabling access to any Product or Service.
7.12 Where activation, provisioning, hosting, or access is controlled by a Vendor, the Supplier is not responsible for Vendor delay, refusal, suspension, withdrawal, outage, platform failure, or processing time, except to the extent caused by the Supplier’s own breach of this Agreement.
7.13 The Reseller must keep all licence keys, activation codes, usernames, passwords, tokens, account credentials, and access details secure, disclose them only to authorised personnel or End Users, and promptly notify the Supplier of any actual or suspected unauthorised access, misuse, loss, disclosure, or compromise.
7.14 The Reseller must pay all activation, provisioning, Vendor, transaction, access, and related charges stated in the Quote, invoice, Schedule, Accepted Order, or otherwise notified by the Supplier.
7.15 If Delivery, activation, provisioning, or access enablement fails due to the Reseller’s act, omission, delay, incorrect information, non-payment, lack of approval, lack of technical readiness, or breach of this Agreement, the Supplier may charge the Reseller for reasonable additional costs and may take action under clause 20.
8.1 Software is licensed, not sold.
8.2 No title, ownership, or proprietary interest in Software, Documentation, Vendor materials, marketing materials, technical materials, licence keys, activation details, online accounts, platforms, hosted services, SaaS environments, or related Intellectual Property Rights passes to the Reseller or any End User.
8.3 The Reseller and End Users receive only the licence rights, access rights, Subscription rights, or use rights expressly granted under this Agreement and the Applicable Transaction Documents.
8.4 The Reseller must not represent to any End User or third party that Software, SaaS access, hosted access, licence keys, accounts, Subscriptions, platforms, Documentation, or related Intellectual Property Rights are sold, transferred, assigned, or owned by the Reseller or End User.
8.1 Software is licensed, not sold.
8.2 No title, ownership, or proprietary interest in Software, Documentation, Vendor materials, marketing materials, technical materials, licence keys, activation details, online accounts, platforms, hosted services, SaaS environments, or related Intellectual Property Rights passes to the Reseller or any End User.
8.3 The Reseller and End Users receive only the licence rights, access rights, Subscription rights, or use rights expressly granted under this Agreement and the Applicable Transaction Documents.
8.4 The Reseller must not represent to any End User or third party that Software, SaaS access, hosted access, licence keys, accounts, Subscriptions, platforms, Documentation, or related Intellectual Property Rights are sold, transferred, assigned, or owned by the Reseller or End User.
9.1 Software ownership and licence rights are governed by clause 8. The Reseller and each End User receive only the rights expressly granted under this Agreement and the Applicable Transaction Documents.
9.2 The Reseller must comply with all applicable Vendor Terms and must ensure that each End User is made aware of, accepts, and complies with all applicable Vendor Terms and End User Terms before the relevant Product or Service is supplied, activated, renewed, provisioned, accessed, or used.
9.3 Vendor Terms and End User Terms prevail in relation to the use, access, operation, hosting, support, security, maintenance, renewal, suspension, cancellation, or termination of Software, except to the extent this Agreement imposes stricter obligations on the Reseller.
9.4 The Reseller must include in its contract with each End User all terms required to give effect to this Agreement, Vendor Terms, and End User Terms, including terms relating to licence scope, permitted use, user limits, Subscription period, territory restrictions, prohibited use, Intellectual Property Rights, confidentiality, privacy, security, support limits, audit rights, suspension, termination, warranties, and liability limitations.
9.5 The Reseller must not give, accept, agree to, or impose any End User term that conflicts with this Agreement, Vendor Terms, or End User Terms, expands End User rights, reduces Supplier or Vendor rights, imposes obligations on the Supplier or Vendor without consent, or misrepresents the Product or Service.
9.6 The Reseller must not, and must not permit any End User or third party to:
(a) copy, modify, adapt, translate, reproduce, distribute, sublicense, rent, lease, sell, transfer, assign, or commercially exploit Software except as expressly permitted;
(b) reverse engineer, decompile, disassemble, or attempt to derive source code from Software, except to the extent permitted by law and not lawfully excluded;
(c) bypass, disable, interfere with, or circumvent any licence key, activation mechanism, usage-control mechanism, security measure, technical protection measure, access control, or audit function;
(d) remove, obscure, or alter any copyright, trade mark, proprietary, licence, serial number, or product identification notice;
(e) use Software outside the approved licence scope, user count, Territory, Subscription period, environment, or authorised purpose; or
(f) use Software in breach of this Agreement, the Applicable Transaction Documents, Vendor Terms, End User Terms, or applicable law.
9.7 The Reseller must provide accurate, complete, current, and not misleading information required for Software licensing, activation, provisioning, renewal, support, and compliance, including End User identity, location, user count, licence type, Subscription term, and usage details.
9.8 If the Reseller becomes aware of any actual or suspected End User breach of Vendor Terms, End User Terms, licence restrictions, security requirements, or applicable law, the Reseller must promptly notify the Supplier and take reasonable steps requested by the Supplier to stop, remedy, or mitigate the breach.
9.9 The Reseller acknowledges that a Vendor may change, suspend, withdraw, replace, discontinue, or vary its Software, Vendor Terms, End User Terms, pricing, licensing model, support terms, renewal terms, security requirements, or compliance requirements.
9.10 Where practicable, the Supplier must notify the Reseller of material Vendor changes that the Supplier receives and that materially affect the Reseller’s resale activities. The Supplier is not liable to the Reseller for any Vendor action described in clause 9.9, except to the extent the loss is caused by the Supplier’s own breach of this Agreement.
9.11 The Supplier may suspend, cancel, withhold, or request a Vendor to suspend, cancel, withhold, or restrict any Software licence, Subscription, hosted access, activation, renewal, support, maintenance, or related Service where permitted under this Agreement, the Applicable Transaction Documents, or clause 20. Where practicable, the Supplier must limit the action to the affected Product, Service, licence, Subscription, End User, or Order.
9.12 Any trial, evaluation, demonstration, proof-of-concept, or not-for-resale licence may be used only for the purpose, period, users, Territory, and conditions approved by the Supplier or Vendor. The Reseller must not sell, transfer, extend, or commercially exploit any such licence without written approval.
9.13 Where Software includes open-source components, those components are governed by the applicable open-source licence terms. The Reseller must not use, combine, distribute, or modify any Software in a way that creates any unauthorised open-source disclosure, distribution, licensing, or source-code obligation affecting the Supplier, Vendor, or proprietary Software.
9.14 The Supplier is not bound by, and has no liability for, any unauthorised term, warranty, representation, refund promise, support commitment, service level, licence expansion, renewal promise, cancellation right, or other commitment given by the Reseller to an End User.
9.15 Each Subscription begins and ends on the dates stated in the Applicable Transaction Documents. Unless otherwise stated, a Subscription commences when the relevant licence, account, hosted access, SaaS access, support entitlement, maintenance entitlement, or subscription access is activated, provisioned, issued, or made available by the Supplier or Vendor.
9.16 The commencement, invoicing, and payment of a Subscription is not delayed or avoided merely because the Reseller or End User has not used, accessed, deployed, configured, implemented, or consumed the relevant Product or Service.
9.17 The Reseller is responsible for monitoring Subscription expiry dates, obtaining End User renewal instructions where required, submitting renewal Orders within the required timeframe, ensuring renewal information is accurate and complete, ensuring continued End User acceptance of Vendor Terms and End User Terms, and paying all renewal Fees.
9.18 A Subscription auto-renews only where auto-renewal is expressly stated in the Applicable Transaction Documents. Where auto-renewal does not apply, the Reseller must submit a renewal Order before expiry.
9.19 Renewal pricing may differ from original pricing. The Supplier may apply updated pricing, Vendor pricing, exchange-rate changes, tax changes, discount changes, support changes, Subscription changes, or other commercial terms applicable at renewal.
9.20 The Supplier does not guarantee that any Subscription, licence, hosted access, support entitlement, maintenance entitlement, discount, renewal option, pricing model, or Vendor program will remain available for renewal.
9.21 Any upgrade, downgrade, additional user, licence, seat, Subscription, storage, module, feature, usage capacity, support coverage, usage-based charge, consumption-based charge, periodic true-up, or other entitlement is subject to Supplier approval, Vendor approval where required, availability, payment of applicable Fees, the Applicable Transaction Documents, and any technical, eligibility, compliance, or account requirements. A downgrade may take effect only at the next renewal date unless the Supplier or Vendor agrees otherwise in writing.
9.22 The Reseller may cancel an Order, Subscription, renewal, upgrade, downgrade, or related Service only in accordance with applicable Vendor Terms or End User Terms, before any applicable cancellation deadline, with the Supplier’s written approval, and subject to payment of any applicable cancellation charges, Vendor charges, committed Subscription Fees, early termination fees, administrative charges, or other reasonable costs.
9.23 Except to the extent required by law or expressly agreed by the Supplier in writing, the Reseller is not entitled to any refund, credit, set-off, rebate, or reduction for unused Subscriptions, unused licences, unused support or maintenance, early cancellation, End User non-use, downgrade requests, delayed implementation, or cancellation not accepted by the Supplier or Vendor.
9.24 If an End User cancels, fails to renew, refuses to pay, disputes payment, or stops using a Subscription, the Reseller remains liable to pay the Supplier for all amounts due under the Accepted Order, Applicable Transaction Documents, or this Agreement.
9.25 If a Subscription expires, is not renewed, is cancelled, or is suspended, access to the relevant Product or Service may end, support, maintenance, updates, hosting, and related services may cease, Vendor access, data access, or account access may be restricted or removed, and reinstatement may be subject to Vendor approval, additional Fees, back-payment, updated terms, or technical requirements.
9.26 The Supplier or Vendor may require migration to a new product, Subscription model, licensing model, platform, support arrangement, or pricing structure. The Reseller must cooperate with any reasonable migration process and is responsible for notifying End Users of renewal deadlines, cancellation deadlines, pricing changes, licence changes, Vendor Terms, End User Terms, support changes, expiry consequences, and any other Subscription-related matter affecting the End User.
10.1 The Reseller must perform its obligations under this Agreement honestly, professionally, competently, and with reasonable skill, care, and diligence.
10.2 The Reseller must comply with this Agreement, the Schedules, all Accepted Orders, Supplier policies notified to the Reseller, Vendor Terms, End User Terms, and all applicable laws.
10.3 Unless expressly stated otherwise in Schedule 6, the Reseller is responsible for managing its own commercial relationship with each End User, including sales discussions, customer communications, pricing, invoicing, collection, first-level customer contact, and performance of the Reseller’s own customer contracts.
10.4 The Reseller must maintain legally valid and enforceable contracts with End Users and must ensure that those contracts comply with clause 9 and do not conflict with this Agreement, Vendor Terms, or End User Terms.
10.5 The Reseller must communicate clearly and accurately with End Users about Product and Service scope, licence limits, Subscription terms, renewal deadlines, cancellation restrictions, support arrangements, Vendor Terms, End User Terms, pricing, taxes, and material restrictions.
10.6 The Reseller must provide accurate, complete, current, and not misleading information to the Supplier, Vendors, and End Users, including information required for Orders, activation, provisioning, licensing, renewals, support, tax, compliance, and verification.
10.7 The Reseller warrants that it has all rights, notices, consents, permissions, and lawful authority required to disclose End User information to the Supplier and any relevant Vendor for the purposes of this Agreement.
10.8 The Reseller must ensure that personnel involved in marketing, selling, implementing, supporting, or managing the Products and Services have appropriate knowledge of the Products and Services, licence restrictions, Vendor Terms, End User Terms, Territory restrictions, ordering processes, renewal processes, and any mandatory Vendor training or certification requirements.
10.9 The Supplier may contact an End User directly where reasonably required for licence activation, provisioning, account setup, Subscription administration, renewal, migration, product-change management, support escalation, Vendor requirements, compliance, audit, sanctions, export-control, cybersecurity, privacy, fraud, legal review, investigation of misuse, protection of Supplier or Vendor rights, transition, or performance of this Agreement.
10.10 Direct contact between the Supplier and an End User does not create a contract between the Supplier and the End User unless expressly agreed in writing and does not release the Reseller from any payment, compliance, support, End User communication, or other obligation under this Agreement.
10.11 The Reseller must maintain, retain, and provide records in accordance with clause 22, applicable Vendor Terms, applicable End User Terms, legal requirements, and Schedule 6.
10.12 The Reseller must protect all Supplier, Vendor, portal, licence, Subscription, account, and End User credentials, limit access to authorised personnel, and promptly notify the Supplier of any actual or suspected unauthorised access, compromise, misuse, disclosure, or loss.
10.13 The Reseller must promptly notify the Supplier of any material complaint, dispute, claim, regulatory inquiry, security issue, privacy issue, data issue, threatened legal action, End User issue, or inability to comply with this Agreement, Vendor Terms, End User Terms, or applicable law where the matter may affect the Supplier, a Vendor, or any End User.
10.14 The Reseller must reasonably cooperate with the Supplier and any relevant Vendor in relation to order processing, activation, renewals, support escalation, licence verification, audits, compliance checks, security incidents, privacy incidents, customer complaints, product withdrawals, migration, and dispute resolution.
10.15 The Reseller is responsible for all acts and omissions of its officers, employees, contractors, agents, representatives, and any person who accesses Supplier or Vendor systems through the Reseller.
10.16 The Reseller must obtain and maintain all licences, registrations, permits, approvals, insurances, and authorisations required to conduct its business and perform this Agreement, including any insurance stated in Schedule 6. If insurance is required under Schedule 6, the Reseller must provide certificates of currency on request.
10.17 The Reseller must not engage in conduct connected with this Agreement that is misleading, unlawful, materially damages Supplier or Vendor goodwill, or materially prejudices the Supplier’s legal, commercial, security, or customer interests.
10.18 On expiry or termination, the Reseller must comply with the transition and non-interference obligations in clause 21.
11.1 The Supplier must perform its obligations under this Agreement with reasonable skill, care, and diligence.
11.2 Subject to this Agreement, payment, availability, Vendor approval, compliance checks, Vendor Terms, and End User Terms, the Supplier must use reasonable efforts to process Accepted Orders and supply, activate, provision, or make available the Products and Services stated in those Accepted Orders.
11.3 The Supplier may provide or arrange access to product information, Documentation, Vendor materials, technical materials, marketing materials, licence information, Subscription information, support information, licence keys, activation details, hosted access, SaaS access, account details, or other access information reasonably required for the relevant Product or Service.
11.4 The Supplier must take reasonable care to ensure that materials it prepares and provides to the Reseller are accurate at the time they are provided. The Supplier is not responsible for inaccuracies, omissions, changes, or outdated information in Vendor materials, third-party materials, online materials, or materials modified by the Reseller.
11.5 The Supplier must provide support only to the extent stated in clause 12, Schedule 4, an Accepted Order, a Quote, Vendor Terms, End User Terms, or another written support arrangement approved by the Supplier.
11.6 Where a Vendor provides warranties, service commitments, maintenance rights, support rights, or remedies for a Product or Service, the Supplier must use reasonable efforts to pass through those benefits to the Reseller or End User to the extent the Supplier is legally and contractually permitted to do so.
11.7 The Supplier must use reasonable efforts to notify the Reseller of material changes to Products, Services, Vendor Terms, End User Terms, pricing, Subscription models, renewal processes, support arrangements, or availability where:
(a) the Supplier receives notice of those changes;
(b) the changes materially affect the Reseller’s resale activities; and
(c) notice is reasonably practicable.
11.8 Nothing in this clause requires the Supplier to accept any Order or continue offering, supplying, supporting, maintaining, renewing, or making available any Product or Service where that Product or Service is changed, suspended, withdrawn, discontinued, restricted, unavailable, or no longer available to the Supplier.
11.9 The Supplier is not responsible for the Reseller’s End User contracts, customer pricing, warranties, refunds, service levels, implementation promises, support commitments, legal compliance, tax obligations, privacy obligations, procurement obligations, or other obligations owed by the Reseller to an End User or third party.
11.10 The Supplier is not responsible for any Vendor act, omission, delay, suspension, refusal, withdrawal, discontinuance, outage, security incident, licence restriction, support failure, pricing change, renewal change, product change, or change to Vendor Terms, except to the extent caused by the Supplier’s own breach of this Agreement.
11.11 Unless expressly agreed in writing, the Supplier does not provide legal, tax, financial, regulatory, cybersecurity, accounting, procurement, or compliance advice to the Reseller or any End User.
12.1 The Supplier must provide support, maintenance, updates, patches, upgrades, service levels, technical assistance, troubleshooting, or escalation only to the extent expressly stated in Schedule 4, an Accepted Order, a Quote, Vendor Terms, End User Terms, or another written support arrangement approved by the Supplier.
12.2 Unless Schedule 4 states otherwise, the Reseller is responsible for first-level support to End Users.
12.3 Where support is provided or controlled by a Vendor, Vendor Terms apply. The Supplier may assist with Vendor escalation where available, but is not liable for Vendor delay, refusal, outage, unresolved issue, support failure, or platform failure except to the extent caused by the Supplier’s own breach of this Agreement.
12.4 Any service levels, response times, resolution targets, uptime commitments, support hours, maintenance commitments, service credits, or other support remedies apply only if expressly stated in Schedule 4, Vendor Terms, End User Terms, or another written agreement approved by the Supplier.
12.5 Unless expressly agreed in writing, support does not include issues caused by misuse, unauthorised use, unsupported systems, expired or unpaid Subscriptions, End User systems, third-party services, failure to apply updates, breach of this Agreement, breach of Vendor Terms or End User Terms, or matters outside the Supplier’s reasonable control.
12.6 The Supplier or Vendor may make updates, patches, fixes, upgrades, migrations, platform changes, feature changes, end-of-life notices, or end-of-support notices available or mandatory for the Products and Services.
12.7 The Supplier is not liable for loss, interruption, vulnerability, incompatibility, reduced functionality, security issue, or support limitation arising from the Reseller’s or End User’s failure to apply, install, accept, or permit required updates, patches, fixes, upgrades, migrations, or security changes.
12.8 The Reseller must provide information, access, logs, personnel, End User contacts, and records reasonably required for support, maintenance, troubleshooting, escalation, or investigation.
12.9 The Reseller must promptly notify the Supplier of any actual or suspected security vulnerability, unauthorised access, data breach, malware issue, credential compromise, misuse, or technical incident relating to the Products or Services.
12.10 The Supplier may suspend support, maintenance, updates, escalation, or access where permitted under clause 20, Schedule 4, Vendor Terms, End User Terms, or applicable law. Where practicable, the Supplier must limit the suspension to the affected Product, Service, support matter, End User, Order, or Subscription.
13.1 The Reseller may market and promote the Products and Services only in accordance with this Agreement, Schedule 5, Supplier instructions, Vendor Terms, End User Terms, approved materials, and applicable law.
13.2 The Reseller must use only product descriptions, marketing materials, technical materials, pricing materials, Documentation, screenshots, logos, trade marks, and other materials approved or supplied by the Supplier or the relevant Vendor.
13.3 The Reseller must comply with all brand guidelines, trade mark usage rules, marketing rules, advertising requirements, and publicity restrictions notified by the Supplier or any relevant Vendor.
13.4 The Reseller must not modify, alter, translate, rebrand, remove notices from, or create derivative versions of any Supplier or Vendor materials without the Supplier’s prior written consent and, where applicable, any required Vendor consent.
13.5 The Reseller may refer to the Supplier’s and Vendor’s names only to the extent necessary to market and resell the approved Products and Services under this Agreement.
13.6 The Reseller must not use any Supplier or Vendor name, logo, trade mark, business name, domain name, product name, branding, marketing material, or public reference in a way that:
(a) suggests ownership, endorsement, exclusivity, agency, partnership, franchise, certification, sponsorship, approval, or authority that has not been expressly granted in writing;
(b) creates confusion about the Reseller’s status or authority;
(c) is false, misleading, outdated, exaggerated, unauthorised, or unlawful; or
(d) breaches this Agreement, Vendor Terms, End User Terms, brand guidelines, or applicable law.
13.7 The Reseller is responsible for the accuracy of any customer-facing statement it gives about the Products, Services, Supplier, Vendors, pricing, discounts, Quotes, taxes, warranties, support, service levels, licensing, security, compliance status, suitability, refund rights, contractual terms, or relationship status.
13.8 The Reseller must not state that any pricing, discount, promotion, subsidy, warranty, support commitment, service level, approval, or commercial term is approved, guaranteed, fixed, or supported by the Supplier or any Vendor unless confirmed in writing.
13.9 The Reseller must not send commercial electronic communications in connection with the Products or Services unless it complies with applicable spam, privacy, electronic communications, and direct marketing laws, including requirements relating to consent, sender identification, contact details, and unsubscribe functionality.
13.10 The Reseller must not issue any press release, public announcement, media statement, public case study, customer announcement, website announcement, social media announcement, testimonial, logo use, customer reference, or similar public communication referring to the Supplier, any Vendor, any End User, this Agreement, or the Parties’ relationship without all required approvals from the Supplier, the relevant Vendor, and the relevant End User.
13.11 The Reseller must not register, use, purchase, control, or maintain any domain name, social media account, marketplace account, online handle, business name, trade mark, keyword advertisement, metatag, advertising term, or search term that uses or is confusingly similar to the name, logo, trade mark, product name, or branding of the Supplier or any Vendor without prior written consent.
13.12 The Supplier may require the Reseller to remove, correct, amend, withdraw, or stop using any marketing material, advertisement, website content, proposal, public statement, customer communication, logo use, trade mark use, or other material that the Supplier reasonably considers inaccurate, misleading, unauthorised, unlawful, inconsistent with this Agreement, or damaging to the Supplier or any Vendor.
13.13 Unless expressly agreed in writing, the Reseller is responsible for its own marketing, advertising, promotional, tender, proposal, sales, event, website, travel, and customer-acquisition costs.
13.14 If the Reseller participates in any Vendor marketing, partner, rebate, incentive, deal-registration, or promotional program, the Reseller must comply with all applicable program rules and provide accurate information. The Supplier is not liable for any Vendor refusal, withdrawal, delay, reduction, rejection, or clawback of any benefit except to the extent caused by the Supplier’s own breach of this Agreement.
14.1 All Intellectual Property Rights in or relating to the Products, Services, Software, Documentation, Supplier materials, Vendor materials, trade marks, logos, business names, product names, platforms, systems, tools, methods, processes, configurations, integrations, technical information, and related materials remain owned by the Supplier, the relevant Vendor, or their licensors.
14.2 Nothing in this Agreement transfers, assigns, sells, or grants to the Reseller or any End User any Intellectual Property Rights, except to the limited extent expressly permitted under this Agreement, applicable Vendor Terms, applicable End User Terms, or written approval issued by the Supplier.
14.3 Subject to this Agreement, the Supplier grants the Reseller a limited, revocable, non-exclusive, non-transferable right during the term of this Agreement to use Supplier-approved materials solely to market, promote, offer, and resell the approved Products and Services in the Territory.
14.4 Any use of Vendor materials, Vendor trade marks, Vendor logos, Vendor Documentation, Vendor technical materials, Vendor product information, or Vendor marketing materials is subject to applicable Vendor Terms, Vendor brand guidelines, and instructions notified by the Supplier or Vendor.
14.5 The Reseller must not, without the prior written consent of the Supplier and, where applicable, the relevant Vendor:
(a) copy, reproduce, modify, adapt, translate, distribute, publish, display, or create derivative works from Supplier materials, Vendor materials, Software, Documentation, or technical materials, except as expressly permitted under this Agreement;
(b) reverse engineer, decompile, disassemble, or attempt to derive source code, object code, algorithms, methods, processes, data structures, or underlying ideas from any Software or platform, except to the extent permitted by law and not lawfully excluded;
(c) remove, alter, obscure, or interfere with any copyright notice, trade mark notice, proprietary notice, licence notice, serial number, product identifier, or usage restriction;
(d) use Supplier or Vendor Intellectual Property Rights for any product, service, customer, territory, or purpose not approved under this Agreement; or
(e) permit any End User, contractor, agent, sub-reseller, or third party to do any of the above.
14.6 The Reseller retains ownership of its pre-existing Intellectual Property Rights in materials independently developed by the Reseller, provided those materials do not include, incorporate, modify, copy, or derive from Supplier materials, Vendor materials, Software, Documentation, Confidential Information, or Intellectual Property Rights of the Supplier, any Vendor, or any third party.
14.7 If the Reseller provides suggestions, ideas, comments, improvements, requests, recommendations, or other feedback relating to the Products, Services, Software, Supplier materials, Vendor materials, processes, systems, or business operations, the Supplier may use that feedback without restriction, payment, attribution, or obligation, provided the Supplier does not disclose the Reseller’s Confidential Information in breach of this Agreement.
14.8 The Reseller must not challenge, dispute, oppose, impair, or assist any person to challenge, dispute, oppose, or impair the ownership, validity, registration, enforceability, or use of any Intellectual Property Rights of the Supplier, any Vendor, or their licensors.
14.9 The Reseller must promptly notify the Supplier if it becomes aware of any actual or suspected infringement, misuse, unauthorised use, claim, demand, complaint, proceeding, or threat relating to Intellectual Property Rights connected with the Products or Services.
14.10 The Reseller must provide reasonable assistance requested by the Supplier in relation to the protection, enforcement, defence, investigation, or registration of Supplier or Vendor Intellectual Property Rights.
14.11 If the Supplier reasonably considers that any material used by the Reseller infringes, misuses, or may infringe or misuse Intellectual Property Rights, the Supplier may require the Reseller to stop using, remove, amend, destroy, return, or replace that material.
14.12 The Reseller is responsible for any claim, loss, liability, cost, or expense to the extent caused or contributed to by:
(a) the Reseller’s modification, combination, misuse, or unauthorised use of any Product, Service, Software, Documentation, Supplier material, or Vendor material;
(b) any unauthorised warranty, representation, marketing material, proposal, or customer communication;
(c) any breach of Vendor Terms, End User Terms, or this Agreement;
(d) any use of third-party materials without proper rights; or
(e) any act or omission by the Reseller that causes or contributes to an Intellectual Property Rights claim.
14.13 On expiry or termination of this Agreement, the Reseller must immediately stop using all Supplier and Vendor Intellectual Property Rights, including trade marks, logos, product names, Documentation, marketing materials, technical materials, Software access, licence keys, portals, and branding, except to the extent expressly required to complete an approved transition or permitted by the Supplier in writing.
14.14 On request by the Supplier, or on expiry or termination, the Reseller must return, delete, destroy, or permanently remove Supplier and Vendor materials containing Intellectual Property Rights, except to the extent retention is required by law.
14.15 This clause survives termination or expiry of this Agreement.
Confidentiality
15.1 Each Party must keep the other Party’s Confidential Information confidential and must not use, disclose, copy, publish, transmit, or make available that Confidential Information except as permitted by this Agreement.
15.2 A Party may use the other Party’s Confidential Information only to perform its obligations or exercise its rights under this Agreement.
15.3 Each Party must protect the other Party’s Confidential Information using at least reasonable care and reasonable administrative, technical, organisational, and security safeguards.
15.4 Confidential Information does not include information that the receiving Party can prove:
(a) is publicly available other than through breach of this Agreement;
(b) was lawfully known to the receiving Party before disclosure;
(c) was lawfully received from a third party without breach of confidentiality;
(d) was independently developed without use of or reference to the disclosing Party’s Confidential Information; or
(e) is approved for release in writing by the disclosing Party.
15.5 A Party may disclose Confidential Information:
(a) to its officers, employees, contractors, professional advisers, insurers, auditors, related bodies corporate, Vendors, service providers, financiers, or representatives who need to know the information for a permitted purpose and are subject to confidentiality obligations;
(b) where required by law, court order, regulator, government authority, stock exchange requirement, or lawful compulsory process; or
(c) where reasonably required to perform this Agreement, process Orders, provide support, manage compliance, manage disputes, protect rights, or enforce this Agreement.
15.6 Where disclosure is required under clause 15.5(b), the receiving Party must, to the extent legally permitted, give prompt notice to the disclosing Party, disclose only the minimum information required, and take reasonable steps to preserve confidentiality.
15.7 The Reseller must not disclose the terms of this Agreement, any Quote, pricing, discount, rebate, special condition, Vendor arrangement, or commercial term without the Supplier’s prior written consent, except as permitted under this clause.
15.8 Disclosure of Confidential Information does not transfer ownership of that information and does not grant any licence, assignment, interest, or right except as expressly stated in this Agreement.
Privacy and Data Protection
15.9 In this clause, Personal Information and sensitive information have the meanings given in the Privacy Act 1988 (Cth).
15.10 Each Party must comply with all applicable privacy, data protection, spam, electronic communications, data breach notification, confidentiality, and information-security laws in connection with this Agreement, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles to the extent they apply.
15.11 Each Party remains responsible for its own compliance with applicable privacy laws in relation to Personal Information it collects, uses, discloses, stores, handles, or controls in connection with this Agreement.
15.12 A Party may use Personal Information received under or in connection with this Agreement only for:
(a) performing this Agreement;
(b) processing Orders;
(c) activating, provisioning, renewing, supporting, maintaining, or administering Products and Services;
(d) managing End User accounts, licences, Subscriptions, and support requests;
(e) communicating with authorised contacts;
(f) verifying compliance;
(g) conducting security, fraud, sanctions, export-control, credit, audit, or compliance checks;
(h) managing disputes, complaints, claims, and legal rights;
(i) complying with applicable laws; or
(j) any other purpose expressly authorised under this Agreement or agreed in writing.
15.13 The Supplier may disclose relevant Confidential Information and Personal Information to Vendors, hosting providers, support providers, payment providers, professional advisers, insurers, auditors, contractors, related bodies corporate, and other service providers where reasonably required for order processing, licensing, activation, provisioning, support, renewals, compliance, audit, security, dispute resolution, or performance of this Agreement.
15.14 Where Personal Information may be disclosed, stored, accessed, or processed outside Australia, each Party must comply with any applicable privacy-law requirements relating to that disclosure.
15.15 The Reseller must ensure that it has all rights, notices, consents, permissions, and lawful authority required to collect, use, disclose, transfer, store, and provide Personal Information to the Supplier, Vendors, service providers, and other third parties involved in the activation, support, renewal, administration, or compliance management of the Products and Services.
15.16 The Reseller must ensure that each End User receives all privacy notices required by law before the Reseller provides the End User’s Personal Information to the Supplier or any Vendor.
15.17 The Reseller must take reasonable steps to ensure that all Personal Information it provides to the Supplier or any Vendor is accurate, complete, current, and not misleading.
15.18 The Reseller must provide only the Personal Information reasonably required for the relevant Order, Product, Service, licence, Subscription, activation, support, renewal, compliance check, or other lawful purpose under this Agreement.
15.19 The Reseller must not provide sensitive information to the Supplier unless the Supplier has expressly requested it, it is strictly necessary for the relevant Product or Service, the required consent has been obtained, and disclosure is permitted by law.
15.20 The Reseller must not use Personal Information received from or through the Supplier, Vendors, or End Users for direct marketing, email marketing, telemarketing, profiling, analytics, or unrelated commercial purposes unless permitted by law and expressly authorised under this Agreement or in writing by the Supplier.
Security Incidents and Data Breaches
15.21 Each Party must maintain reasonable administrative, technical, organisational, and security safeguards to protect Confidential Information and Personal Information against unauthorised access, use, disclosure, alteration, loss, destruction, misuse, interference, or compromise.
15.22 A Party must promptly notify the other Party, and within any specific period stated in Schedule 6, if it becomes aware of any actual or suspected unauthorised access, disclosure, loss, misuse, interference, compromise, or breach involving the other Party’s Confidential Information or Personal Information connected with this Agreement.
15.23 The Parties must reasonably cooperate in relation to any actual or suspected data breach, security incident, privacy complaint, regulatory inquiry, access request, correction request, deletion request, or other privacy-related matter connected with this Agreement.
15.24 Where a data incident may require notification under the Notifiable Data Breaches scheme or any other applicable law, the Parties must cooperate reasonably to assess the incident, contain the risk, preserve evidence, notify affected persons or regulators where required, and mitigate harm.
15.25 The Supplier is not responsible for any privacy breach, data breach, unauthorised access, loss, misuse, disclosure, or compromise arising from the Reseller’s systems, personnel, contractors, End User communications, customer contracts, marketing activities, or failure to comply with privacy laws, except to the extent caused by the Supplier’s own breach of this Agreement.
Return, Deletion, and Continuing Protection
15.26 On request by the disclosing Party, or on expiry or termination of this Agreement, the receiving Party must promptly return, delete, destroy, permanently remove, or permanently de-identify the disclosing Party’s Confidential Information or Personal Information in its possession or control, except to the extent retention is required by law, audit obligations, insurance requirements, dispute management, accounting requirements, this Agreement, or automatic backup systems.
15.27 Any retained Confidential Information or Personal Information remains subject to this clause for so long as it is retained and must not be actively used except for the limited purpose for which retention is permitted.
15.28 Each Party acknowledges that unauthorised use or disclosure of Confidential Information or Personal Information may cause serious harm for which monetary damages may not be an adequate remedy. The affected Party may seek urgent injunctive, equitable, or other relief for any actual or threatened breach of this clause.
15.29 This clause survives termination or expiry of this Agreement.
16.1 Each Party must comply with all laws, regulations, mandatory codes, licences, permits, approvals, and regulatory requirements that apply to its business and performance under this Agreement.
16.2 The Reseller must comply with all laws that apply to its marketing, promotion, resale, licensing, support, customer communications, handling of Products and Services, and dealings with End Users, including laws relating to consumer protection, competition and fair trading, privacy, spam and electronic communications, cybersecurity, sanctions, export control, import control, anti-bribery, anti-corruption, financial crime, tax, modern slavery where applicable, government procurement where applicable, and applicable industry-specific requirements.
16.3 The Reseller must not engage in misleading, deceptive, unconscionable, anti-competitive, or otherwise unlawful conduct in connection with the Products, Services, Supplier, Vendors, or End Users.
16.4 The Reseller is free to determine its own resale prices. Any recommended resale price, list price, suggested price, pricing guidance, discount, or promotion issued by the Supplier or a Vendor is non-binding. The Reseller must not represent that the Supplier or any Vendor requires, controls, fixes, or enforces a minimum resale price.
16.5 The Reseller must comply with all applicable sanctions, export-control, re-export-control, import-control, customs, trade-control, technology-transfer, and restricted-end-use laws.
16.6 The Reseller must not directly or indirectly market, sell, licence, provide access to, support, export, re-export, transfer, disclose, or make available any Product, Service, Software, technology, Documentation, licence key, hosted access, technical information, or support:
(a) to or for the benefit of any sanctioned, restricted, prohibited, or ineligible person, entity, jurisdiction, or end user;
(b) for any prohibited or restricted end use, including military, nuclear, chemical, biological, missile, surveillance, cyber-offensive, human-rights abuse, unlawful intelligence, or similar restricted purpose, where prohibited or restricted by law, Vendor Terms, End User Terms, or Supplier policy; or
(c) in a way that would breach sanctions, export-control, trade-control, Vendor, or legal requirements, or expose the Supplier or any Vendor to legal, regulatory, commercial, security, or reputational risk.
16.7 The Reseller must conduct reasonable screening and due diligence of End Users, transactions, territories, and intended use where required by law, Vendor Terms, End User Terms, Supplier policy, or the nature of the relevant Product or Service.
16.8 The Reseller must promptly provide information reasonably requested by the Supplier or any Vendor for sanctions, export-control, import-control, anti-bribery, fraud, tax, privacy, cybersecurity, credit, audit, or other compliance purposes.
16.9 The Reseller must not, directly or indirectly:
(a) offer, promise, give, request, agree to receive, or accept any bribe, kickback, secret commission, facilitation payment, improper payment, or improper advantage;
(b) improperly influence any public official, customer, Vendor, procurement officer, employee, contractor, agent, or third party;
(c) use any funds, gifts, hospitality, rebate, discount, commission, incentive, or benefit for an improper purpose;
(d) engage in fraud, corruption, money laundering, tax evasion, or dishonest conduct; or
(e) do anything that may cause the Supplier or any Vendor to breach anti-bribery, anti-corruption, procurement, sanctions, or financial-crime laws.
16.10 Where the Reseller deals with any government, public-sector, state-owned, education, health, defence, critical infrastructure, or regulated customer, the Reseller must comply with all applicable procurement rules, tender rules, probity requirements, conflict-of-interest rules, anti-bribery laws, security requirements, and customer-specific conditions.
16.11 The Reseller must promptly notify the Supplier of any actual, potential, or perceived conflict of interest that may affect the Reseller’s performance under this Agreement or any transaction involving the Products or Services.
16.12 The Reseller must comply with any applicable Vendor partner program, compliance program, certification requirement, training requirement, deal-registration rule, customer eligibility rule, government-customer rule, or supply-chain requirement notified by the Supplier or Vendor.
16.13 The Reseller must maintain accurate records sufficient to demonstrate compliance with this clause and must cooperate with any reasonable investigation, audit, inquiry, review, or information request by the Supplier, Vendor, regulator, law enforcement authority, or government authority.
16.14 The Reseller must promptly notify the Supplier if it becomes aware of any actual or suspected breach of this clause, applicable law, Vendor Terms, End User Terms, or any compliance requirement connected with the Products or Services.
16.15 The Reseller must not use any affiliate, contractor, agent, distributor, sub-reseller, marketplace, customer, intermediary, or third party to do anything that the Reseller is prohibited from doing under this Agreement.
16.16 Where the Supplier reasonably considers that a breach, suspected breach, failed check, missing information, or compliance risk affects any Order, Product, Service, licence, Subscription, support, renewal, access, End User, transaction, or Vendor arrangement, the Supplier may take action under clause 20 and, where justified, terminate under clause 21.
16.17 The Supplier is not required to give advance notice or disclose reasons where doing so may create legal, regulatory, sanctions, export-control, fraud, cybersecurity, privacy, Vendor, investigative, or compliance risk.
16.18 A serious, repeated, or unremedied breach of this clause is a material breach of this Agreement.
16.19 This clause survives termination or expiry of this Agreement to the extent necessary to manage compliance investigations, legal obligations, audit rights, regulatory inquiries, sanctions issues, export-control matters, accrued liabilities, and enforcement rights.
17.1 Each Party warrants that:
(a) it is validly incorporated, registered, or established under the laws applicable to it;
(b) it has power and authority to enter into and perform this Agreement;
(c) this Agreement constitutes legal, valid, and binding obligations on it;
(d) entering into and performing this Agreement does not breach any agreement, law, order, or obligation binding on it; and
(e) it will comply with all laws applicable to its performance of this Agreement.
17.2 The Supplier warrants that:
(a) it will use reasonable skill, care, and diligence in performing its obligations under this Agreement;
(b) it will use reasonable efforts to process Accepted Orders in accordance with this Agreement;
(c) it has the right to supply or arrange the supply of the Products and Services to the Reseller, subject to Vendor Terms, End User Terms, availability, payment, approval, and the restrictions in this Agreement;
(d) any Services performed directly by the Supplier will be performed with reasonable skill and care; and
(e) it will pass through available Vendor warranties, service commitments, support rights, maintenance rights, or remedies to the Reseller or End User to the extent the Supplier is legally and contractually permitted to do so.
17.3 The Reseller warrants that:
(a) it will market, promote, resell, and support the Products and Services in accordance with this Agreement;
(b) it will not make any false, misleading, deceptive, or unauthorised statement about the Products, Services, Supplier, or any Vendor;
(c) it will ensure that End Users accept all applicable Vendor Terms and End User Terms;
(d) it will not grant any rights to End Users beyond those authorised under this Agreement, Vendor Terms, or End User Terms;
(e) it will comply with all applicable consumer, privacy, competition, sanctions, export-control, anti-bribery, tax, and other laws;
(f) all information it provides to the Supplier or any Vendor will be accurate, complete, current, and not misleading; and
(g) it will maintain all licences, approvals, registrations, permits, insurance, and authorisations required to conduct its business and perform this Agreement.
17.4 The Reseller acknowledges that many Products and Services are supplied, licensed, hosted, supported, warranted, or controlled by Vendors. Any Product-specific warranty, service commitment, support commitment, uptime commitment, defect remedy, availability commitment, or other remedy is governed by the applicable Vendor Terms or End User Terms.
17.5 To the extent permitted by law, the Supplier’s responsibility for Vendor warranties, service commitments, support rights, maintenance rights, or remedies is limited to passing through the benefit of those rights to the Reseller or End User where the Supplier is legally and contractually permitted to do so.
17.6 The Supplier does not independently warrant any Vendor Product, Vendor Service, Software, SaaS product, hosted service, platform, licence, Subscription, update, patch, support service, or maintenance service supplied, owned, hosted, controlled, or supported by a Vendor, except to the extent expressly stated in this Agreement or required by law.
17.7 To the extent permitted by law, the Supplier does not warrant that any Software, SaaS product, hosted service, platform, licence, Subscription, integration, update, patch, or related Service will:
(a) be uninterrupted, error-free, secure, or continuously available;
(b) be compatible with any particular system, software, network, device, configuration, data, or environment;
(c) meet any particular business, technical, operational, security, legal, regulatory, or compliance requirement;
(d) be free from defects, vulnerabilities, malware, bugs, outages, or interruptions;
(e) continue to have the same features, functionality, integrations, pricing, support, or availability; or
(f) be suitable for any particular purpose unless expressly confirmed in writing by the Supplier.
17.8 The Reseller is responsible for assessing whether the Products and Services are suitable for its End Users’ requirements. The Supplier is not responsible for any selection, recommendation, configuration, implementation, deployment, or use decision made by the Reseller or an End User unless the Supplier expressly agrees in writing to provide those services.
17.9 The Reseller must not represent to any End User that any statement, demonstration, proposal, recommendation, forecast, description, or advice binds the Supplier unless it is expressly included in this Agreement, a Quote, Vendor Terms, End User Terms, or written material approved by the Supplier.
17.10 The Reseller must not give any warranty, guarantee, refund promise, performance commitment, service level, support commitment, implementation commitment, activation commitment, renewal commitment, compatibility statement, or suitability statement on behalf of the Supplier or any Vendor unless expressly authorised in writing.
17.11 Nothing in this Agreement excludes, restricts, or modifies any guarantee, warranty, condition, right, remedy, or liability that cannot lawfully be excluded, restricted, or modified under the Australian Consumer Law or any other applicable law.
17.12 Where the Supplier is permitted by law to limit its liability for breach of any guarantee, condition, warranty, or obligation, the Supplier’s liability is limited, at the Supplier’s option:
(a) for goods, including Software to the extent treated as goods under applicable law, to replacement of the goods, supply of equivalent goods, repair of the goods, payment of the cost of replacing the goods or acquiring equivalent goods, or payment of the cost of repairing the goods; and
(b) for services, to supplying the services again or payment of the cost of having the services supplied again.
17.13 The Reseller acknowledges that it acquires the Products and Services for resale, business use, commercial supply, or use as inventory in its business, and not wholly or predominantly for personal, domestic, or household use or consumption.
17.14 Clauses 17.12 and 17.13 do not exclude, restrict, or modify any non-excludable right, guarantee, remedy, or liability under the Australian Consumer Law or any other applicable law.
17.15 Subject to clauses 17.11 to 17.14, and to the extent permitted by law, all conditions, warranties, guarantees, representations, terms, and obligations that would otherwise be implied by law, statute, custom, trade, course of dealing, or otherwise are excluded.
17.16 The Reseller is responsible for all warranties, guarantees, representations, refunds, remedies, service commitments, support commitments, and obligations it provides or owes to End Users, except to the extent those obligations are expressly assumed by the Supplier in writing or cannot lawfully be excluded.
17.17 The Reseller must promptly notify the Supplier of any warranty claim, consumer-law claim, service claim, support claim, complaint, regulatory inquiry, defect allegation, or threatened claim relating to the Products or Services where the matter may affect the Supplier or any Vendor.
17.18 The Reseller must cooperate with the Supplier and any Vendor in relation to warranty claims, consumer-law claims, service issues, defect investigations, complaints, product withdrawals, and regulatory inquiries involving the Products or Services.
17.19 This clause survives termination or expiry of this Agreement to the extent necessary to deal with warranties, statutory rights, claims, complaints, accrued liabilities, and mandatory legal obligations.
18.1 The Reseller indemnifies the Supplier, its related bodies corporate, officers, employees, contractors, agents, Vendors, licensors, and representatives against any claim, loss, liability, damage, cost, expense, proceeding, penalty, fine, or demand, to the extent permitted by law and to the extent caused or contributed to by:
(a) the Reseller’s breach of this Agreement, Vendor Terms, End User Terms, or applicable law;
(b) any false, misleading, deceptive, incomplete, or unauthorised statement made by the Reseller;
(c) any unauthorised warranty, guarantee, refund promise, service level, support commitment, activation commitment, implementation commitment, renewal promise, customer term, or other commitment made by the Reseller;
(d) any End User claim arising from the Reseller’s contract, conduct, omission, communication, representation, pricing, invoice, support, implementation, or resale activity;
(e) the Reseller’s failure to obtain End User acceptance of applicable Vendor Terms or End User Terms;
(f) inaccurate, incomplete, outdated, or unlawful information provided by the Reseller;
(g) the Reseller’s misuse, modification, combination, unauthorised use, or unauthorised distribution of any Product, Service, Software, Documentation, Supplier material, or Vendor material;
(h) any Intellectual Property Rights claim caused or contributed to by the Reseller;
(i) any privacy breach, data breach, security incident, unauthorised access, or misuse of Personal Information caused or contributed to by the Reseller;
(j) any breach of sanctions, export-control, anti-bribery, anti-corruption, consumer, competition, tax, privacy, cybersecurity, procurement, or trade-control laws by the Reseller;
(k) any failure by the Reseller to pay taxes, duties, charges, withholding amounts, or other amounts for which the Reseller is responsible; or
(l) any act or omission of the Reseller’s officers, employees, contractors, agents, representatives, approved sub-resellers, or any person acting on behalf of the Reseller.
18.2 The Supplier may recover under clause 18.1 on its own behalf and on behalf of the other indemnified persons listed in clause 18.1.
18.3 Subject to clause 19, the Supplier indemnifies the Reseller against direct loss, liability, cost, or expense finally awarded by a court of competent jurisdiction or agreed in a settlement approved by the Supplier in writing, to the extent caused directly by:
(a) the Supplier’s fraud or wilful misconduct;
(b) the Supplier’s material breach of clause 15; or
(c) a third-party claim that Supplier-owned materials supplied by the Supplier to the Reseller under this Agreement infringe that third party’s Intellectual Property Rights.
18.4 The Supplier is not required to indemnify the Reseller to the extent the relevant claim, loss, liability, cost, or expense arises from or is contributed to by:
(a) the Reseller’s breach of this Agreement, Vendor Terms, or End User Terms;
(b) Vendor materials, Vendor products, Vendor software, Vendor platforms, Vendor documentation, or third-party materials;
(c) the Reseller’s unauthorised modification, combination, use, supply, or distribution of Products or Services;
(d) use of Supplier-owned materials outside the scope permitted under this Agreement;
(e) any Vendor act, omission, software defect, platform outage, licence restriction, suspension, withdrawal, or change;
(f) any End User act, omission, misuse, non-payment, or breach;
(g) any third-party product, service, system, software, data, network, hosting environment, or platform;
(h) any unauthorised representation, warranty, commitment, or customer term given by the Reseller; or
(i) any matter for which the Reseller is responsible under this Agreement.
18.5 A Party seeking indemnity must promptly notify the indemnifying Party of the claim, provide reasonable details, take reasonable steps to mitigate loss, not admit liability or settle the claim without the indemnifying Party’s prior written consent, and provide reasonable cooperation in defending, settling, or managing the claim.
18.6 A failure to give prompt notice under clause 18.5 reduces the indemnifying Party’s liability only to the extent the failure prejudices the indemnifying Party’s ability to defend, settle, or manage the claim.
18.7 The indemnifying Party may control the defence and settlement of a third-party claim, provided that it acts reasonably, keeps the indemnified Party informed, and does not settle in a way that imposes any admission of liability, ongoing obligation, payment obligation, restriction, or reputational harm on the indemnified Party without its written consent.
18.8 The Reseller must not settle, compromise, admit liability, or make any payment in relation to any claim that affects or may affect the Supplier, any Vendor, any Product, any Service, any Intellectual Property Rights, any licence, or any End User relationship without the Supplier’s prior written consent.
18.9 The Reseller’s liability under an indemnity is reduced to the extent the relevant loss, liability, cost, or expense is caused by the Supplier’s fraud, wilful misconduct, or material breach of this Agreement.
18.10 A Party must not recover the same loss more than once under this Agreement.
18.11 This clause survives termination or expiry of this Agreement.
19.1 This clause applies to all liability arising under or in connection with this Agreement, whether in contract, tort including negligence, statute, equity, indemnity, restitution, misrepresentation, breach of duty, or otherwise.
19.2 Nothing in this Agreement excludes, restricts, or modifies any right, guarantee, remedy, or liability that cannot lawfully be excluded, restricted, or modified under the Australian Consumer Law or any other applicable law.
19.3 Subject to clauses 19.2 and 19.9, the Supplier is not liable to the Reseller for any:
(a) indirect, consequential, special, exemplary, punitive, or incidental loss;
(b) loss of profit, revenue, anticipated savings, business opportunity, goodwill, reputation, contract, or business interruption;
(c) loss, corruption, deletion, or compromise of data, except to the extent directly caused by the Supplier’s breach of clause 15;
(d) End User claim, except to the extent expressly covered by the Supplier’s indemnity under clause 18.3;
(e) Vendor act, omission, outage, withdrawal, change, suspension, refusal, or failure;
(f) loss arising from the Reseller’s contracts, warranties, statements, pricing, support, implementation, or dealings with End Users; or
(g) loss arising from delay, non-availability, suspension, cancellation, discontinuance, withdrawal, activation failure, provisioning failure, or access restriction affecting any Product or Service, except to the extent caused by the Supplier’s material breach of this Agreement.
19.4 Subject to clause 19.2, the Supplier is not liable to the extent a claim, loss, liability, cost, expense, damage, delay, outage, defect, interruption, suspension, cancellation, withdrawal, discontinuance, price change, licensing change, support failure, security issue, data issue, or other matter is caused or contributed to by:
(a) any Vendor, hosting provider, platform provider, payment provider, or other third party;
(b) any End User act, omission, misuse, non-payment, breach, system failure, security incident, cancellation, non-renewal, refusal to accept terms, or dispute with the Reseller;
(c) the Reseller’s systems, websites, portals, customer contracts, marketing materials, support services, implementation services, professional services, personnel, contractors, cybersecurity controls, data handling, pricing, invoices, or customer communications; or
(d) failure to follow instructions, unauthorised use, misuse, breach of this Agreement, breach of Vendor Terms or End User Terms, failure to apply updates, patches, or security measures, or any matter outside the Supplier’s reasonable control.
19.5 Subject to clauses 19.2 and 19.9, the Supplier’s total aggregate liability to the Reseller arising under or in connection with this Agreement, including under any indemnity, is limited to the Supplier liability cap amount stated in Schedule 6.
19.6 If Schedule 6 does not state a Supplier liability cap amount, the Supplier’s total aggregate liability is limited to the total Fees paid by the Reseller to the Supplier for the affected Products or Services giving rise to the claim during the Supplier liability cap period stated in Schedule 6.
19.7 If Schedule 6 does not state a Supplier liability cap period, the Supplier liability cap period is 12 months before the date on which the claim arose.
19.8 If no Fees were paid for the affected Products or Services during the relevant Supplier liability cap period, the Supplier’s total aggregate liability is limited to the alternative cap stated in Schedule 6. If Schedule 6 does not state an alternative cap, the Supplier’s total aggregate liability is limited to AUD 1,000.
19.9 The limitations and exclusions in clauses 19.3 to 19.8 do not apply to liability arising from:
(a) fraud;
(b) wilful misconduct;
(c) personal injury or death caused by negligence;
(d) intentional misuse or unauthorised disclosure of Confidential Information;
(e) a privacy breach or data breach caused by the Supplier’s serious breach of clause 15; or
(f) liability that cannot lawfully be excluded or limited.
19.10 Nothing in this clause limits the Reseller’s liability for:
(a) Fees and other amounts payable under this Agreement;
(b) Orders submitted by or on behalf of the Reseller;
(c) fraud, wilful misconduct, or intentional unlawful conduct;
(d) unauthorised warranties, representations, commitments, or promises made by the Reseller;
(e) taxes, duties, charges, withholding amounts, and payment obligations for which the Reseller is responsible;
(f) breaches of Vendor Terms or End User Terms caused or contributed to by the Reseller;
(g) breaches of confidentiality, privacy, sanctions, export-control, anti-bribery, anti-corruption, or Intellectual Property Rights obligations; or
(h) indemnity obligations under clause 18 to the extent arising from the matters listed in this clause 19.10.
19.11 Each Party must take reasonable steps to mitigate any loss, liability, cost, expense, or damage arising under or in connection with this Agreement.
19.12 A Party must not recover the same loss more than once under this Agreement.
19.13 If Schedule 6 states a claim period, and subject to clause 19.2, the Reseller must not bring any claim against the Supplier arising under or in connection with this Agreement after the expiry of that claim period, calculated from the date the Reseller became aware, or ought reasonably to have become aware, of the event giving rise to the claim.
19.14 Clause 19.13 does not apply to any claim where applying that clause would be prohibited by law.
19.15 Where the same claim arises under this Agreement, a Quote, Accepted Order, Schedule, Vendor Terms, End User Terms, support arrangement, or other related document, the Reseller may recover only once for the same loss, and the liability limits in this clause apply to the Supplier’s total combined liability.
19.16 This clause survives termination or expiry of this Agreement.
20.1 The Supplier may, acting reasonably and to the extent permitted by law, suspend, restrict, withhold, delay, or disable any Order, activation, provisioning, licence, Subscription, renewal, support, maintenance, portal access, credit terms, or other access to Products or Services where permitted under this Agreement.
20.2 The Supplier may exercise its suspension rights where it reasonably considers that suspension is necessary due to:
(a) non-payment, exceeded credit limits, withdrawn credit terms, or increased credit risk;
(b) breach of this Agreement, Vendor Terms, or End User Terms by the Reseller or an End User;
(c) failure to provide required information, End User acceptance, Vendor approval, or compliance approval;
(d) suspected fraud, misuse, unauthorised access, licence abuse, security compromise, or unlawful conduct;
(e) legal, regulatory, sanctions, export-control, anti-bribery, privacy, cybersecurity, tax, consumer-law, competition-law, Vendor, or compliance concerns;
(f) Vendor suspension, restriction, withdrawal, delay, refusal, Product unavailability, end-of-life status, or support discontinuance;
(g) an actual or likely Insolvency Event affecting the Reseller; or
(h) a material risk to systems, data, Product integrity, legal compliance, Vendor supply rights, or End User access that cannot reasonably be managed without suspension.
20.3 The Supplier may suspend immediately and without prior notice where it reasonably considers that immediate action is required to protect the Supplier, any Vendor, any End User, any Product or Service, any system, network, data, Intellectual Property Rights, Confidential Information, Personal Information, or legal, regulatory, security, fraud, or compliance interest.
20.4 Where reasonably practicable, the Supplier must notify the Reseller of a suspension and the reason for it. The Supplier is not required to give notice or reasons where doing so may create legal, regulatory, security, sanctions, export-control, fraud, privacy, Vendor, investigative, or compliance risk.
20.5 Where practicable, the Supplier must limit suspension to the affected Order, Product, Service, licence, Subscription, support service, account, End User, territory, or access right without suspending the whole Agreement.
20.6 During any suspension:
(a) the Supplier is not required to accept or process Orders or activate, provision, renew, support, maintain, or make available the affected Product or Service;
(b) the Reseller must not market, sell, license, activate, renew, or support the affected Product or Service except as permitted by the Supplier in writing;
(c) End User access, support, maintenance, updates, renewals, and portal access may be restricted, delayed, suspended, disabled, or withheld; and
(d) the Reseller remains responsible for all payment obligations and accrued liabilities.
20.7 During any suspension, the Reseller must comply with reasonable Supplier instructions, stop unauthorised activity, preserve relevant records, protect Confidential Information, Personal Information, credentials, licence keys, and access details, cooperate with any investigation or remediation process, and notify affected End Users where required by the Supplier, Vendor Terms, End User Terms, or applicable law.
20.8 Subject to clause 19.2, the Supplier is not liable for any loss, cost, liability, claim, interruption, delay, loss of access, loss of revenue, loss of profit, customer claim, End User dispute, or other consequence arising from a suspension exercised in accordance with this Agreement.
20.9 The Supplier may reinstate suspended Orders, Products, Services, licences, Subscriptions, support, credit terms, or access if the Supplier is satisfied that the issue has been remedied and reinstatement is permitted by this Agreement, Vendor Terms, End User Terms, and applicable law.
20.10 The Supplier may make reinstatement subject to reasonable conditions, including payment of overdue amounts, payment in advance, revised credit terms, reinstatement fees, Vendor charges, administrative costs, updated End User information, Vendor approval, additional compliance checks, written undertakings, or revised support or renewal terms.
20.11 Suspension does not terminate this Agreement unless the Supplier gives written notice of termination under this Agreement and does not limit any other right or remedy of the Supplier, including the right to recover payment, charge interest, enforce indemnities, reject Orders, cancel Orders, withdraw credit, protect Intellectual Property Rights, notify Vendors, or terminate this Agreement.
21.1 This Agreement commences on the Effective Date and continues for the Initial Term stated in Schedule 6.
21.2 If no Initial Term is stated in Schedule 6, this Agreement continues until terminated in accordance with this Agreement.
21.3 If Schedule 6 provides for renewal, this Agreement renews for the renewal period stated in Schedule 6 unless either Party gives written notice of non-renewal at least the non-renewal notice period stated in Schedule 6 before the end of the then-current term.
21.4 If this Agreement continues after the Initial Term without formal renewal, it continues on the same terms unless varied in writing or terminated in accordance with this Agreement.
21.5 Either Party may terminate this Agreement for convenience by giving the other Party the termination for convenience notice stated for that Party in Schedule 6.
21.6 Termination for convenience does not affect any Accepted Order, active Subscription, renewal commitment, Vendor commitment, End User commitment, payment obligation, or other accrued obligation, unless cancellation is confirmed by the Supplier in writing or required by this Agreement, Vendor Terms, End User Terms, or law.
21.7 Either Party may terminate this Agreement by written notice if the other Party commits a material breach and:
(a) the breach is incapable of remedy;
(b) the breach is capable of remedy but is not remedied within the remedy period for material breach stated in Schedule 6 after written notice requiring remedy; or
(c) the breach is repeated, persistent, or serious enough to justify termination, having regard to the nature and consequences of the breach.
21.8 The Supplier may terminate this Agreement by written notice if the Reseller fails to pay any amount when due and does not remedy that failure within the remedy period for non-payment stated in Schedule 6 after written notice requiring payment.
21.9 The Supplier may terminate this Agreement immediately by written notice if the Reseller commits a serious, repeated, or irremediable breach involving reseller authority, Software licensing, Vendor Terms, End User Terms, Intellectual Property Rights, confidentiality, privacy, data protection, sanctions, export control, anti-bribery, legal compliance, unauthorised channels, unauthorised commitments, End User acceptance, Supplier or Vendor materials, fraud, dishonesty, misleading conduct, unlawful conduct, or conduct reasonably likely to materially prejudice the Supplier or any Vendor.
21.10 To the extent permitted by law, either Party may terminate this Agreement immediately by written notice if the other Party suffers an Insolvency Event.
21.11 The Supplier may terminate this Agreement, or terminate or restrict the Reseller’s right to resell any affected Product or Service, immediately or on written notice if:
(a) a Vendor terminates, suspends, restricts, or changes the Supplier’s right to supply, resell, support, maintain, activate, provision, or renew the relevant Product or Service;
(b) a Vendor requires the Supplier to terminate or restrict the Reseller’s appointment or resale rights;
(c) Vendor Terms change in a way that prevents or materially restricts continued resale;
(d) the Product or Service is withdrawn, discontinued, suspended, made end-of-life, or no longer available;
(e) the Reseller fails to satisfy any Vendor approval, certification, training, eligibility, or compliance requirement; or
(f) continued resale may place the Supplier in breach of Vendor Terms, Vendor requirements, applicable law, or any regulatory requirement.
21.12 Where practicable, the Supplier must limit any termination or restriction under clause 21.11 to the affected Product, Service, Accepted Order, Subscription, territory, End User, Vendor arrangement, support arrangement, or resale right, without terminating the whole Agreement.
21.13 After a notice of termination is given, the Supplier may refuse to accept new Orders, renewals, upgrades, or support requests from the Reseller.
21.14 During any termination notice period, the Supplier may suspend or restrict Orders, activation, renewal, support, credit, portal access, or resale rights where permitted under clause 20 or where reasonably necessary to protect the Supplier, a Vendor, End Users, or compliance interests.
21.15 Subject to applicable law, the Reseller is not entitled to compensation, damages, reimbursement, goodwill payment, lost profit, lost opportunity, customer value, pipeline value, termination payment, or similar amount merely because this Agreement expires or is terminated.
21.16 On expiry or termination, all rights granted to the Reseller cease, including any right to market, promote, offer, resell, license, activate, renew, or support the Products or Services, use Supplier or Vendor materials or branding, access Supplier or Vendor systems, represent itself as connected with the Supplier or any Vendor, or appoint any third party in connection with the Products or Services.
21.17 After expiry or termination, the Supplier may, acting reasonably, complete, cancel, suspend, transfer, or manage any Accepted Order or active Subscription where required to protect the Supplier, a Vendor, an End User, continuity of access, compliance, or payment recovery.
21.18 For any active Subscription that continues after expiry or termination:
(a) the Reseller remains responsible for all payment obligations;
(b) the Reseller must comply with all Vendor Terms and End User Terms;
(c) the Reseller must provide information reasonably required for administration, renewal, migration, support, audit, or compliance;
(d) the Supplier may require the Reseller to assist with transition to the Supplier, a Vendor, or another authorised reseller;
(e) the Supplier may restrict the Reseller’s role to administration of existing Subscriptions only; and
(f) no new resale rights arise merely because an active Subscription continues.
21.19 After expiry or termination, the Reseller must not submit new Orders, accept new End User commitments, promise renewals, activate new licences, extend Subscriptions, or create new customer obligations relating to the Products or Services unless the Supplier gives prior written approval.
21.20 On expiry or termination, the Reseller must immediately pay all amounts due or accrued under this Agreement, including unpaid invoices, Fees for Accepted Orders, committed Subscription Fees, renewal charges, Vendor charges, cancellation charges, support and maintenance charges, taxes, duties, interest, recovery costs, and any other amount payable under this Agreement.
21.21 On expiry or termination, the Reseller must promptly return, delete, destroy, permanently remove, or stop using Supplier and Vendor materials in its possession or control, including Confidential Information, Personal Information subject to clause 15, Documentation, marketing materials, technical materials, price lists, product information, licence keys, activation details, access credentials, portal information, training materials, names, trade marks, logos, branding, reseller status references, and copies or extracts of those materials.
21.22 The Reseller may retain copies only to the extent required by law, audit obligations, insurance obligations, accounting requirements, dispute management, or mandatory record-retention obligations. Any retained material remains subject to this Agreement.
21.23 The Reseller must provide reasonable assistance requested by the Supplier to transition affected End Users, Accepted Orders, Subscriptions, licences, support matters, renewals, records, and customer information to the Supplier, a Vendor, or another authorised reseller.
21.24 After expiry or termination, the Reseller must not interfere with, obstruct, delay, or prevent End User access to valid Products or Services, renewal, migration, transfer of Subscriptions, Supplier or Vendor support, customer transition, licence administration, compliance checks, audit activities, or the Supplier’s or Vendor’s lawful dealings with End Users.
21.25 Expiry or termination does not affect any accrued right, remedy, claim, liability, payment obligation, indemnity, confidentiality obligation, privacy obligation, audit right, compliance obligation, or restriction that arose before expiry or termination.
21.26 This clause survives termination or expiry of this Agreement.
22.1 The Reseller must maintain complete, accurate, current, and auditable records relating to its performance under this Agreement.
22.2 The Reseller’s records must include, where applicable:
(a) Orders, Accepted Orders, Quotes, invoices, and End User billing records;
(b) End User names, contact details, locations, territories, and Products or Services supplied;
(c) licence quantities, licence types, Subscription start dates, Subscription end dates, renewals, cancellations, upgrades, downgrades, and support entitlements;
(d) support requests, customer communications, complaints, and disputes relating to the Products or Services;
(e) End User acceptance of Vendor Terms and End User Terms;
(f) sales reports, compliance checks, sanctions and export-control records, privacy and consent records, and marketing approvals;
(g) use of Supplier or Vendor materials; and
(h) other records reasonably required to verify compliance with this Agreement.
22.3 The Reseller must retain records required under this Agreement for at least 7 years after the relevant Order, renewal, cancellation, expiry, or termination, unless a longer period is required by law, Vendor Terms, End User Terms, or Schedule 6.
22.4 The Reseller must provide reports reasonably requested by the Supplier in relation to sales activity, active End Users, active Subscriptions, licence quantities, renewals, cancellations, support matters, End User complaints, Vendor Terms and End User Terms acceptance, compliance matters, audit matters, and other matters reasonably connected with this Agreement.
22.5 If required by the Supplier or stated in Schedule 6, the Reseller must provide regular sales reports in the form and frequency reasonably required by the Supplier.
22.6 The Reseller warrants that all reports, records, declarations, and information provided to the Supplier or any Vendor are accurate, complete, current, and not misleading.
22.7 The Supplier may audit the Reseller’s relevant records, systems, processes, and compliance where reasonably required to verify Orders, sales activity, payment obligations, pricing, licence compliance, Subscription compliance, End User acceptance, use of Supplier or Vendor materials, Territory compliance, support obligations, legal compliance, or regulatory compliance.
22.8 Where a Vendor has audit, reporting, verification, licence-review, compliance-review, or information-request rights under Vendor Terms, the Reseller must cooperate with the Supplier and the Vendor to satisfy those requirements.
22.9 Except in cases of suspected fraud, unlawful conduct, security risk, privacy breach, licence misuse, breach of Vendor Terms, or urgent compliance concern, the Supplier must give the Reseller reasonable notice before conducting an audit.
22.10 Any audit must be reasonable in scope, conducted during normal business hours where practicable, and limited to information relevant to this Agreement.
22.11 An audit may be conducted by written information request, document review, licence reconciliation, sales report review, system access review, remote meeting, Vendor audit process, third-party auditor appointed by the Supplier or Vendor, or another reasonable audit method.
22.12 The Reseller must cooperate with any audit and promptly provide access to relevant records, personnel, systems, reports, licences, customer information, compliance records, and other information reasonably requested by the Supplier or Vendor.
22.13 The Supplier must conduct audits in a manner that reasonably protects the Reseller’s Confidential Information, Personal Information, and commercially sensitive information, except where disclosure is required to a Vendor, auditor, regulator, court, government authority, professional adviser, or as otherwise permitted under this Agreement.
22.14 Nothing in this clause requires a Party to disclose legally privileged material, except to the extent disclosure is required by law or the privilege has been waived.
22.15 Each Party bears its own audit costs unless the audit identifies a material breach, underpayment, licence misuse, unauthorised sale, false report, or material non-compliance by the Reseller. In that case, the Reseller must reimburse the Supplier for reasonable audit costs.
22.16 If an audit identifies any underpayment, unpaid Fees, incorrect discount, improper rebate, unpaid renewal, unpaid Subscription charge, unpaid Vendor charge, licence overuse, unauthorised use, excessive user counts, unlicensed users, expired use, use outside the Territory, use outside the approved licence scope, or breach of Vendor Terms or End User Terms, the Reseller must promptly pay all applicable additional Fees, correct the non-compliance, procure required End User compliance, suspend or terminate unauthorised access where required, provide evidence of remediation, and cooperate with any further investigation.
22.17 If the Supplier reasonably considers that any record, report, declaration, or information provided by the Reseller is false, incomplete, inaccurate, outdated, or misleading, the Supplier may require the Reseller to correct the information and provide supporting evidence.
22.18 If the Reseller fails to provide required records, reports, or audit cooperation, the Supplier may take action under clause 20, withhold rebates, discounts, or special pricing, notify the relevant Vendor, require payment in advance, and treat the failure as a material breach.
22.19 Before taking action under clause 22.18, the Supplier must give the Reseller a reasonable opportunity to provide the required records, reports, or audit cooperation, unless the Supplier reasonably considers that delay may create legal, regulatory, Vendor, security, fraud, privacy, licence-compliance, or commercial risk.
22.20 The Reseller must promptly provide records and information reasonably required by the Supplier to respond to any regulator, court, government authority, law enforcement body, Vendor, auditor, insurer, or professional adviser in connection with this Agreement.
22.21 This clause survives termination or expiry of this Agreement.
23.1 A Party is not liable for delay or failure to perform an obligation under this Agreement to the extent the delay or failure is caused by a Force Majeure Event.
23.2 A Force Majeure Event means an event or circumstance beyond the reasonable control of the affected Party, including:
(a) fire, flood, storm, earthquake, explosion, natural disaster, epidemic, pandemic, or public health emergency;
(b) war, terrorism, civil unrest, riot, sabotage, or armed conflict;
(c) industrial action, strike, lockout, labour shortage, or supply-chain disruption, except where limited to the affected Party’s own workforce and reasonably preventable;
(d) failure, delay, or disruption of telecommunications, internet, cloud infrastructure, hosting services, data centres, electricity, utilities, or other technology infrastructure;
(e) cyberattack, denial-of-service attack, malware event, security incident, or system compromise, provided the event was not caused by the affected Party’s failure to take reasonable security measures;
(f) Vendor delay, Vendor outage, Vendor suspension, Vendor withdrawal, Vendor platform failure, Vendor licence restriction, Vendor supply-chain disruption, or Vendor inability to provide access, to the extent beyond the Supplier’s reasonable control;
(g) government action, change in law, sanctions, export-control restriction, import restriction, regulatory direction, court order, or lawful authority requirement; or
(h) shortage or unavailability of Products, Services, Software, licences, Subscriptions, hosting, support, platforms, or third-party services, to the extent beyond the affected Party’s reasonable control.
23.3 A Force Majeure Event does not include lack of funds, inability to pay, failure by an End User to pay the Reseller, changes in market conditions, loss of profit, failure to obtain internal approvals, or any delay caused by the affected Party’s negligence, wilful misconduct, breach of this Agreement, or failure to take reasonable preventive steps.
23.4 A Force Majeure Event does not excuse, suspend, or delay the Reseller’s obligation to pay any amount due under this Agreement, except where the Force Majeure Event prevents the operation of banking or payment systems generally.
23.5 The affected Party must notify the other Party as soon as reasonably practicable after becoming aware of the Force Majeure Event and must take reasonable steps to minimise its effect.
23.6 The affected obligations are suspended only for the period and to the extent that performance is prevented or delayed by the Force Majeure Event.
23.7 During a Force Majeure Event, the Supplier may delay, suspend, allocate, substitute, or cancel affected Orders, activation, provisioning, renewal, support, maintenance, or access where reasonably necessary due to the Force Majeure Event.
23.8 Where practicable, any action under clause 23.7 must be limited to the affected Order, Product, Service, Subscription, activation, provisioning, renewal, support, maintenance, End User, Vendor arrangement, or part of the Agreement.
23.9 Where a Force Majeure Event affects a Vendor, hosting provider, cloud provider, platform provider, payment provider, or other third party involved in providing the Products or Services, the Supplier’s obligations are suspended to the extent the Supplier’s performance depends on that third party.
23.10 The Supplier is not required to procure alternative products, services, licences, Subscriptions, hosting, support, platforms, or third-party services at unreasonable cost or on commercially unreasonable terms.
23.11 If a Force Majeure Event continues for more than the force majeure termination period stated in Schedule 6, or 60 consecutive days if no period is stated, and materially prevents performance, either Party may terminate the affected Order, Product, Service, Subscription, or affected part of this Agreement by written notice.
23.12 A Party may terminate the whole Agreement under clause 23.11 only where the Force Majeure Event materially prevents performance of substantially all of the affected Party’s obligations under this Agreement.
23.13 Termination, suspension, delay, or cancellation caused by a Force Majeure Event does not affect any accrued rights, payment obligations, confidentiality obligations, privacy obligations, compliance obligations, audit obligations, indemnities, or liabilities that arose before the Force Majeure Event or before termination.
24.1 Any notice, consent, approval, request, demand, termination notice, breach notice, dispute notice, indemnity claim, audit notice, or other formal communication under this Agreement must be in writing.
24.2 A notice may be given by hand delivery, prepaid post, courier, email, or any other method expressly agreed by the Parties in writing.
24.3 A notice must be sent to the registered office address stated in clause 1, the notice details stated in Schedule 6, or any updated notice details notified by a Party under this clause.
24.4 A Party may change its notice details by giving written notice to the other Party. The change takes effect 2 Business Days after the notice is received, unless a later date is stated in the notice.
24.5 A notice is deemed received:
(a) if delivered by hand, when delivered to the recipient’s address;
(b) if sent by prepaid post within Australia, 5 Business Days after posting;
(c) if sent by courier, when the courier records delivery to the recipient’s address; and
(d) if sent by email, when the email becomes capable of being retrieved at the recipient’s nominated email address, unless the sender receives an automated delivery failure notice or other notice that the email was not delivered.
24.6 If deemed receipt occurs after 5:00 pm Sydney time or on a day that is not a Business Day, the notice is deemed received at 9:00 am Sydney time on the next Business Day.
24.7 Routine operational communications, including Order processing, support requests, renewal reminders, pricing updates, activation updates, provisioning updates, and account communications, may be sent by email, portal notice, Vendor system notification, or any other ordinary business communication method used by the Supplier.
24.8 A Party is responsible for maintaining current notice details. If a Party fails to notify updated details, a notice sent to the last notified details is effective.
24.9 This clause does not apply to service of court documents or legal proceedings unless permitted by applicable court rules or law.
25.1 The Reseller must not assign, novate, transfer, declare a trust over, charge, encumber, or otherwise deal with any right, benefit, interest, obligation, or liability under this Agreement without the Supplier’s prior written consent.
25.2 The Supplier may withhold consent where it reasonably considers that the proposed assignment, novation, transfer, or other dealing may create legal, commercial, credit, operational, security, privacy, Vendor, sanctions, export-control, or compliance risk.
25.3 The Supplier may assign, novate, transfer, subcontract, or otherwise deal with any right, benefit, interest, obligation, or liability under this Agreement to:
(a) a related body corporate within the meaning of the Corporations Act 2001 (Cth);
(b) a purchaser of all or part of the Supplier’s business or assets;
(c) a successor entity following merger, restructure, sale, or corporate reorganisation;
(d) a financier, insurer, or professional adviser for financing, insurance, enforcement, or risk-management purposes; or
(e) another third party, provided the dealing does not materially reduce the Reseller’s rights, materially increase the Reseller’s obligations, or materially increase confidentiality, privacy, security, operational, Vendor, sanctions, export-control, or compliance risk for the Reseller.
25.4 Where practicable, the Supplier must notify the Reseller of any assignment, novation, transfer, or dealing under clause 25.3 that materially affects the Reseller’s rights or obligations.
25.5 The Reseller must sign documents and do all things reasonably required by the Supplier to give effect to any assignment, novation, transfer, or other dealing permitted under clause 25.3, provided this does not materially increase the Reseller’s obligations without its consent.
25.6 The Supplier may subcontract any part of its obligations under this Agreement to Vendors, service providers, hosting providers, support providers, payment providers, professional advisers, contractors, related bodies corporate, or other third parties.
25.7 The Supplier remains responsible for the performance of its obligations where it uses subcontractors, except to the extent this Agreement limits the Supplier’s responsibility for Vendors, hosting providers, platform providers, payment providers, and other third parties.
25.8 The Reseller may use employees, contractors, and professional advisers for ordinary internal business, administration, sales support, accounting, legal, tax, and technical support purposes, provided that the Reseller remains responsible for their acts and omissions and ensures that they comply with confidentiality, privacy, security, Intellectual Property Rights, and Vendor-related restrictions under this Agreement.
25.9 The Reseller must not appoint, engage, authorise, or permit any sub-reseller, distributor, agent, marketplace, platform, broker, channel partner, or other third party to market, promote, offer, resell, license, activate, renew, support, or make available the Products or Services without the Supplier’s prior written consent.
25.10 If the Supplier approves a sub-reseller or other third party in writing:
(a) the Reseller remains fully responsible for that person’s acts and omissions;
(b) the Reseller must ensure that the person complies with this Agreement, Vendor Terms, End User Terms, and applicable law;
(c) the Reseller must ensure that the person receives no greater rights than the Reseller has under this Agreement;
(d) the Reseller must ensure that the person protects Confidential Information, Personal Information, Intellectual Property Rights, licence keys, credentials, and customer information; and
(e) the Supplier may withdraw approval where legal, Vendor, commercial, security, privacy, sanctions, export-control, or compliance concerns arise.
25.11 The Reseller must notify the Supplier in writing before any material change of control. If prior notice is not legally or practically possible, the Reseller must notify the Supplier as soon as practicable after becoming aware of the change of control.
25.12 If the Reseller undergoes a change of control, the Supplier may require updated credit, compliance, ownership, security, tax, and business information, suspend credit terms, require payment in advance, require Vendor approval, review continuing eligibility, restrict Orders, renewals, activations, or support, or terminate this Agreement if the Supplier reasonably considers that the change creates legal, commercial, credit, security, privacy, Vendor, sanctions, export-control, or compliance risk.
25.13 Change of control means a material change in the direct or indirect ownership, control, voting power, management control, beneficial ownership, or effective control of the Reseller.
25.14 Any assignment, novation, transfer, subcontracting, approval of a sub-reseller, or change of control does not release the Reseller from any liability or obligation accrued before the effective date of that event unless the Supplier expressly agrees in writing.
26.1 This clause applies to any dispute, controversy, claim, or disagreement arising out of or connected with this Agreement, including any dispute about its formation, interpretation, performance, breach, termination, validity, or enforceability.
26.2 A Party claiming that a dispute has arisen must give written notice to the other Party stating the nature of the dispute, the relevant facts, the outcome sought, any urgent issues, and the contact details of the person authorised to deal with the dispute.
26.3 The Parties must use reasonable efforts to resolve the dispute through good-faith negotiations between their nominated representatives.
26.4 If the dispute is not resolved within 10 Business Days after the dispute notice is received, either Party may require the dispute to be escalated to senior representatives with authority to resolve it.
26.5 The senior representatives must meet within the senior representative escalation period stated in Schedule 6 or, if no period is stated, within 10 Business Days after escalation, unless the Parties agree another timeframe.
26.6 If the dispute is not resolved within 20 Business Days after escalation, either Party may refer the dispute to mediation.
26.7 The mediator must be agreed by the Parties. If the Parties cannot agree on a mediator within 5 Business Days after referral to mediation, the mediator must be appointed by the mediation appointing body stated in Schedule 6 or, if no body is stated, by Resolution Institute.
26.8 The mediation must be conducted in the mediation location stated in Schedule 6 or, if no location is stated, in New South Wales, Australia. The mediation must be conducted in English, confidentially, and in accordance with the rules agreed by the Parties or, if no rules are agreed, as directed by the mediator.
26.9 Each Party must bear its own costs of the mediation and share the mediator’s fees equally, unless agreed otherwise.
26.10 Each Party must ensure that its representative attending mediation has authority to settle the dispute or direct access to a person with that authority.
26.11 Subject to clause 26.12, a Party must not commence court or tribunal proceedings in relation to a dispute unless it has first complied with clauses 26.2 to 26.10.
26.12 Nothing in this clause prevents a Party from commencing proceedings or taking action at any time for:
(a) urgent injunctive, declaratory, equitable, protective, or interim relief;
(b) protection of Confidential Information, Personal Information, Intellectual Property Rights, systems, data, licence keys, credentials, or access rights;
(c) recovery of unpaid amounts;
(d) suspension or termination where permitted under this Agreement;
(e) compliance with sanctions, export-control, privacy, cybersecurity, regulatory, legal, or Vendor obligations;
(f) preservation of evidence; or
(g) any other urgent matter where delay may cause serious harm.
26.13 Unless the Supplier has suspended performance under this Agreement, performance is unlawful, this Agreement has been terminated, or the relevant obligation is genuinely affected by the dispute, each Party must continue performing its obligations while the dispute is being resolved.
26.14 The Reseller must continue to pay all undisputed amounts when due. A dispute does not entitle the Reseller to withhold, delay, set off, or reduce payment of any undisputed amount.
26.15 All negotiations, discussions, documents, offers, admissions, settlement proposals, mediation communications, and information exchanged for the purpose of resolving a dispute are confidential and must not be disclosed except:
(a) with the other Party’s consent;
(b) to advisers, insurers, auditors, representatives, or personnel who need to know;
(c) as required by law, court order, regulator, or government authority;
(d) to enforce a settlement or legal right; or
(e) in court proceedings after the dispute-resolution process has ended.
26.16 Any settlement of a dispute must be recorded in writing and signed by authorised representatives of both Parties before it is binding.
26.17 Participation in dispute resolution does not waive any right, remedy, claim, defence, privilege, confidentiality obligation, or legal position of either Party.
26.18 This Agreement is governed by the laws of New South Wales, Australia.
26.19 Each Party submits to the non-exclusive jurisdiction of the courts of New South Wales, Australia, and any courts entitled to hear appeals from those courts.
26.20 Each Party waives any objection to proceedings being brought in those courts, including any objection based on inconvenience, forum, venue, residence, place of business, or place where any obligation is performed.
26.21 A Party may enforce a judgment, order, injunction, settlement, or other enforceable right in any jurisdiction where the other Party has assets, carries on business, or may otherwise be subject to enforcement.
26.22 Nothing in this clause limits the application of any mandatory law that cannot be excluded, restricted, or modified by agreement.
26.23 This clause survives termination or expiry of this Agreement.
27.1 This Agreement consists of:
(a) the main body of this Agreement;
(b) the Schedules;
(c) any Quote accepted by the Reseller and approved by the Supplier;
(d) any Accepted Order;
(e) any applicable Vendor Terms;
(f) any applicable End User Terms; and
(g) any Supplier policies, procedures, or requirements expressly incorporated by reference, notified to the Reseller under this Agreement, or validly updated under clause 28.
27.2 If there is any inconsistency between the documents forming this Agreement, the following order of priority applies, unless the relevant document expressly states otherwise and the Supplier has approved that position in writing:
(a) Schedule 6, Special Conditions;
(b) the transaction-specific commercial terms of the applicable Quote accepted by the Reseller and approved by the Supplier;
(c) the transaction-specific commercial terms of the applicable Accepted Order;
(d) the main body of this Agreement;
(e) Schedule 1, Products, Services, Territory, and Restrictions;
(f) Schedule 2, Pricing, Discounts, Payment, and Credit Terms;
(g) Schedule 3, Vendor Terms and End User Terms;
(h) Schedule 4, Support, Maintenance, and Service Levels;
(i) Schedule 5, Branding, Marketing, and Publicity Approvals;
(j) Supplier policies, procedures, and requirements; and
(k) any other document expressly incorporated by reference.
27.3 The priority given to a Quote or Accepted Order under clause 27.2 applies only to transaction-specific commercial terms, including Products, Services, quantities, licence type, Subscription period, End User details, pricing, activation method, provisioning method, support scope, and other transaction-specific details.
27.4 An Accepted Order, Quote, purchase order, portal submission, email instruction, or similar transaction document does not amend this Agreement unless the Supplier expressly states in writing that it varies a specific clause of this Agreement.
27.5 Subject to clauses 17.11 and 19.2, Vendor Terms and End User Terms prevail in relation to the use, access, licensing, hosting, support, maintenance, renewal, suspension, cancellation, security, acceptable use, and technical operation of the relevant Product or Service, except to the extent this Agreement imposes stricter obligations on the Reseller.
27.6 Vendor Terms and End User Terms do not override the Reseller’s payment obligations, indemnities, confidentiality obligations, privacy obligations, audit obligations, compliance obligations, or restrictions under this Agreement unless the Supplier expressly agrees otherwise in writing.
27.7 Product-specific terms, licence terms, SaaS terms, support terms, maintenance terms, service levels, acceptable use terms, and Vendor restrictions apply to the relevant Product or Service and prevail over general terms dealing with the same subject matter, unless the Supplier expressly states otherwise in writing.
27.8 Any purchase order, procurement document, ordering form, portal submission, email instruction, or similar document issued by the Reseller is used for administrative purposes only. Any terms included in, attached to, referenced by, or linked to that document do not apply and do not amend this Agreement unless expressly accepted in writing by the Supplier.
27.9 Any terms between the Reseller and an End User do not bind the Supplier or any Vendor unless the Supplier or Vendor expressly agrees in writing.
27.10 The Reseller must ensure that its terms with End Users do not conflict with this Agreement, Vendor Terms, or End User Terms.
27.11 This clause survives termination or expiry of this Agreement to the extent necessary to determine rights, obligations, liabilities, payment obligations, Vendor Terms, End User Terms, dispute issues, and accrued obligations.
28.1 This Agreement contains the entire agreement between the Parties in relation to its subject matter and supersedes all prior negotiations, discussions, representations, proposals, arrangements, understandings, and agreements, whether oral or written, relating to that subject matter.
28.2 Each Party acknowledges that, in entering into this Agreement, it has not relied on any statement, representation, warranty, promise, forecast, estimate, or assurance except those expressly set out in this Agreement.
28.3 Nothing in this Agreement excludes or limits liability for fraud, fraudulent misrepresentation, wilful misconduct, or any right, guarantee, remedy, or liability that cannot lawfully be excluded or limited.
28.4 This Agreement may be varied only by written agreement signed by authorised representatives of both Parties, except where this Agreement expressly permits an update by notice.
28.5 Supplier policies, procedures, portal rules, security requirements, ordering requirements, support processes, compliance requirements, Vendor Terms, and End User Terms may be updated from time to time where the update is permitted by this Agreement, the relevant Vendor Terms, or applicable law.
28.6 An update under clause 28.5 applies from the date notified by the Supplier or Vendor, or any later date stated in the update, provided the update is relevant to the Products, Services, Orders, Subscriptions, support, security, compliance, Vendor requirements, or Reseller activities.
28.7 Where practicable, the Supplier must give reasonable notice of a material update under clause 28.5, unless the update is required by Vendor Terms, End User Terms, applicable law, security requirements, compliance requirements, or an urgent operational issue.
28.8 An update under clause 28.5 must not retrospectively amend an Accepted Order or impose new material payment obligations on the Reseller for an Accepted Order, except to the extent required by Vendor Terms, End User Terms, applicable law, tax changes, third-party charges outside the Supplier’s reasonable control, or the Reseller’s written agreement.
28.9 An update under clause 28.5 must not amend the main body of this Agreement, the liability cap, indemnities, termination rights, dispute resolution clause, governing law, payment terms, exclusivity status, Territory, or any Special Condition, unless the amendment is made by written agreement signed by authorised representatives of both Parties or is expressly required by applicable law.
28.10 The Supplier’s acceptance of an Order, processing of a purchase order, supply of Products or Services, or failure to object to inconsistent terms does not waive clause 27 and does not mean that the Supplier accepts any inconsistent terms.
28.11 A waiver is effective only if it is in writing and signed by the Party giving the waiver.
28.12 A failure or delay by a Party to exercise any right, power, or remedy does not operate as a waiver.
28.13 A single or partial exercise of a right, power, or remedy does not prevent any further exercise of that right, power, or remedy.
28.14 The rights, powers, and remedies provided under this Agreement are cumulative and do not exclude any rights, powers, or remedies provided by law, equity, or statute, except to the extent expressly stated in this Agreement.
28.15 If any provision of this Agreement is invalid, illegal, void, or unenforceable in any jurisdiction, that provision must be read down to the minimum extent necessary to make it valid and enforceable.
28.16 If the provision cannot be read down, it must be severed in that jurisdiction to the extent of the invalidity or unenforceability. The remaining provisions continue in full force and effect.
28.17 Each Party must, at its own cost unless otherwise stated in this Agreement, do all things and sign all documents reasonably required to give effect to this Agreement and perform its obligations under it.
28.18 Each Party must pay its own costs of negotiating, preparing, reviewing, signing, and performing this Agreement, unless this Agreement states otherwise.
28.19 The Reseller must pay any stamp duty, registration fee, filing fee, tax, charge, or similar amount payable in connection with this Agreement or any transaction under it, except to the extent the law requires otherwise.
28.20 The rights and obligations of the Parties do not merge on completion, activation, provisioning, payment, expiry, or termination of this Agreement.
28.21 Except where this Agreement expressly states otherwise, a person who is not a Party has no right to enforce this Agreement.
28.22 Nothing in this Agreement limits any right, remedy, restriction, or protection available to a Vendor under Vendor Terms, End User Terms, or applicable law.
28.23 Time is of the essence for the Reseller’s payment obligations and any obligation stated to be time-critical. For all other obligations, time is not of the essence unless expressly stated.
28.24 If any act must be done on a day that is not a Business Day, the act must be done on the next Business Day.
28.25 Where this Agreement requires the Supplier’s approval or consent, the Supplier may give, withhold, or condition that approval or consent acting reasonably, except where this Agreement expressly gives the Supplier an absolute discretion.
28.26 Where the Supplier has an absolute discretion, the Supplier must not exercise that discretion arbitrarily, capriciously, or for an improper purpose.
28.27 This Agreement must not be interpreted against a Party merely because that Party, or its legal adviser, prepared or proposed the Agreement or any part of it.
28.28 Expiry or termination of this Agreement does not affect any accrued right, liability, claim, payment obligation, indemnity, confidentiality obligation, privacy obligation, audit right, compliance obligation, restriction, or other obligation that arose before expiry or termination.
28.29 Any clause that by its nature is intended to continue after expiry or termination continues to apply.
29.1 The Parties agree to this Agreement by signing below. Each person signing this Agreement warrants that they are duly authorised to sign this Agreement on behalf of the Party they represent.
29.2 This Agreement may be signed in counterparts. All counterparts together form one instrument.
29.3 This Agreement may be signed electronically to the extent permitted by law.
29.4 A scanned copy, PDF copy, electronic copy, or other reliable copy of this Agreement or any signed counterpart may be used as evidence of the original, to the extent permitted by law.
29.5 This Agreement takes effect on the Effective Date.
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