Reseller Agreement

1.1 Appointment Concerotel appoints Reseller and Reseller accepts appointment as an independent non-exclusive Reseller to market, sell, lease and install Concerotel products and services ("Wireless and satellite internet solutions") within Botswana to consumers. 1.2 Products and Services Covered Concerotel Products and Services means the products and services agreed to in the Products and Services Schedule between the parties from time to time with any exclusions, additions or discounts Concerotel may make. 1.3 Sub-Resellers Reseller shall not, without Concerotel's prior written approval, appoint sub-resellers, resellers or agents ("Sub-resellers") to market, sell, or lease Concerotel Products; provided that Concerotel shall not withhold such consent unreasonably if Reseller provides evidence of Concerotel approved training and certification of such reseller or agent. Reseller shall be liable for the acts and omissions of any such Sub-resellers. 1.4 Concerotel Sales Activities Concerotel reserves the right to make direct sales into Botswana, and Reseller shall not be entitled to any compensation on any such sales. Concerotel may appoint additional Resellers in the Territory at any time.
2.1. Marketing and Sales Support Reseller shall use reasonable efforts to market and sell Concerotel Products in Botswana and shall comply with the policies, programs, and requirements regarding marketing and product support as may be communicated by Concerotel to Reseller from time to time; provided, however, that in order to avoid conflict among Concerotel's distribution channels all such marketing and sales efforts require the prior written authorization from Concerotel. 2.2. Advertising Reseller shall adhere to the advertising policies and programs as may be communicated by Concerotel to Reseller from time to time. 2.3. Retail Pricing The Retail Pricing of all Concerotel services is set by Concerotel. The Reseller must not advertise pricing above or below the price set by Concerotel. The rental cost of customer CPEs for wireless services is included in the Retail Pricing. CPEs remain the property of ConceroTel. The Reseller may set their own price on VSAT equipment and installation with their customer. The cost of VSAT equipment and installation will need to be calculated by Concerotel on a case-by-case basis, as costs vary depending on service requirements and customer location. 2.4. Customer Support and Service Reseller Shall: a) Provide Level 1 customer support to its customers. The Reseller must notify Concerotel immediately on issues relating to Concerotel’s network, customer premise equipment or payment systems. b) Supply Concerotel with such data as Concerotel requests regarding Reseller's sales to customers for Concerotel's own reporting purposes; c) Participate fully in Concerotel campaigns to notify customers of any retrofit or new product ranges or offers; d) Comply with laws and regulations applicable to "used" or returned merchandise and never refurbish, place in inventory, or resell as "new" any Concerotel Products returned to Reseller for post-sale repair; and e) Instruct its customers on how to obtain replacement parts under warranty, including, when Reseller wants its customers to contact Concerotel directly, the use of Concerotel's Return Merchandise Authorization ("RMA") procedures. 2.5. Observance of Concerotel Policies Concerotel will keep Reseller informed of Concerotel's customer support policies and procedures, and Reseller agrees to follow such policies and procedures to resellers.
3.1. Supply of Concerotel Products Concerotel shall endeavor to keep stock of equipment including Customer Premise Equipment (CPE) and VSAT equipment at all times to ensure Reseller customer connections are timely and meet expectations. 3.2. Supply of Concerotel Services Concerotel shall endeavor to maintain services at all times and ensure that the service quality meets Reseller and their customer expectations. The Concerotel and the Reseller will have an SLA agreement also which can be communicated to the end users. 3.3. Marketing Assistance Concerotel will provide marketing support services and training programs to Reseller on a case-by-case basis.
4.1. Purchasing This Agreement with its terms and conditions applies to all purchase orders and other documents of purchase which Reseller may place with Concerotel for Products and Services during the term of this Agreement. 4.2. Media for Orders Reseller may order from Concerotel by completing a Sales Lead Form and submitting via electronic mail or entering directly into Concerotel's system via a secure reseller web page. 4.3. Orders – Services a) A successfully completed Order from a Reseller will generate and email a quotation to their customer. b) Acceptance by Concerotel of the Reseller Order shall occur (a) when the customer accepts the quotation (and associated Terms and Conditions), and (b) a corresponding order / invoice created and emailed to the customer is confirmed paid, as this is a pre-paid service. c) Concerotel shall not be obligated to accept any order from Reseller in an amount less than BWP 499. 4.4. Orders – Products a) Reseller may deliver a P.O. to Concerotel by electronic mail provided a signed original is delivered to Concerotel within two days of receipt of the P.O. by Concerotel. Concerotel shall accept all POs by (a) electronic mail, with a signed original notice of acknowledgment or (b) by commencement of performance by Concerotel. b) Each P.O. shall be deemed an offer by Reseller to purchase the Concerotel Products listed therein and when accepted by Concerotel shall constitute a contract in accordance with the terms and conditions of the P.O. and this Agreement. If a conflict arises between the two, this Agreement shall take precedence. c) P.O.s submitted by Reseller pursuant to this Agreement shall include the quantity and type of Product(s) ordered, Product descriptions, Product specifications. d) Concerotel will endeavor to fill all orders from Reseller insofar as it is practicable and consistent with Concerotel's schedules to do so, provided that in the event of its failure to fill all or part of any order, Concerotel shall not be to any extent liable or responsible therefore. 4.5. Changes to Orders a) No terms of any purchase orders (whether printed, stamped, typed, written, or sent by any electronic means), except those specifying the quantity and type of Product(s) ordered, shipment and invoice information and shipping instructions (if allowed by Concerotel), shall be binding either on Concerotel or Reseller if they contravene any term or condition of this Agreement, unless specifically accepted or approved in writing and signed by an appropriate senior manager or executive of Reseller and Concerotel. A general or form acknowledgment of any such order or any communication with respect to such an order, or the making of deliveries with respect thereto, shall in no case be construed as an acceptance or approval of the type required by this paragraph. b) Changes to orders will only be accepted prior to the order entering Concerotel's inventory request queue. Reseller may initiate such changes or additions to previously accepted Orders by submitting a modification of the Order to Concerotel with appropriate reference to the original Order. Upon Concerotel's written acceptance of the modification or addition, Concerotel shall process the Order in accordance with the pricing terms and conditions of this Agreement. 4.6. Products a) As an accommodation to Reseller and without Reseller's prior approval, Concerotel may make Product substitutions when the Products ordered are unavailable, provided that the substituted Products are of equal or greater functionality than those contained on the original Order and that Concerotel notifies Reseller of such substitution at the time of delivery. Reseller may reject any such Product substitutions within seven days of service delivery. b) Concerotel reserves the right to make changes and modifications in specifications, construction, or design of the Products, or any of them, at any time, and any Products so modified shall be accepted by Reseller as standard construction in fulfillment of existing orders. Concerotel shall not be required to retrofit any Product previously delivered to Reseller with any modifications. c) Concerotel reserves the right to discontinue any Products at any time without notice to Reseller.
5.1. Invoice and Payment Terms - Services Concerotel will email a calculation of the Reseller commission within 5 days of the end of each month. The amount payable will equal the total payments received in each calendar month from Reseller customers times the agreed commission as set in the Product and Service Schedule. Concerotel will pay Reseller within 5 days of receiving Reseller signoff on commission. 5.2. Invoice and Payment Terms - Products Purchases will be invoiced on order and payment must be received prior to Products being released from Concerotel stores. Reseller shall pay for Concerotel Products in BWP. 5.3. Reseller's Purchase Price Prices for Concerotel Products purchased hereunder shall be agreed to from time to time. Such prices do not include any taxes, fees, duties, shipping costs, insurance or other levies. Any such items (except taxes on Concerotel's income) will be added to the purchase price. Reseller shall pay all taxes and government imposts arising from Reseller's activities as a Concerotel Reseller. 5.4. Invoice Disputes a) If a Party disputes anything relating to an invoice, that Party must notify the other Party within sixty (60) days of receiving the disputed invoice. Once the dispute is resolved, any adjustment to reflect that resolution will be included in the next invoice issued by the Party in whose favour the dispute has been resolved. b) If a Party does not notify the other Party that it disputes an invoice within the time specified in the above clause, then the Party is deemed to have accepted that invoice. 5.5. Price Changes Concerotel may at any time change Concerotel Product or Service pricing or the Reseller's purchase price without notice or liability, but any P.O accepted by Concerotel before a price change takes effect shall be invoiced at the previous price.
Reseller acknowledges that Concerotel and/or its parent or affiliates are the sole and exclusive owners of the names "Concerotel", “Cene Global Media” and “Cene Media”, and any abbreviations or variations thereof, and of any and all of Concerotel's trademarks and trade names, service marks, trade logos and trade dress (collectively "Trademarks") as Concerotel may unilaterally amend periodically. Reseller agrees not to register or use any mark(s) that are similar enough to be construed as Concerotel Trademarks. Reseller acquires no rights to the Trademarks, and Reseller hereby assigns and transfers to Concerotel all rights that it may acquire in and to the Trademarks, whether by operation of law or otherwise. Any approval for Reseller's use of any Concerotel Trademark shall be made pursuant to a Concerotel Trademark License Agreement executed separately by and between the Parties hereto.
7.1 Termination Without Cause Either party can terminate this Agreement without cause by giving 30 days' written notice to the other. 7.2 Termination for Cause This Agreement may be terminated for cause upon written notice: a) By either party upon 30 days' written notice if the other commits a material breach of the Agreement and fails to cure it within the 30 days; b) By Concerotel immediately if Reseller files for or has instituted against it any proceedings as to its bankruptcy, insolvency, reorganization, liquidation, receivership, or dissolution or there is an assignment for the benefit of creditors; c) By Concerotel upon 30 days' written notice (i) if Reseller becomes ineligible to receive approval for any license or export documents necessary to buy or resell Concerotel Products; (ii) if Reseller tries to register this Agreement with any government conferring any exclusivity upon Reseller. (iii) if Reseller assigns this Agreement without Concerotel's prior written consent; (iv) upon substantial change in Reseller's ownership; or (v) if any change or enactment of law or regulation after the date of this Agreement interferes, in Concerotel's opinion, with the parties' rights or obligations stated herein.
8.1 Confidential Information Prior to and during the Term hereof, Concerotel may convey to Reseller proprietary and confidential information about Concerotel Products, services, strategy and analysis. For the Term of this Agreement (including renewals) and for one years thereafter, Reseller shall not disclose to any third party any such information marked CONFIDENTIAL PROPRIETARY, STRICTLY PRIVATE, or INTERNAL DATA, or which, though not so marked, could reasonably be construed as confidential or sensitive, such as the terms of this Agreement (all collectively "Confidential Information"), nor shall it use any such Confidential Information for its own benefit, except Confidential Information"), nor shall it use any such Confidential Information for its own benefit, except as provided herein. Any reliance on such Confidential Information is at Reseller's own risk. Nothing in this Section grants or implies any rights by license, estoppel, or otherwise. Confidential Information does not include information (i) in the public domain at the time of disclosure or which enters the public domain after such disclosure through no fault of Reseller, (ii) generally disclosed to third parties by Concerotel without restriction, (iii) communicated to Reseller by a third party with the unrestricted right to do so, or (iv) approved for release by Concerotel in writing. 8.2 Presentations and Planning Concerotel's oral and visual presentations describing Concerotel Products and plans, business and product plans, and any inspections thereof by Reseller or its personnel shall all be deemed Confidential Information under this Agreement whether so marked or not.
9.1 Limitation of Liability; Sole Remedy Any liability of Concerotel under this Agreement is expressly limited to the price paid by Reseller for the Concerotel Products involved. Reseller's sole remedy against Concerotel in any dispute concerning this Agreement shall be to seek recovery of that amount, upon payment of which Concerotel shall be released from all further obligations and liability to Reseller. 9.2 Indemnity Except as otherwise stated herein, Reseller shall indemnify and hold harmless Concerotel against any and all claims, legal actions, losses, damages, liabilities, costs and expenses asserted against, imposed upon or incurred by Concerotel. Concerotel warrants and represents that the Products shall be delivered with good title free of any rightful third party claim of infringement of any patent, copyright, trademark, trade secret or other intellectual property right recognized within Botswana.
Concerotel shall not be liable for any failure to perform due to causes beyond its control, including but not limited to fire, flood, earthquake, explosion, accident, acts of public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine, labor disputes or shortages, transportation embargoes, failures or delays, inability to secure raw materials or machinery, acts of God or government (including denials of or onerous restrictions on export licenses), any such event of force majeure affecting Concerotel's third-party suppliers, or judicial action. Similar causes shall excuse Reseller for failure to take Concerotel Products ordered by Reseller other than those already in 10.1 Governing Law; Venue This Agreement and any controversy arising out of or in relation to it shall be governed by the laws of Botswana, and the parties hereby submit to the jurisdiction of the state and federal courts of Botswana, which shall have exclusive jurisdiction over all controversies in connection herewith. Reseller hereby waives any right to assert any rights or defenses within any other jurisdiction or to require that litigation regarding this Agreement take place elsewhere. 10.2 Severability If any provision of this Agreement shall be declared void, invalid, or illegal, the validity or legality of all other provisions of the Agreement shall not be affected thereby. 10.3 Notices Except as otherwise provided in this Agreement, all notices, demands and other communications hereunder shall be in writing and shall be delivered personally or sent by facsimile, other electronic means or nationally recognized overnight courier service addressed to the party to whom such notice or other communication is to be given or made at such party's address as set forth below, or to such other address as such party may designate in writing to the other party from time to time in accordance with the provisions hereof, and shall be deemed given when personally delivered, when sent electronically or two business day after being sent by overnight courier. EITHER PARTY MAY CHANGE THE ADDRESS TO WHICH NOTICE MUST BE SENT BY GIVING WRITTEN NOTICE OF SUCH CHANGE TO THE OTHER PARTY IN THE MANNER PROVIDED HEREIN. 10.4 Assignability Reseller shall not assign or transfer this Agreement without Concerotel's prior written consent, upon which this Agreement shall bind and inure to the benefit of the assigns. Concerotel may assign this Agreement to its affiliate upon written notice to Reseller. 10.5 Complete Agreement This Agreement with its Exhibits contains the parties' entire Agreement and supersedes all previous communications, representations or agreements, oral or written, regarding its subject matter. No addition to or modification hereof shall bind either party unless reduced to writing and duly executed by the parties