SUNLIGHT DISTRIBUTION PROGRAMME GUIDE
Except where expressly stated otherwise, capitalised words and phrases used in this Sunlight Distribution Programme Guide shall have the meaning given to them in the Agreement. Performance of this Sunlight Distribution Programme Guide is subject to and forms part of the Agreement referred to in the Sunlight.io Distributor (Channel Partner) Terms and Conditions.
1. DISTRIBUTOR OBLIGATIONS
1.1 The Distributor shall (and shall ensure that each Channel Partner shall):
(a) use commercially reasonable efforts to advertise, market and promote the distribution and sale of the Sunlight Application including as part of the Bundled Offering as applicable;
(b) provide a monthly forecast in advance of each month during the term of the Agreement setting out the expected sales (overall at Distributor level and also broken down by each Channel Partner);
(c) log details of all prospective Customers in the Sunlight portal;
(d) regularly meet with Sunlight.io to provide updates on sales of the Bundled Offering or the Sunlight Application;
(e) at all times strictly comply with all reasonable instructions given by Sunlight.io with regard to the foregoing marketing and/or promotion and all instructions given by Sunlight.io with regard to the use or non-use of the Sunlight Application and/or proprietary rights owned or controlled by Sunlight.io (including, without limitation, any Intellectual Property Rights owned or controlled by Sunlight.io);
(f) procure that all of its staff involved in the exercise of the rights granted under the Agreement are at all times sufficiently well trained and competent in their knowledge of the Sunlight Application to enable them to (i) represent and promote it to their best advantage; and (ii) provide after-sales support services pursuant to any Customer Agreement;
(g) be solely responsible (as between the Parties) for any hardware provided to a Customer;
(h) when creating the Bundled Offering, install and configure the Sunlight Application on the hardware in accordance with all reasonable instructions supplied by Sunlight.io to Distributor from time to time in writing and subject to any testing requirements that Sunlight.io may impose;
(i) if applicable, ensure that the Bundled Offering meets or exceeds the minimum technical and performance requirement set out in any specifications provided by Sunlight.io;
(j) maintain an inventory of the Bundled Offering at levels which are appropriate and adequate for the Distributor to meet all its reasonable Customer delivery and/or support requirements;
(k) diligently upgrade Customers (as applicable) to supported versions of the Sunlight Application;
(l) ensure that, on any renewal of a Subscription, the installed version will not “end-of-life” (in accordance with Sunlight.io’s then applicable EOL policy whilst the Subscription subsists, provided that in default thereof, Distributor shall upgrade it. In default of such upgrade, Sunlight.io’s support obligations (if any) in respect of such Subscription shall immediately terminate;
(m) if applicable, facilitate Sunlight.io’s provision to Distributor of Level 3 support pursuant to the Agreement, including providing Sunlight.io with, at least, the following: contact information, firewall ports, system logins, and remote support tool implementation;
(n) on a monthly basis and promptly on request at any time, provide Sunlight.io such information (including without limitation names, addresses, and Subscription term) about the Customers as is reasonably required by Sunlight.io for the purposes of managing and enforcing the terms of the EULA and/or Customer Agreement with such Customers (as further described in Clause 5 of the Agreement);
(o) monitor and record: (i) the amount and location of any Bundled Offerings, (ii) details of any hardware used in a bundled offering, (iii) the number of any licenses of the Sunlight Application in use and (iv) the identity of all known Customers;
(p) provide a report of the information detailed in Clause 1.1(o) to Sunlight.io on a monthly basis and promptly upon request at any time;
(q) comply with the Sulight.io Brand Guidelines; and
(r) notify Sunlight.io in writing immediately upon Deployment of any Bundled Offering.
1.2 Distributor shall ensure that all Subscriptions resold by Distributor shall be for a duration no longer than the duration purchased from Sunlight.io.
1.3 In addition to the foregoing, Distributor shall provide or procure the provision of support to its Customers in accordance with the provisions of sunlight.io/legal/support-policy provided that Distributor procuring the provision of such support shall remain primarily liable for any failure to provide it properly or at all.
2. SUNLIGHT.IO OBLIGATIONS
2.1 Sunlight.io may provide Distributor with materials such as marketing collateral, all rights in which, including all Intellectual Property Rights, shall remain vested in Sunlight.io subject to a non-exclusive, limited licence for the Distributor to use the same in good faith for the purposes of performing the Agreement for the Term in the Territory.
2.2 Unless specified otherwise in the Front Page, Sunlight.io shall provide Level 3 support only and as detailed in sunlight.io/legal/support-policy in respect of Subscriptions resold under the Agreement which are eligible for support. Sunlight.io shall be under no obligation to provide support in relation to any Customer whose identity has not been provided by Distributor.
2.3 Sunlight.io may agree to provide Distributor (or subject to Clause 2.4 below, Distributor’s Customer) with training on the Sunlight Application from time to time. The nature, scope and charges of the training to be provided shall be set out in an order following Sunlight.io’s standard order process and signed by both parties.
2.4 Sunlight.io shall not be obliged by the terms of the Agreement to provide training or support direct to Distributor’s Customers or to fix bug versions, where the bug is fixed in a later version. If Sunlight.io elects in writing to provide training or support direct to Distributor’s Customers, then Sunlight.io shall do so only for and on behalf of Distributor and only on the basis that Sunlight.io shall have no liability to Distributor or Customer arising out of or in connection with the provision of or failure to provide such training or support (save to the extent that such liability cannot lawfully be limited or excluded under applicable law).
2.5 Sunlight.io shall issue to the Distributor any updates and upgrades to the Sunlight Application as such updates or releases become generally commercially available.
2.6 Sunlight.io shall provide such reasonable assistance to the Distributor in relation to sales of the Bundled Offering as agreed by Sunlight.io from time to time.
3.1 Distributor shall keep and maintain complete, separate and proper records and accounts in a form in accordance with generally accepted international accounting principles and practices in relation its obligations under the Agreement and the sale of Subscriptions during the Term and for a period of 2 years after that. Upon reasonable notice given by Sunlight.io, Distributor shall permit Sunlight.io or its authorised representatives to audit or inspect the reports, records and accounts referred to in the Agreement (including allowing Sunlight.io or its authorised representatives to have access to the premises of the Distributor and its sub-contractors and third party service providers at all reasonable times) so that Sunlight.io may verify the accuracy of any information supplied by Distributor, and/or compliance with the Agreement. Such audit shall be at Sunlight.io ’s cost and expense save that if any audit or inspection carried out pursuant to this Clause reveals that any statement incorrectly reported by more than five percent (5%) the value of all monies due to Sunlight.io during the period audited then Sunlight.io, upon delivery of an invoice, shall be entitled to immediate payment of all of the costs of such audit together with the whole amount under-reported, together with interest thereon for the period between the date such under-reported amount first should have been paid and the date it is paid.
4. PURCHASE ORDER AND ORDER PROCESS
4.1 From time to time Distributor shall be entitled to request a reasonable number of licence keys for the purpose of producing a Bundled Offering by issuing a purchase order specifying:
(a) the number of licence keys required;
(b) the duration of the applicable Subscription;
(c) the Price payable by Distributor in respect of such licence keys, calculated on the basis of the Standard Price;
(d) identification of any hardware to be used;
(e) if applicable, any sales assistance to be provided by Sunlight.io; and
(f) if known, the identity (including without limitation name and address) of the Customer.
4.2 Any purchase order submitted in accordance with Clause 4.1 shall be deemed accepted by Sunlight.io upon the earlier of formal acceptance in writing or the issuance of a licence key requested under such purchase order by Sunlight.io.
4.3 If Distributor wishes to order any products or services other than: (i) those products and services listed in the Price List; or (ii) at the Standard Price, then in each case Distributor shall not be entitled to issue a purchase order under Clause 4.1, and shall instead be required to follow Sunlight.io’s standard order process, which requires the signature of an authorised Sunlight.io signatory. Each Order shall specify:
(a) the information outlined in Clauses 4.1(a), 4.1(b), 4.1(d), 4.1(e), 4.1(f);
(b) if applicable, any training to be provided by Sunlight.io; and
(c) the special price payable by Distributor in respect of such licence keys.
4.4 Following Distributor’s provision of a purchase order or Order in accordance with this Clause 4, if such request is accepted by Sunlight.io (in its sole discretion) Sunlight.io shall issue the Distributor with the licence keys.
4.5 The licence key shall be linked to a specific MAC address. If Distributor or the Customer wants to change the hardware on which the Sunlight Application is installed this will require a new licence key which may be issued by Sunlight.io in its sole but reasonable discretion.
4.6 Distributor shall not copy any licence key.
4.7 For the avoidance of doubt, any additional or different terms and conditions of the Distributor printed on any purchase orders, or other documentation provided by the Distributor to Sunlight.io, are hereby excluded and shall be for the administrative convenience of Distributor only and of no legal force or effect.
4.8 Sunlgiht.io shall be entitled to invoice the Distributor upon the earlier of: (i) Deployment of any Bundled Offering or (ii) one month from acceptance under Clause 4.2 by Sunlight.io of the relevant purchase order or execution of the relevant Order (as applicable).
4.9 All Subscriptions shall commence upon the Subscription Commencement Date and renew on the Subscription Renewal Date.
4.10 Sunlight.io shall invoice Distributor and Distributor shall pay in US Dollars.
4.11 Distributor shall pay to Sunlight.io when due all fees for which Distributor has received an invoice within fourteen (14) days of its date together with interest on any late payments due from Distributor at a rate of one percent (1%) per month from the date due to the date paid.
4.12 Distributor shall not be entitled by reason of any set-off, counter-claim, abatement or other similar deduction to withhold payment of any amount due to Sunlight.io. Distributor shall notify Sunlight.io within seven days of receipt of an Sunlight.io invoice if it disputes the same (in the absence of which it shall be deemed to have irrevocably accepted the invoice as accurate). All invoices shall set out (i) any indirect sales tax due; and (ii) any charges by Sunlight.io in respect of third party/add-on products all of which shall be payable in addition. Any fees owed to Sunlight.io by the Distributor shall not be contingent upon payment to the Distributor by any third party including by Customer.
4.13 If a payment due from the Distributor to Sunlight.io under the Agreement is subject to withholding tax (whether by way of direct assessment or withholding at its source), Sunlight.io shall be entitled to receive from the Distributor such amounts as shall ensure that the net receipt, after tax, to Sunlight.io in respect of the payment is the same as it would have been were the payment not subject to tax. Distributor shall be solely responsible for withholding and remitting all other applicable taxes in relation to subsequent distributions to Customers
4.14 In respect of renewals of Subscriptions resold by Distributor:
(a) Distributor shall notify Sunlight.io of an impending auto-renewal not less than sixty days prior to the Subscription Renewal Date;
(b) subject to earlier, lawful prior termination, all Subscriptions shall automatically renew for equal Subscription periods on the Subscription Renewal Date unless either party notifies the other of its intention not to renew not less than 30 days prior to its expiry.
(c) at the time of renewal Sunlight.io will issue Distributor a new license key (where relevant).
4.15 The Parties shall be entitled to jointly issue a press release in the terms agreed by both of them in advance in writing, but shall not otherwise make any public comment or disclosure about the Agreement.