1.1 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.2. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.3. In this Agreement, unless the context requires otherwise, the terms ‘including’, ‘include’, ‘in particular’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.4. A reference to ‘writing’ or ‘written’ includes email unless stated otherwise, but not faxes.

1.5. In this Agreement time shall not be of the essence.

1.6. Clause headings are for reference purposes only and shall not affect the interpretation of this Agreement.

1.7. Any reference to a clause or paragraph in a Schedule to this Agreement is to a clause or paragraph within that Schedule unless otherwise stated.

1.8. In the event that there are conflicting clauses between this Agreement and the Master Services Agreement, this Agreement and its clauses will take precedence over the Master Services Agreement.

2.1. Pursuant to the terms of this Agreement, you may resell the Services to End Clients for the duration of this Agreement by entering into Relevant Contracts with each End Client.

2.2. We will not be a party to the contract between the Reseller and each End Client unless otherwise agreed by the parties in writing.

2.3. This Agreement creates a non-exclusive relationship between the parties.

3.1. When reselling the Services, you shall act in good faith and must not make any representations or act in a manner which could damage our reputation.

3.2. You shall not solicit, or attempt to solicit, any End Client as a result of marketing or other activities which if done by us would be in breach of applicable laws.

3.3. You shall not, without our prior written consent, make or give any representations, warranties or other promises concerning the Services which are not contained in our marketing materials.

3.4. You shall provide us with reasonable assistance, cooperation and support from time to time for the purposes of managing the End Client.

3.5. Each party shall maintain in place throughout the term of this Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010 and the Modern Slavery Act 2015, to ensure compliance with the Relevant Requirements and will enforce them where appropriate.

3.6. You acknowledge and agree that your website, service, behaviour and/or correspondence will not:

3.6.1. include violent, obscene, defamatory, libellous, slanderous and/or unlawful content;

3.6.2. promote hate speech, whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, marital status, sexual orientation, gender identity, or language of such individual or group;

3.6.3. incorporate any materials which infringe, or assist others to infringe, any copyright, trade mark or other Intellectual Property Rights or to violate the law;

3.6.4. include ‘Cloud Gateway’ or variations or misspellings of such words in a domain name and/or as keywords in pay-per-click (PPC) campaigns;

3.6.5. promote adult content, including sexual terms and/or images, or provocative images in violation of legislation in your local jurisdiction;

3.6.6. promote political or religious agendas and/or any known associations with hate, criminal and/or terrorist activities;

3.6.7. promote gambling, including, without limitation, any online casino, sports books, bingo, or poker;

3.6.8. contain software downloads that potentially enable diversions of commission from other resellers in our program;

3.6.9. make representations through domain name, code, designs, imagery, video, text or otherwise that make your website resemble our website in a manner which leads customers to believe it is the Cloud Gateway website or business, or that you are a legal representative of us in any way. Creation of separate websites to solely promote our Services is also strictly prohibited;

3.6.10. imply that deals, or any similar savings are available, and you must not use phrases such as ‘Cloud Gateway Discount(s)’, or other similar phrases to imply that savings are available;

3.6.11. make false claims and/or promote non-existing discounts or use other misleading strategies to gain traffic through the URL links; and/or

3.6.12. promote any special deal or offer in a way that contradicts the arrangement set forth by us when offering such a deal to you,

and the parties acknowledge and agree that breach of this clause 3.6 shall constitute a material breach of this Agreement and that it will be reasonable for us to terminate the Agreement immediately upon written notice to you if you commit such a material breach.

4.1. We will discount our Standard pricing based upon the term of the contract with each End Client. The pricing to you shall be shown in any proposal.

4.2. No further commission shall be payable.

4.3. We shall not be responsible for any expenses or costs incurred by you in promoting or reselling the Services, or for any shipping costs incurred in the performance of a Relevant Contract.

4.4. Failure by you or your End Clients to use the Services will not be a basis for refusing to pay the fees in accordance with this Agreement and/or any Proposal.

4.5. Where our fees for Services are calculated on a fixed price basis, the amount of those charges shall be as set out in a Proposal and payable one calendar month in advance.

4.6. In relation to any individual Proposals governed by this Agreement, we may increase any element of the fees on an annual basis, or at the end of the term where the Proposal is for multiple years, giving you not less than ninety (90) days written notice of fee increases. Standard pricing will be increased by 5% annually unless advised otherwise.

4.7. Any increase in the fees shall affect any Service contracted by you. The new pricing for the Cloud Gateway Services shall become applicable to all contracted Services at the point of renewal of the individual End Client Proposal. Unless stated otherwise in an Accepted Proposal, each Accepted Proposal will continue for a minimum period of 12 months (“Initial Term”) and will automatically renew for further 12 month periods (each a “Renewal Period”) unless and until a party provides the other party with at least 90 days prior written notice of termination of the Accepted Proposal, which shall take effect no earlier than the end of the Initial Term or the then-current Renewal Period, whichever is applicable at the time notice is given;

4.8. We shall be entitled to invoice you for the Proposal at the intervals specified, or on the achievement of the milestones indicated, in each Proposal. If no intervals are so specified, we shall be entitled to invoice you at the beginning of each month for Services scheduled to be delivered or performed during the next calendar month.

4.9. If you fail to pay any due amounts under this Agreement, we may charge interest on the overdue amount, from the due date up to the date of actual payment, at a rate of five percent per annum above the base rate of Barclays Bank PLC until the recovery is made in full.

4.10. We reserve the right to terminate this Agreement for non-payment of undisputed fees.

4.11. We reserve the right to engage your End Clients to enable continued use of the Cloud Gateway Services as set out in the Proposal where you fail to pay due fees.

4.12. All sums payable under this Agreement are exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question where applicable.

4.13. We may request any reasonably required information from you at any time in relation to account management or support, and you must provide such information to us within three Business Days.

5.1. A party (“Receiving Party”) will keep in strict confidence all technical or commercial know-how, specifications, inventions, information, documents, processes or initiatives which are of a reasonably confidential nature and have been disclosed (whether orally, in writing or by demonstration) to the Receiving Party by the other party (“Disclosing Party”) or its employees, agents or subcontractors and any other reasonably confidential information concerning the Disclosing Party’s business, its products and services which the Receiving Party may obtain (“Confidential Information”). You acknowledge and agree that our commercial processes and methodologies are protected as Confidential Information, by copyright and as trade secrets.

5.2. In relation to any Confidential Information received from the Disclosing Party, or from a third party on behalf of the Disclosing Party, the Disclosing Party and the Receiving Party agree:

5.2.1. to treat the Confidential Information in confidence and to use it only for the purpose of discharging the Receiving Party’s obligations under this Agreement;

5.2.2. not to disclose the Confidential Information to any third party without the express written permission of the Disclosing Party (except that the Receiving Party may disclose the Confidential Information to its officers, employees, consultants, agents and sub-contractors who need access to the Confidential Information in connection with discharging the Receiving Party’s obligations under this Agreement, provided that such officers, employees, consultants, agents and subcontractors are made aware of the confidential nature of the Confidential Information and are subject to confidentiality obligations at least as onerous as those set out in this Agreement); and

5.2.3. to treat the Confidential Information with the same degree of care and with sufficient protection from unauthorised disclosure as the Receiving Party uses to maintain its own confidential or proprietary information.

5.3. Nothing in this Agreement will prevent the Receiving Party from using or disclosing any Confidential Information which:

5.3.1. is in or comes into the public domain in any way without breach of this Agreement by the Receiving Party or any person or entity to whom it makes disclosure;

5.3.2. the Receiving Party can show was: (i) in its possession or known to it (by being in its use or being recorded in its files) prior to receipt from the Disclosing Party, and was not acquired by the Receiving Party from the Disclosing Party under an obligation of confidence; or (ii) to have been independently developed by the Receiving Party without reference to the Confidential Information;

5.3.3. the Receiving Party obtains or has made available to it from a source other than the Disclosing Party without breach by the Receiving Party or such source of any obligation of confidentiality or non-use;

5.3.4. is disclosed by the Receiving Party with the prior written approval of the Disclosing Party; or

5.3.5. is required by law to be released (e.g. by a court order), provided that, where permitted by the applicable law, the Disclosing Party is given as much prior written notice as possible of such request.

5.4. Upon the termination of this Agreement, the Receiving Party shall return all Confidential Information to the Disclosing Party, or destroy it, as requested by the Disclosing Party, provided that this shall not prevent the Receiving Party from retaining a copy to meet its legal or regulatory obligations.

5.5. This clause 5 shall survive termination of this Agreement, however arising.

6.1. Personal Data Processing Conditions. This clause 6 defines the principles and procedures that the parties will adhere to, and the responsibilities the parties owe to each other and to Data Subjects, in relation to the Services under this Agreement. We process Reseller Personal Data (Reseller Personal Data shall be the contact information of the employees of the Reseller) for the purpose of providing the Services under the Agreement. We will process the Reseller Personal Data for the duration of this Agreement (or for as long as is reasonably required and to the extent permitted by law).

6.2. Compliance with Data Protection Laws. Each party must ensure that they are compliant with Data Protection Laws at all times during the term of this Agreement and in relation to any ongoing processing activities. Nothing in this Agreement shall relieve either party of its own direct responsibilities and liabilities under Data Protection Laws.

6.3. Processing Reseller Personal Data. We will only process the Reseller Personal Data in compliance with Data Protection Legislation.

6.4. Subprocessors. We will ensure any Subprocessor enters into written agreements with us requiring them to comply with terms no less protective than this Clause 6. The Reseller consents to the processing of Reseller Personal Data by any Cloud Gateway Affiliates engaged in the provision of the Services which shall be deemed as Subprocessors.

6.5. Data Subjects’ Rights. We will inform the Reseller, as soon as reasonably practicable, if we receive a request notice or other communication from a Data Subject seeking to exercise his or her rights under Data Protection Legislation in respect of Personal Data, and, at the Reseller’s request, shall assist the Reseller with respect to that communication, request or notice (at Reseller’s cost and expense).

6.6. Security. Each party agrees to implement administrative, technical and physical safeguards that are sufficient to ensure the security and confidentiality of any Personal Data. Each party agrees not to make any changes to its security measures that would increase the risk of unauthorised access to, use of, or disclosure of, Personal Data during the term of this Agreement.

6.7. Breaches and reporting procedures. Having considered the applicable Data Protection Laws, the parties have put in place their own guidance that must be followed in the event that Personal Data, or information or other material that can be used to access Personal Data, in any form or on any media, may have been accessed, acquired, modified, used, or disclosed by any unauthorised person, or by any person in an unauthorised manner or for an unauthorised purpose (“Breach”). Each party must notify any Breach to the other party as soon as possible and, in any event, within 24 hours of identification of the Breach in order to resolve the issue in accordance with the applicable Data Protection Laws. After providing such notice, the breached party will investigate the Breach, take all necessary steps at their own cost to eliminate or contain the exposures that led to such Breach, and keep the other party advised of the status of such Breach and all related matters. The parties agree to provide reasonable assistance as is necessary to each other to facilitate the handling of any Breach in an expeditious and legally compliant manner. Unless otherwise required by Data Protection Laws, prior to giving notice to any regulatory authority, any individual, or any third party of any actual or potential Breach, the breached party will consult with the other party.

6.8. Transfer of Personal Data. The Data Receiver agrees not to transmit any Personal Data to a country or territory outside the UK or the European Economic Area unless it can ensure that it has provided appropriate safeguards under Data Protection Laws in relation to the transfer and has implemented a lawful transfer mechanism.

6.9. Termination. On termination of this Agreement or at the request of the Reseller, we will return or destroy Reseller Personal Data, unless the applicable law requires storage of the Personal Data.

6.10. This clause 6 shall survive termination of this Agreement, however arising.

7.1. We may from time to time provide you with electronic copies of any marketing material that may be relevant to supply to End Clients in order to help facilitate the reselling of the Services. Such materials are provided on a non-exclusive, royalty-free, revocable, non-transferrable (except to the extent required to allow you to make such materials available to End Clients) and non-sublicensable basis to you, solely to the extent required for you to exercise your rights and/or comply with your obligations contained in this Agreement.

7.2. We hereby permit you to use the ‘Cloud Gateway’ name and standard logo on a non-exclusive, royalty-free, revocable, non-transferrable (except to the extent required to allow you to make such materials available to End Clients) and non-sublicensable basis, solely for the purposes of promoting the Cloud Gateway Services in accordance with the terms of this Agreement.

7.3. You hereby permit us to publish your company name and standard logo for promotional purposes on a perpetual and irrevocable basis.

8.1. This Agreement shall commence on the Effective Date and, subject to earlier termination in accordance with this clause 8, shall continue for the Initial Term and will automatically renew for successive Renewal Periods unless and until it is terminated by a party providing the other party with a written notice of termination for the Non-Renewal Notice Period (not to take effect until the end of the Initial Term or the end of the then-current (or next (as applicable)) Renewal Period).

8.2. Without affecting any other right or remedy available to it, either party may terminate this Agreement at any time by giving at least three months’ written notice to the other party.

8.3. Without affecting any other right or remedy available to us, we may terminate this Agreement with immediate effect by giving written notice to you if:

8.3.1. you fail to pay any amount due under this Agreement by the due date for payment and remain in default not less than 30 days after being notified to make such payment; or

8.3.2. you experience a Change of Control and:

8.3.2.1. we consider any member of the new controller’s Group to be a competitor of any member of our Group in the nature of their products and/or services;

8.3.2.2. we have previously provided products and/or services to a member of the new controller’s Group and do not wish to enter into any other agreements with them;

8.3.2.3. we have terminated an agreement with a member of the new controller’s Group for any reason of breach; or

8.3.2.4. we reasonably consider a relationship with a member of the new controller’s Group to have the potential to have a negative impact on our brand.

8.4. Regardless of clause 8.2, we may suspend the Services and/or terminate this Agreement immediately upon providing notice to you if you do not enter into any Relevant Contracts over a continuous period of 12 months.

9.1. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim Commission or damages in respect of any breach of the Agreement which existed at or before the date of termination.

10.1. If a Step-in Event occurs, we shall have the right to issue a written step-in notice, which shall include the following information (a “Step-in Notice”):

10.1.1. that we, or a third party appointed by us, or us jointly with that third party (the “Step-in Party”) intend to perform or manage the provision of part or all of the Services (the “Affected Services”) to the End Client (subject to the consent of the End Client);

10.1.2. the details of the Step-in Event that has triggered the exercise of the Step-in Notice;

10.1.3. details of the Affected Services;

10.1.4. the actions that the Step-in Party intends to take in order to rectify the Affected Services (the “Step-in Actions”);

10.1.5. the estimated dates on which the Step-in Actions will commence and end (the “Step-in Period”); and

10.1.6. in our reasonable opinion, the extent that we anticipate the Step-in Actions will have an impact on your obligation to provide the remaining Services (if any) that are not the Affected Services.

10.2. On receipt of the Step-in Notice, you shall (at no cost to us) use your best endeavours to obtain the End Client’s consent for the Step-in Party to provide the Affected Services to the End Client and to provide, enable or procure the Step-in Party’s access to:

10.2.1. any of your premises and facilities, as the Step-in Party reasonably requests;

10.2.2. any equipment and software that are used in the administration, management and provision of the Affected Services;

10.2.3. your personnel that are involved with the Affected Services; and

10.2.4. any know-how or knowledge relating to the Affected Services,

for the sole purpose of enabling the Step-in Party to perform the Step-in Actions during the Step-in Period.

10.3. We shall be entitled to receive payment for the Step-in Actions directly from the End Client. On receipt of the Step-in Notice, you shall assign to us your right to payment for the Step-in Actions under Relevant Contracts for the Step-in Period. In the event that you receive payment for the Step-in Actions, you shall pay those sums to us immediately and in full, without set-off, deduction or withholding.

10.4. During the Step-in Period, you shall:

10.4.1. continue to provide the Services that are not the Affected Services to the End Client in accordance with your contract with the End Client;

10.4.2. fully cooperate and provide all reasonable assistance (at no charge) to the Step-in Party for the sole purpose of enabling the Step-in Party to perform the Step-in Actions; and

10.4.3. use all reasonable endeavours to ensure that your relevant personnel promptly follow the reasonable and lawful instructions of the Step-in Party in pursuance of the Step-in Actions.

10.5. We shall use reasonable endeavours to ensure that the Step-in Actions are completed during the Step-in Period, but if we reasonably deem it necessary to extend the Step-in Period, we shall inform you accordingly no later than three Business Days before the Step-in Period is due to end.

10.6. You shall notify us in writing as soon as you become aware of the occurrence of a Step-in Event or of the reasonable likelihood of a Step-in Event occurring.

11.1. This clause 11 sets out the entire financial liability of Cloud Gateway (including any liability for the acts or omissions of its employees, agents and subcontractors) to you:

11.1.1. arising under or in connection with this Agreement; and

11.1.2. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

11.2. All warranties, conditions and other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law.

11.3. Nothing in this Agreement limits or excludes the liability of either party: (i) for death or personal injury which results from negligence; (ii) for any damage or liability incurred by a party as a result of fraud or fraudulent misrepresentation by the other party; (iii) under any indemnity clause in this Agreement; or (iv) for any other liability which cannot be limited or excluded by law.

11.4. Subject to clause 11.3:

11.4.1. Cloud Gateway will not be liable for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss or corruption of data or information, or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and

11.4.2. Cloud Gateway’s total liability to the Reseller in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising under or in connection with this Agreement will be limited to the higher of either: (i) the Reseller’s discounted amount in the 12 months preceding the relevant claim (to be calculated on a pro rata basis where the applicable period is less than 12 months); or (ii) £1,000.

12.1. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

13.1. During the term of this Agreement, and for a period of two years after its effective termination date, you will not target or solicit Cloud Gateway Customers to engage with you on a direct or indirect basis, or otherwise interfere with the relationship between us and Cloud Gateway Customers, and you shall procure that none of your staff or agents cause a breach of this clause 13.

13.2. We will not directly engage with your End Clients with the intent to entice them away from you. Any engagements and interactions with your End Clients will be to support you in delivering the Services supplied by us to you under the terms of this Agreement to such End Clients.

14.1. Except with the written consent of the other party, each party agrees that for the duration of this Agreement, and for a period of 12 months following its termination, it will not, whether by itself, its officers, employees, agents or otherwise, and whether as a consultant, principal, partner, director, employee or otherwise, directly or indirectly solicit, entice away, offer employment to, or conclude any contract for services with a Restricted Person.

14.2. Regardless of clause 14.1, either party may employ or engage any Restricted Person who has responded directly to a genuine recruitment drive via a recruitment agency engaged by the relevant party or via an advertisement placed publicly by the relevant party (either in the press, social media, online or in trade and industry publications).

14.3. In the event of a breach of clause 14.1 which results in the employment or engagement of a Restricted Person by the party in breach, the party in breach shall pay to the other party by way of liquidated damages an amount equivalent to three months’ of the remuneration paid by the other party to the Restricted Person immediately before the termination of their employment or engagement with the other party (or, if the Restricted Person had not been employed or engaged for three months, a prorated amount equivalent to three months’ remuneration). The liquidated damages payment in this clause 14.3 represents a genuine pre-estimate of each party’s loss and the parties acknowledge and agree that this clause is reasonable.

14.4. The provisions in clause 14.3 shall be without prejudice to a party’s ability to seek damages or claim injunctive relief.

15.1. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous Agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

15.2. No variation of this Agreement shall be effective unless it is in writing and signed by both parties or their authorised representatives. Where changes are excessive, we may charge on a time and materials basis (at Cloud Gateway’s applicable rate card rates as specified in the Proposal) for the time we spend preparing and negotiating Change Orders which implement changes proposed by you.

15.3. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy.

15.4. This Agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

15.5. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

15.6. During the term of this Agreement, both Parties shall maintain in force, with a reputable insurance company, professional indemnity insurance at an amount not less than £2,000,000 and shall, upon request of either Party, produce the insurance certificate giving details of cover.

15.7. All notices must be in writing and will be deemed given two days after such notice has been posted by registered or certified mail to the other party’s registered office or primary trading address (as notified by a party to the other party in writing from time to time). Serving notice by email or fax will not be accepted as an effective method of providing notice of a claim under this Agreement.

15.8. No one other than a party to this Agreement, their successors and permitted assignees shall have any right to enforce any of its terms.

15.9. This Agreement may be signed in counterparts. Each signed copy of a document will be deemed to be an original, but all signed copies, when taken together, will constitute one and the same agreement.

15.10. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the English courts. 

a security breach that has resulted in the unauthorised disclosure of, or access to, Shared Personal Data.

means Monday to Friday (inclusive), excluding any Bank Holidays and Public Holidays in England.

means (i) the sale of all or substantially all the assets of a party; (ii) any merger, consolidation, dissolution or acquisition of a party with, by or into another corporation, entity or person; or (iii) any change in the ownership of more than fifty percent (50%) of the voting capital stock of a party in one or more related transactions.

a variation agreement to this Agreement and/or a Proposal.

Cloud Gateway’s current and prospective customers from time to time.

any equipment, including tools, systems, cabling, boxes or facilities, provided to the Reseller by Cloud Gateway, its agents, subcontractors or consultants, and used directly or indirectly in the supply of the Services.

each have the meaning as defined under Data Protection Laws.

the party that discloses Shared Personal Data to the other party.

means the Data Protection Act 2018, the UK GDPR and all applicable laws and regulations relating to processing of personal data and privacy, including, where applicable, the guidance and codes of practice issued by the Information Commissioner’s Office or a relevant Government department in relation to such legislation, and, to the extent applicable, the data protection or privacy laws of any other country, all as amended or replaced from time to time.

a party that receives Personal Data from the Data Discloser.

an identified or identifiable natural person as defined under Data Protection Laws.

any information, data, text, content or materials made available by us to you or an End Client as part of the Services.

any user / organisation that consumes Cloud Gateway’s Services under a Relevant Contract with the Reseller.

any fees and/or Commission payable under this Agreement or under a Proposal.

any company which is under the common management control of, and of which more than 50% of the shares (or equivalent) are owned by: a party; a subsidiary of that party; its ultimate holding company; or any directly or indirectly owned subsidiary of such ultimate holding company (where “holding company” and “subsidiary” shall be as defined in section 1159 of the Companies Act 2006), and “Group” shall be construed accordingly.

any patents, trade marks, service marks, copyright, database rights, moral rights, design rights, unregistered design rights, domain names, rights in get-up, know-how, confidential information and any other intellectual or industrial property rights, whether or not registered or capable of registration and whether subsisting in England or any other part of the world, together with any goodwill relating or attached to such rights.

any information relating to a Data Subject, in particular where the Data Subject can be identified, directly or indirectly by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

a document between the Reseller and Cloud Gateway detailing the specifications for the proposed Services to be provided by Cloud Gateway to an End Client. The Proposal may contain bespoke arrangements for the End Client as a variation to these terms, including but not limited to, whether support services are provided directly to the End Client or the Reseller, requirements to jointly attend meetings, additional training to be provided. Where no bespoke arrangements are detailed in the Proposal, the terms of this Agreement shall apply.

a legally binding contract for the supply of the Services and/or Cloud Gateway Equipment entered into between the Reseller and an End Client.

all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, including, but not limited to, the Bribery Act 2010.

any person who is, or has been, employed by the other party and who was materially involved in the provision of the Services at any time during the 12 months prior to the date of termination of this Agreement. This excludes any employee that has been made redundant or dismissed (whether lawfully or unlawfully) by the other party.

the Cloud Gateway services to be provided by the Reseller to End Clients, as detailed on the Cover Sheet and the Proposal.

any Personal Data exchanged between the parties under this Agreement.

a) a condition occurs that triggers Cloud Gateway's right to terminate this Agreement under clause 8 (Commencement and Duration);

b) Cloud Gateway has reasonable grounds for believing that the Reseller is unable to deliver the Services to an End Client, or that those Services will be in material breach of the contract the Reseller has with the End Client; or

c) a Force Majeure Event occurs that materially prevents or materially delays the provision of the Services or any material part of them by the Reseller to the End Client.

1.1. You will resell the Cloud Gateway Services and Cloud Gateway Equipment to your End Clients.

1.2. Upon your request, we will provide a proposal to you for each End Client to provide them with our Services and Cloud Gateway Equipment. The agreed specification will be detailed in a Proposal, which will be signed by you and us.

2.1. You will directly engage End Clients under a Relevant Contract, which will incorporate the Cloud Gateway Master Services Agreement (as detailed in Schedule 4 and as updated from time to time by us at our sole discretion), or terms no less onerous.

2.2. You must:

2.2.1. at all times during the term of this Agreement, perform your obligations under this Agreement and conduct yourself in a lawful, ethical, fair, competent, and professional manner, in accordance with industry standards;

2.2.2. not, through any action, inaction, statement, or omission, negatively impact the reputation or goodwill of Cloud Gateway or the Cloud Gateway brand;

2.2.3. at all times during the term of this Agreement, only use employees and contractors who are thoroughly knowledgeable about how to use, market, advertise, demonstrate, sell, offer for sale, test, support, service, and provide other services relating to the Cloud Gateway Services;

2.2.4. create and retain records and books of account relating to the Services in accordance with generally accepted accounting principles;

2.2.5. cooperate with us in all matters relating to the Services;

2.2.6. appoint a Services manager for each Proposal, such person to be identified by email and updated as required. That person shall be the main contact for service delivery purposes;

2.2.7. provide, for Cloud Gateway and its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to your premises, office accommodation, data and other facilities as reasonably required by us including any such access as is specified in a Proposal;

2.2.8. provide to us in a timely manner all documents, information, items and materials in any form (whether owned by you or a third party) required under a Proposal, or otherwise reasonably required by us in connection with the Services, and ensure that such documents, information, items and materials are accurate and complete in all material respects;

2.2.9. inform us of all health and safety and/or security requirements that apply at any of your premises;

2.2.10. ensure that all of your equipment is in good working order, suitable for the purposes for which it is used in relation to the Services and conforms to all relevant United Kingdom standards or requirements;

2.2.11. obtain and maintain all necessary licences and consents and comply with all applicable laws as required to enable us to provide the Services, including in relation to the installation of the Cloud Gateway Equipment, the use of all Reseller materials and the use of your equipment, in all cases before the date on which the Services are to be supplied;

2.2.12. keep and maintain the Cloud Gateway Equipment in accordance with our instructions from time to time and not dispose of or use the Cloud Gateway Equipment other than in accordance with our written instructions or authorisation; and

2.2.13. comply with any of your additional responsibilities as set out in the relevant Proposal.

2.3. If the performance of our obligations under this Agreement is prevented or delayed by any act or omission of you, your agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy we may have, we shall be allowed an extension of time to perform our obligations equal to the delay caused by you.

2.4. You will use reasonable endeavours to generate a resale pipeline for the Cloud Gateway Services under this Agreement.

2.5. You will register all Cloud Gateway Service opportunities with the minimum following information:

2.5.1. company name of prospective End Client;

2.5.2. contact name at prospective End Client company;

2.5.3. email address of prospective End Client contact;

2.5.4. telephone number of prospective End Client contact;

2.5.5. UK main location address for prospective End Client;

2.5.6. outline of your relationship with the prospective End Client; and

2.5.7. summary overview of the opportunity including budget, procurement mechanism, timescales, competition, and incumbent supplier information where available.

2.6. Should you fail to register the prospective End Client opportunity you are at risk of another reseller registering the opportunity and making claim for the opportunity, should the prospective End Client proceed with the procurement of Cloud Gateway Services.

2.7. You will seek to secure End Client references and case study information for promotional purposes. No Confidential Information will be used in the case study and/or promotion materials generated, and we will provide any material to be published externally to you for approval prior to publication. You may not unreasonably withhold such approval.

2.8. You accept the following Cloud Gateway process for testing and acceptance of the Services (“Acceptance Testing”) for all Proposals as set out herein:

2.8.1. Set-Up. Promptly upon the parties’ execution of a Proposal, the parties shall take all steps necessary to make the Service procured thereunder ready and available for use in accordance with the Proposal. If applicable, on or before the ‘go-live’ date, we shall: (i) implement in the Service any required interfaces for access to the Services; (ii) deliver to you any documentation necessary to access and use the Services; (iii) assign all security access, passwords and user IDs necessary to access and use the Services; (iv) and provide access by you to perform Acceptance Testing; (v) perform any applicable professional or other set-up Services.

2.8.2. Acceptance Testing. Upon completion of all activities and tasks (whether performed by us or you) that are a prerequisite to use the Services in a live production environment, you shall have a period of up to seven calendar days (“Acceptance Test Period”) in which to test the Services in production to ensure they conform in all material respects to the documentation and any other agreed-upon performance criteria for functional specifications (“Acceptance Criteria”), except where you have already undertaken a Proof of Concept (“POC”) with us for the Services ordered. Where a POC has not been undertaken, the Services will be deemed to be accepted by you at the end of the Acceptance Test Period unless you submit a written notice of rejection to us prior to the end of Acceptance Test Period. If you do not provide us with notice of acceptance or rejection during those seven calendar days, such Services are deemed accepted by you. If you provide us with notice of rejection during those seven days, the parties will work to resolve the reasons for rejection under a re-testing process.

2.8.3. Re-Testing. In the event that you notify us within the Acceptance Test Period that the Services failed to conform to the Acceptance Criteria, we shall have seven calendar days from receipt of such notice to cure such failures at no cost to you (“Remediation Period”). Upon expiration of Remediation Period, or upon our certification in writing to you that all corrections have been made, whichever is earlier, you shall have up to seven calendar days to retest the Services to ensure that they conform to the Acceptance Criteria (“Re-testing Period”). The Services will be deemed to be accepted by you at the end of the Re-testing Period unless you submit a written notice of rejection to us prior to the end of Re-testing Period. If you reject the Services because they fail to conform to the Acceptance Criteria during the Re-testing Period, you shall have the option to: (i) extend to us an additional Remediation Period and Re-testing Period as set forth above; or (ii) terminate this Agreement, in which case we shall promptly refund to you all sums paid by you under this Agreement. Your election of “(i)” in the preceding sentence shall not bar you from electing “(ii)” in the event we fail to correct all non-conformances.

2.8.4. Upon completion of Acceptance Testing as set out in this clause 2.8, any outages attributed to the failure of you or your End Clients to deploy and test both connectivity routes shall not be included in the calculation of Service Availability, incident priority allocation, or Resolution Times as set out in Schedule 4.

2.9. You must:

2.9.1. have a signed NHS ODS agreement in place at all times whilst consuming Services provided by us that include HSCN Connectivity;

2.9.2. provide us with all applicable valid ODS numbers for any Services that require HSCN connectivity before connectivity to HSCN can be granted; and

2.9.3. ensure that any users of the Services (including, but not limited to, the End Client and any third party subcontractors or associates of you and/or the End Client) that require HSCN connectivity will have a signed, valid ODS agreement in place throughout the term of the Proposal prior to ordering from us.

2.10.You agree to abide by the governance set out in Schedule 3 and 4 of the Cloud Gateway Master Services Agreement (as detailed in Schedule 4 of this Agreement and updated from time to time by us at our sole discretion) at all times whilst providing Services to an End Client that include HSCN or PSN Connectivity.

2.11. You will provide first-line support for any support and/or maintenance queries from End Clients. All small changes and other change requests should be raised by the End Client or you to us and we will obtain your Purchase Order details or authorisation before providing support to the End Client or yourself. We will invoice you for any small changes and you will invoice your End Client.

3.1. We shall use reasonable endeavours to provide the Services and deliver the Deliverables to you in accordance with the Proposal in all material respects.

3.2. We shall deliver and commence billing of the Services to you or an End Client (if specified in the Proposal) within 30 days from receipt of the signed Proposal, or in accordance with the timelines set out in the Proposal, whichever is earlier. In the event there is a delay in delivering the Services caused by us, this timeline will be extended accordingly.

3.3. We shall use reasonable endeavours to meet any milestones specified in each Proposal, but any such dates shall be estimates only and time for performance by us shall not be of the essence in this Agreement.

3.4. We shall appoint a Service manager in respect of the Services to be performed under each Proposal. Only a Director of Cloud Gateway shall have authority to contractually bind Cloud Gateway on all matters relating to the relevant Services (including by signing Change Orders). We may replace those persons from time to time where reasonably necessary in the interests of our business.

3.5. We shall use reasonable endeavours to support you with sales, technical and commercial activities to effectively realise your capability to resell Cloud Gateway’s Services.

3.6. We shall provide you with such marketing and promotional materials, sales tools and other collateral relating to the Services (collectively, “Marketing Collateral”) as we reasonably deem necessary to allow you to successfully market the Services to prospective End Clients. You shall have the right to revise and rebrand the Marketing Collateral subject to our approval of such revised materials, approval of which shall not be unreasonably withheld.

3.7. We shall not knowingly or intentionally through any action, inaction, statement or omission negatively impact the reputation or goodwill with End Clients of you and/or your brand.

3.8. We shall not be liable for availability of the Cloud Gateway Services or be liable to provide service credits where there is a failure of the connectivity to the Cloud Gateway Services where we do not provide that connectivity as part of the Services.

3.9. Where practicable, we shall provide reasonable prior notice to you of any intended changes, updates, replacements or modifications to the Services which will have a material impact on the delivery of the Services and/or Cloud Gateway Equipment.

3.10. We shall only provide second-line support for End Clients directly when all previous attempts to solve an issue for an End Client by you have been unsuccessful and if we are satisfied you have made all necessary attempts to resolve the issue. We shall be entitled to charge for our time based on our Rate Card where the issue is not caused by us.