CAT360 Standard Reseller Terms and Conditions
Barbourne Brook Limited
Hop Merchants, 21 Sansome Street, Worcester WR1 1UH
Registered in England and Wales: 09169729
These Standard Reseller Terms and Conditions (“Terms”) apply to all reseller arrangements entered into between Barbourne Brook Limited (“Supplier”) and any authorised reseller (“Reseller”) of the CAT360 software platform. They are incorporated by reference into each reseller proposal issued by the Supplier.
Background
A. The Supplier wishes to appoint the Reseller as an authorised reseller of certain of its software applications in the United Kingdom.
B. The Reseller agrees to market and distribute the Supplier’s software applications in accordance with these Terms.
1. Definitions and Interpretation
Business Day means a day other than a Saturday, Sunday or bank or public holiday in England.
CMA means the Competition and Markets Authority of the United Kingdom.
Commencement Date means the date of the reseller proposal incorporating these Terms.
Confidential Information means all information (whether in oral, written or electronic form) relating to a party’s business which may reasonably be considered to be confidential in nature including information relating to that party’s technology, business, management, Know-how, Intellectual Property Rights, assets, finances, strategy, products and Reseller Clients.
Consultancy Services means any advisory, professional, implementation, configuration, training, support or other consultancy-type services provided or to be provided by the Supplier to a Customer (or any prospective customer), whether in connection with the Software or otherwise, which are not included within the scope of these Terms.
Control has the meaning given to it in section 1124 of the Corporation Tax Act 2010 and the expressions change of Control, Controls and Controlled shall be construed accordingly.
EULA means the end user licence agreement set out in Schedule 7 or otherwise in the Proposal, in respect of the Software.
Fees means: (a) the Licence Fee for the Software as set out in the Proposal and in accordance with Schedule 4; (b) the Support Fees for the Supplier Support as set out in the Proposal and in accordance with Schedule 4; (c) any other amounts payable by the Reseller to the Supplier for any other services under this Agreement, each as varied from time to time in accordance with this Agreement.
Force Majeure Event means any act, event, omission or accident beyond the reasonable control of a party that could not have been reasonably anticipated or avoided by a party, which prevents it from, or delays it in, performing its obligations under this Agreement.
Good Industry Practice means, in relation to any undertaking and any circumstances, the exercise of that degree of care, professionalism, skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person or company engaged in the same type of activity under the same or similar circumstances.
Intellectual Property Rights means copyright, patents, rights in inventions, rights in Confidential Information, Know-how, trade secrets, trade marks, service marks, trade names, design rights, rights in get-up, database rights, rights in data, semi-conductor chip topography rights, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case: (a) whether registered or not; (b) including any applications to protect or register such rights; (c) including all renewals and extensions of such rights or applications; (d) whether vested, contingent or future; and wherever existing.
IP Claim means any claim brought against the Reseller by any third party (including any claim brought against the Reseller by a Reseller Client relating to a claim by any other third party) alleging that the use of the Software by any Reseller Client or by the Reseller infringes any copyright, database right, registered trade mark, registered design right or registered patent.
Know-how means inventions, discoveries, improvements, processes, formulae, techniques, specifications, technical information, methods, tests, reports, component lists, manuals, instructions, drawings and information relating to Reseller Clients and suppliers (whether written or in any other form and whether confidential or not).
Licence Fee has the meaning given in Schedule 4.
Month means a calendar month or part thereof.
Relevant Day has the meaning given to it in Article 12(3) of VABEO.
Resale agreement means an agreement between the Reseller and the Reseller Client for the resale of the Software and Services.
Reseller Client means a client of the Reseller to whom the Reseller resells the Software and Services under a Resale agreement.
Reseller Responsibilities means the Reseller’s responsibilities set out in clauses 5, 6 and 7.
Reseller Rights has the meaning given in clause 4.3.
Reseller Value-Added Offering means the Reseller products and/or services to be provided together with the Software and more particularly described in Schedule 5.
Services means the Supplier Support and any implementation assistance provided by the Supplier to the Reseller as may be further described in the relevant Proposal.
Software means the on-premise software applications and associated user documentation provided by the Supplier and more particularly described in Schedule 1 and each Proposal.
Software Specifications has the meaning given in Schedule 2.
Proposal means a Proposal entered into between the Reseller and Supplier under this Agreement in respect of the Software and Services to be provided for each Reseller Client, using the form set out in Schedule 8.
Supplier IPR has the meaning given in clause 19.1.
Supplier Marks means the Supplier’s trade marks and trade names, service marks and service names and domain names specified in Schedule 3.
Supplier Policies means the following Supplier policies: as updated from time to time by the Supplier and notified to the Reseller.
Supplier Support means the support services provided by the Supplier to the Reseller under this Agreement for each Reseller Client in respect of the Software as set out in Schedule 1 and the Proposal.
Support Term means the term of the Supplier Support for the particular Reseller Client set out in the relevant Proposal.
Support Fees has the meaning given in Schedule 4.
Term has the meaning given in clause 2.
Territory means worldwide.
UK GDPR means the UK General Data Protection Regulation, being the EU General Data Protection Regulation as it forms part of the domestic law in the United Kingdom by virtue of Section 3 of the European Union (Withdrawal) Act 2018 and any applicable legislation replacing or supplementing the same.
VABEO means The Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022, SI 2022/516.
VAT means United Kingdom value added tax, any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom.
Warranty Period has the meaning set out in clause 9.2.
Year means each successive period of 12 Months beginning on the Commencement Date.
1.2 Interpretation
In these Terms: a reference to this Agreement includes its schedules, appendices and annexes (if any); the table of contents, background section and any clause, schedule or other headings are included for convenience only and shall have no effect on interpretation; a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns; a reference to a ‘person’ includes a natural person, corporate or unincorporated body and that person’s personal representatives, successors and permitted assigns; a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established; a reference to a gender includes each other gender; words in the singular include the plural and vice versa; any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words shall be construed as illustrative only; a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form; a reference to any legislation is a reference to it as amended, extended, re-enacted or consolidated from time to time.
2. Duration
These Terms shall commence on the Commencement Date and shall continue unless terminated: (a) by either party for convenience on not less than 30 days prior written notice, provided that such termination may not take effect before the end of the first Year and in any event may not take effect until the final Support Term has expired or terminated; or (b) in accordance with their terms, including under clauses 19.4, 27 and 40 (the Term).
3. Contract Structure and Proposals
3.1 The Reseller and Supplier intend to enter into Proposals under these Terms during the Term in respect of the Software and Services to be provided by the Supplier for each Reseller Client.
3.2 Each Proposal shall be binding once signed by the final party to sign it and shall continue until expiry of the Support Term (unless terminated earlier), subject to clause 3.3. Notwithstanding the expiry of the Support Term, the Software is provided to the Reseller Client on a perpetual basis in accordance with the EULA.
3.3 Support Term renewals. Unless terminated earlier and subject to clause 3.3.2, the Support Term under each Proposal shall renew in accordance with the renewal model specified in the relevant Proposal. Where the Proposal specifies annual renewal, the Support Term shall automatically renew for successive periods of twelve months unless either party gives not less than two months’ written notice prior to the relevant Renewal Date. Where the Proposal specifies monthly rolling continuation, either party may terminate on not less than one month’s written notice. Where the Proposal specifies no automatic renewal, the Support Term shall expire at the end of the initial term unless otherwise agreed in writing.
3.4 Each Proposal shall be deemed to be an order for Software and Services under, and shall form part of, these Terms (and shall not constitute a separate contract).
3.5 In respect of each Reseller Client: (i) the Reseller shall contract with the Reseller Client through a Resale agreement; and (ii) the Supplier shall contract with the Reseller under these Terms. Save for the EULA, nothing in these Terms shall be interpreted as creating a direct contractual relationship between the Supplier and the Reseller Client.
3.6 Where the Reseller is obliged to ensure that the Reseller Client complies with an obligation or restriction under these Terms, the Reseller shall ensure that equivalent obligations and restrictions are included within, and enforced through, each Resale agreement.
3.7 Notwithstanding any other provision, any Consultancy Services shall not form part of the Software or Services provided under these Terms and shall only be provided pursuant to a separate written agreement. The Reseller shall have no authority to agree, vary or bind the Supplier in relation to any Consultancy Services.
4. Reseller’s Appointment and Rights
4.1 The Supplier appoints the Reseller as reseller of the Software and Services within the Territory for the Term, and the Reseller accepts this appointment, subject to these Terms.
4.2 The Software shall be licensed to the Reseller Client by way of the EULA. The Reseller shall procure that the Reseller Client is bound by the EULA and shall ensure that the Reseller Client accepts and agrees that the EULA forms a separate agreement between the Reseller Client and the Supplier.
4.3 The Supplier grants the Reseller the following rights for the Term: (a) to market and promote the Software and Services to Reseller Clients in the Territory; (b) to resell the Software and Services together with the Reseller Value-Added Offering to the Reseller Client in accordance with each Proposal in the Territory (the Reseller Rights). The Reseller Rights are non-exclusive. All rights not specifically and expressly granted to the Reseller are hereby expressly reserved to the Supplier.
4.4 The Reseller undertakes that it shall not, during the Term or for a period of five years from the Commencement Date (whichever is the shorter): (a) purchase provision of the Software from any person other than the Supplier; and (b) actively promote or market provision of any software that competes with the Software, except where such combination is expressly requested by a customer or required by applicable law.
5. Reseller Responsibilities – General
5.1 The Reseller shall: (a) indicate it is acting as reseller and not as author or developer of the Software in all correspondence and dealings with third parties; (b) not incur any liability, debt or obligation whatsoever on behalf of the Supplier; (c) provide such information and assistance as the Supplier may reasonably and lawfully require; (d) ensure all information provided to the Supplier is complete and accurate; (e) perform the Reseller Responsibilities in compliance with such Supplier Policies as are relevant; (f) comply with its warranties and obligations in these Terms; (g) at its own cost, provide such information and assistance as the Supplier requires to fulfil obligations to respond to requests for information from the CMA pursuant to Article 12 of VABEO promptly, and in any event within five Business Days from the Relevant Day or such longer period as the Supplier may set out in writing; (h) ensure that any training provided by or on behalf of the Reseller to Reseller Clients in relation to the Software is delivered only by individuals who have been trained and authorised by the Supplier, kept up to date by completing refresher training at least once every twelve months and additionally following any material development, update or change to the Software; (i) not permit any individual to deliver training where that individual’s authorisation has lapsed, been suspended or withdrawn by the Supplier.
5.2 Any breach of clause 5.1(h) or 5.1(i) shall constitute a material breach of these Terms.
6. Reseller Responsibilities – Reseller Clients
6.1 The Reseller shall (and shall ensure that each Reseller Client shall): (a) except as expressly permitted, not decode, reverse engineer, disassemble, decompile or otherwise translate or convert the Software; (b) comply with the Supplier’s reasonable and lawful instructions in relation to the use of the Software and Services; (c) comply with any Reseller Client dependencies set out in the Proposal; (d) use the Software and Services in accordance with all applicable laws, regulations, and industry standards; (e) ensure that each EULA entered into with a Reseller Client includes obligations no less protective of the Supplier than those set out in these Terms in relation to: the provision of HMRC reports in their original, complete and unaltered form; the accuracy, completeness and integrity of all data provided; and the prompt notification of any errors or inaccuracies; (f) acknowledge that the Supplier shall be entitled to rely without independent verification on any HMRC reports and other data provided; (g) be responsible for any act or omission of a Reseller Client which would, if committed by the Reseller, constitute a breach of these Terms; (h) acknowledge that nothing in these Terms shall require the Supplier to provide the Software or Services where the Supplier reasonably believes that HMRC reports or other data provided are incomplete, inaccurate or have been altered.
6.2 To the extent the Reseller needs to use the Software itself as part of the provision of its Reseller Value-Added Offering, the Reseller shall comply with the terms of the EULA as though it were the Reseller Client.
7. Reseller Responsibilities – Marketing
7.1 The Reseller shall at all times: (a) market and promote the Software to Reseller Clients and prospective Reseller Clients in the Territory at its own cost; (b) use all reasonable endeavours to promote use of the Software throughout the Territory; (c) to the extent lawful, promptly inform the Supplier of any relevant marketing information received by the Reseller which is likely to benefit the marketing or sale of the Software.
7.2 The Reseller shall ensure it does not conduct its business or any dealings with third parties in any manner which is likely to have a negative impact on, or bring into disrepute, the goodwill or reputation of the Supplier, and shall not make any false, misleading or unauthorised statements or representations relating to the Software or the Supplier. Any breach of this clause shall constitute a material breach of these Terms.
7.3 The Reseller shall ensure that all individuals involved in selling the Software on its behalf complete the Supplier’s sales training programme within 30 days of the commencement of the Term. The Reseller shall also ensure that all such individuals undertake updated sales training as required by the Supplier to reflect developments in the Software.
8. Supplier’s Obligations
8.1 The Supplier shall: (a) provide the Services with reasonable skill and care and in accordance with Good Industry Practice; (b) provide the Reseller with information about the Software as the Supplier considers necessary; (c) provide the Reseller with such information and assistance as the Reseller may reasonably and lawfully require; (d) to the extent reasonably possible, give the Reseller at least 20 Business Days’ advanced written notice of any updates of the Software; (e) actively promote the Reseller as a non-exclusive reseller of the Software.
8.2 The Supplier shall not be liable for any failure to comply or any delay in complying with any of its obligations if the failure or delay is directly or indirectly caused or contributed to by the Reseller’s breach of any provision of these Terms, negligence, or other unlawful act or omission.
9. Warranties
9.1 The Reseller warrants and represents to the Supplier that: (a) the Reseller has the right, power and authority to enter into this agreement and to perform the Reseller Responsibilities; (b) the performance of the Reseller Responsibilities does not and shall not infringe the Intellectual Property Rights of any third party; (c) the Reseller Responsibilities shall be performed with all reasonable skill, care and diligence, in compliance with applicable service standards, in accordance with Good Industry Practice, and so as to conform with all applicable laws.
9.2 The Supplier warrants to the Reseller that, subject to these Terms and the Reseller’s compliance with them, the Software provided to each Reseller Client under a Proposal shall operate materially in accordance with the Software Specifications when used in accordance with these Terms for a period of 3 Months (the Warranty Period).
9.3 If the Software fails to conform to the warranty in clause 9.2 during the Warranty Period, the Supplier shall, at its option: (a) use all reasonable endeavours to correct errors in the Software within a reasonable time; or (b) terminate the relevant Proposal and refund any Fees already paid in respect of that Proposal less a reasonable deduction to reflect the Reseller Client’s use.
9.4 The warranty in clause 9.2 shall not apply to the extent that any error in the Software arises as a result of use of the Software with the Reseller Value-Added Offering; any act or omission by the Reseller or Reseller Client; breach by the Reseller of these Terms; any IP Claim; incorrect operation or use of the Software; use other than for the purposes for which it is intended; or use with other incompatible software or equipment.
9.5 Subject to clause 25.6, clause 9.3 sets out the Reseller’s sole and exclusive remedies for any breach of clause 9.2. All other warranties are excluded to the fullest extent allowed by applicable law.
10. Indemnity
10.1 The Reseller shall indemnify, keep indemnified and hold harmless the Supplier from and against all losses, damages, liabilities, fees, costs and expenses arising in connection with: (a) any breach of these Terms by the Reseller; (b) any use or combination of the Software with the Reseller Value-Added Offering; and/or (c) any claim by any third party that any materials produced by, or conduct of, the Reseller in connection with the Reseller Responsibilities is defamatory or otherwise contrary to law.
11. Record Keeping and Reporting
11.1 The Reseller shall maintain accurate and complete accounts and records of all matters relevant to the performance of its obligations under these Terms.
11.2 Within ten Business Days of being requested to do so by the Supplier, the Reseller shall provide the Supplier with copies of such records to the extent reasonably necessary to verify compliance with these Terms.
11.3 The parties’ respective rights and obligations under this clause shall apply during the Term, survive termination or expiry and continue for two years thereafter.
12. Audits
12.1 The Reseller shall allow and procure for the Supplier access to its premises, equipment and records to audit compliance with its obligations under these Terms.
12.2 Unless otherwise agreed in writing, audits shall be undertaken during normal business hours on Business Days, subject to a minimum of five Business Days’ notice, and not more than twice in any calendar year during the Term.
12.3 Where an audit is required by any regulator or by law, or where the Supplier in good faith suspects any breach, the Reseller shall allow such audit at any time without limit.
12.4 The Supplier shall pay audit costs unless the audit shows that the Reseller has underpaid the Supplier by 2% or more or the Reseller is in material breach, in which case the Reseller shall pay the costs of the audit and any underpaid amount within 14 days of the Supplier’s written request.
13. Fees, Tax and Expenses
13.1 The Reseller shall pay the Supplier the Fees. All amounts are exclusive of VAT, which shall be paid in addition at the rate and in the manner prescribed by law.
14. Invoicing and Payment
14.1 The Supplier shall invoice the Reseller electronically for all sums due under each Proposal in accordance with the payment schedule set out in the relevant Proposal.
14.2 The Reseller shall pay such sums in full and without deduction or set-off within 30 days from the date of invoice.
15. Interest
15.1 Where sums due are not paid in full by the due date, the Supplier may charge interest on such sums at 8% a year above the base rate of the Bank of England from time to time in force, applying from the due date until actual payment in full.
16. Price Variation
16.1 The Supplier may vary the Licence Fee with effect from 1 January each calendar year by an amount not exceeding 33% of the then current Fees by giving not less than 30 days’ prior written notice.
16.2 The Supplier may vary the Support Fees and any other Fees other than the Licence Fee with effect from 1 January each calendar year by an amount not exceeding 33% by giving not less than 30 days’ prior written notice.
17. Costs
Each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of these Terms.
18. Promotional Materials
18.1 Subject to these Terms, the Supplier grants the Reseller: (a) the right to use the title ‘authorised reseller’ of the Supplier on its advertising and promotional materials during the Term; and (b) a non-exclusive, revocable, personal licence during the Term to use the Supplier Marks in the Reseller’s marketing and distribution of the Software and Services, provided that all such use is in strict accordance with then current brand use guidelines.
18.2 The Reseller acknowledges that any goodwill or reputation generated through the Reseller’s use of the Supplier Marks shall accrue to the benefit of the Supplier, and the Reseller shall not at any time be entitled to claim compensation in respect of such goodwill or reputation.
19. Intellectual Property Rights
19.1 The Software, Services, Supplier Marks and all Intellectual Property Rights in these (Supplier IPR) are and shall remain the sole and exclusive property of the Supplier. Nothing in these Terms shall convey or transfer any ownership or proprietary interest in any Supplier IPR to the Reseller or any third party.
19.2 The Reseller is not granted any rights in relation to the Supplier IPR except for those rights expressly granted in these Terms.
19.3 Each party shall be entitled to use in any way it deems fit any skills, techniques or Know-how acquired or developed in performance of these Terms provided always that such use does not infringe the other party’s Intellectual Property Rights or disclose or breach the confidentiality of the other party’s Confidential Information.
20. IP Claims
20.1 The Supplier shall defend the Reseller against any third-party claim that the Reseller’s authorised use of the Software infringes the Intellectual Property Rights of a third party under the laws of the United Kingdom or the United States of America, subject to the Reseller: (a) promptly notifying the Supplier in writing on becoming aware of any such claim; (b) making no admission, communication, payment, settlement or compromise without the Supplier’s prior written consent; (c) granting the Supplier sole control and conduct of the defence; and (d) providing all reasonable assistance, information and authority at the Supplier’s request and expense.
20.2 The Supplier shall not have any liability under this clause in respect of any IP Claim to the extent that it results from the Reseller’s breach of these Terms; use of the Software other than in accordance with these Terms; a specific design or modification provided at the Reseller’s request; failure to implement changes where the infringement would have been avoided; combination of the Software with any other products not supplied by the Supplier; or the Reseller’s wilful misconduct or negligence.
20.3 The remedies in this clause 20 are the Reseller’s sole and exclusive remedies in respect of any actual, alleged or reasonably likely IP Claim.
21. Data Protection
Each party shall comply with its respective obligations under Schedule 6.
22. Confidential Information
22.1 Each party shall maintain the confidentiality of the other party’s Confidential Information and shall not without the prior written consent of the other use, disclose, copy or modify the other party’s Confidential Information other than as necessary for the exercise of its rights and performance of its obligations under these Terms.
22.2 The terms of these Terms including the prices and Fees, all information relating to the Software and any technical or operational specifications or data relating to the Software, and all information relating to each Proposal, are all part of the Supplier’s Confidential Information.
22.3 The obligations under this clause shall survive termination or expiry for a period of two years.
23. Compliance with Law
23.1 Each party shall comply with all laws applicable to them and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time.
23.2 The Reseller shall be responsible for obtaining and maintaining all necessary government approvals, permits and authorisations to allow the distribution and resale of the Software.
24. Anti-Bribery
24.1 The Reseller shall comply with all applicable Bribery Laws in connection with the performance of the Reseller Responsibilities and shall ensure it has in place adequate procedures to prevent any breach of this clause. Any breach of this clause shall be deemed a material breach of these Terms that is not remediable.
25. Anti-Tax Evasion Facilitation
25.1 The Reseller shall ensure that it and all Reseller Associated Persons shall not by any act or omission commit, cause, facilitate or contribute to the commission of a Corporate Failure to Prevent Offence, UK Tax Evasion Offence or Foreign Tax Evasion Offence in connection with these Terms. Any breach of this clause shall be deemed a material breach of these Terms that is not remediable.
26. Limitation of Liability
26.1 Subject to clause 26.4, the liability of each party in respect of all claims, losses and damages arising under or in connection with these Terms shall not exceed 100% of the total Fees paid under these Terms.
26.2 Subject to clause 26.4, neither party shall be liable for any consequential, indirect or special loss, or for loss of profit, revenue, data, contract, commercial opportunity, savings, goodwill or business.
26.3 The limitations of liability in this clause shall not apply in respect of any indemnities given by either party under these Terms.
26.4 Notwithstanding any other provision, the liability of the parties shall not be limited in respect of death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other losses which cannot be excluded or limited by applicable law.
27. Insurance
27.1 The Reseller shall, for the duration of these Terms, maintain appropriate insurance cover with a reputable insurance company against all relevant liabilities and indemnities that may arise. The Reseller shall provide evidence of such insurance cover to the Supplier upon request.
28. Termination
28.1 Either party may terminate these Terms at any time by giving notice in writing if the other party: (a) commits a material breach that is not remediable; (b) commits a material breach which is not remedied within 30 days after receiving written notice requiring it to remedy that breach; or (c) has failed to pay any amount due and such amount remains unpaid within 20 Business Days after notification that the payment is overdue.
28.2 The Supplier may terminate these Terms immediately on written notice if the Reseller undergoes a change of Control likely to have an adverse effect on the Supplier, becomes insolvent, enters administration or liquidation, or does anything that in the opinion of the Supplier could bring the Supplier’s reputation into disrepute.
28.3 The Supplier may terminate these Terms for convenience at any time by giving at least 30 days’ prior written notice to the Reseller.
29. Consequences of Expiry or Termination
29.1 On expiry or termination of these Terms, all then existing Proposals shall terminate; the Reseller shall immediately stop promoting, marketing and soliciting orders for the Software and Services; cease use of all Supplier Marks; and within seven days return or destroy all Confidential Information of the Supplier in its possession.
29.2 The Reseller shall have no claim against the Supplier for compensation for loss of any reseller rights, loss of goodwill or similar loss following termination or expiry for any reason.
30. Notices
30.1 Any notice given under these Terms shall be in writing and in English, and sent to the Supplier at: Hop Merchants, 21 Sansome Street, Worcester WR1 1UH / directors@barbournebrook.co.uk (copied to creditcontrol@barbournebrook.co.uk), and to the Reseller at the address set out in the relevant reseller proposal.
31. General
31.1 Announcements. No announcement or public disclosure concerning these Terms shall be made by the Reseller without the prior written consent of the Supplier, except as required by law.
31.2 Severability. If any provision of these Terms is or becomes illegal, invalid or unenforceable, the remaining provisions shall not be affected.
31.3 Assignment. Neither party may assign or transfer any of its rights or obligations under these Terms without the prior written consent of the other party, except that the Supplier may sub-contract any of its obligations without the Reseller’s consent.
31.4 Variation. No variation of these Terms shall be valid or effective unless it is in writing and duly signed by or on behalf of each party.
31.5 Entire Agreement. These Terms and any documents entered into pursuant to them constitute the entire agreement between the parties in respect of their subject matter and supersede all previous agreements, understandings and arrangements between them.
31.6 Waiver. No failure or delay by either party in exercising any right, power or remedy shall operate as a waiver of that right, power or remedy.
31.7 Dispute Resolution. Any dispute arising between the parties shall first be referred to contract managers, and if unresolved within seven days, to chief executives or persons of equivalent seniority, before either party commences formal legal proceedings.
31.8 Force Majeure. A party will not be liable if delayed in or prevented from performing its obligations due to a Force Majeure Event, provided it promptly notifies the other and uses reasonable endeavours to minimise the effects of that event.
31.9 Third Party Rights. A person who is not a party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.
31.10 Governing Law. These Terms and any dispute or claim arising out of or in connection with them shall be governed by the laws of England and Wales. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction.
Schedule 1 – Supplier Software and Support
The Software provided by the Supplier for marketing and distribution by the Reseller under these Terms is as described in the relevant Proposal. Supplier Support is available Monday to Friday, 9:00am to 5:00pm (UK time), Business Days only, via the support portal at support.cat360.io. Support is structured across three tiers: Tier 1 (first-line, provided by the Reseller or Reseller Client), Tier 2 (second-line, provided by the Reseller), and Tier 3 (provided by the Supplier).
Schedule 2 – Supplier Software Specifications
The specifications for the Software are set out in the relevant Proposal and amended or updated from time to time by the Supplier.
Schedule 3 – Supplier Marks
Barbourne Brook – UK Trade Mark No. UK00003711187
CAT360 – UK Trade Mark No. UK00003743387
Schedule 4 – Fees
The Reseller shall pay to the Supplier the Licence Fee set out in the relevant Proposal. The Reseller shall also pay any Support Fees set out in the relevant Proposal. Each part Month of Supplier Support shall be charged on a pro-rata basis. The Reseller shall be entitled to set its own charges to the Reseller Client for the Software and Services as it sees fit.
Schedule 5 – Reseller Value-Added Offering
The Reseller Value-Added Offering to be marketed or distributed or used with the Software by the Reseller is as set out in the relevant Proposal.
Schedule 6 – Data Protection
The parties acknowledge that the Software processes only anonymised data which does not constitute personal data for the purposes of the UK GDPR. Each party acts as an independent Controller in respect of the personal data it processes for its own business purposes. No Controller-Processor relationship arises between the parties in respect of the operation of the Software. Each party shall implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing. Each party shall notify the other without undue delay after becoming aware of a personal data breach that materially affects the other party’s personal data.
Schedule 7 – End User Licence Agreement (EULA)
The standard End User Licence Agreement governing the Reseller Client’s use of the Software is as set out in the full version of these Terms published by Barbourne Brook Limited and incorporated into each Proposal.