Except where expressly stated otherwise, capitalised words and phrases used in this Sunlight Reseller Programme Guide shall have the meaning given to them in the Agreement. Performance of this Sunlight Reseller Programme Guide is subject to and forms part of the Agreement referred to in the Sunlight.io Reseller Terms and Conditions.
1.1 The Reseller shall:
(a) use commercially reasonable efforts to advertise, market and promote the sale of the Sunlight Application, either as part of the Sunlight Solution or as part of the Bundled Offering (as per the Reseller’s Order);
(b) provide a monthly forecast in advance of each month during the term of the Agreement setting out the expected sales.
(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 Sunlight Solution;
(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 any Sunlight Solution 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 Solution 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) unless agreed otherwise in an Order, be solely responsible (as between the parties) for the installation of the Sunlight Application and/or any hardware provided to a Customer;
(h) if creating the Bundled Offering, install and configure the Sunlight Application on the hardware in accordance with all reasonable instructions supplied by Sunlight.io to Reseller on the relevant Order and from time to time in writing and subject to any testing requirements that Sunlight.io may reasonably 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 or Sunlight Solution at levels which are appropriate and adequate for the Reseller 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 annual 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, Reseller 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 Reseller of Level 2 & 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 with such Customers (as further described in clause 5 of the Agreement).
1.2 Reseller shall ensure that all Subscriptions resold by Reseller shall be for a duration no longer than the duration purchased from Sunlight.io.
1.3 In addition to the foregoing, Resellers shall provide or procure the provision of support to its Customers in accordance with the provisions of sunlight.io/legal/support-policy provided that Resellers procuring the provision of such support shall remain primarily liable for any failure to provide it properly or at all.
2.1 Sunlight.io may provide Reseller 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 Reseller 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 or an applicable Order, Sunlight.io shall provide technical (only) Level 2 & Level 3 support as detailed in sunlight.io/legal/support-policy in respect of Subscriptions resold under the Agreement which are eligible for support.
2.3 Sunlight.io may agree to provide Reseller (or subject to clause 2.4 below, Reseller’s Customer) with training on the Sunlight Solution from time to time. The nature, scope and charges of the training to be provided shall be set out in an Order.
2.4 Sunlight.io shall not be obliged by the terms of this Agreement to provide training or support direct to Reseller’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 Reseller’s Customers, then Sunlight.io shall do so only for and on behalf of Reseller and only on the basis that Sunlight.io shall have no liability to Reseller 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 Reseller any updates and upgrades to the Sunlight Solution as such updates or releases become generally commercially available.
3.1 Reseller 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 to sales of Subscriptions during the Term and for a period of 2 years after that. Upon reasonable notice given by Sunlight.io, Reseller shall permit Sunlight.io or its authorised representatives to audit or inspect the records and accounts referred to in this clause so that Sunlight.io may verify the accuracy of any information supplied by Reseller under 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.
4.1 Where Reseller intends on concluding a Customer Agreement with a Customer, Reseller shall:
(a) notify Sunlight.io of the same; and
(b) promptly complete a draft Order in a format to be provided by Sunlight.io from time to time, and which includes all relevant details required by Sunlight.io in an Order (including the legal name, registered address and company number of the Customer, the number, start date and duration of the Subscriptions, number of licences, the and any other information requested by Sunlight.io).
4.2 Reseller shall be entitled to purchase Subscriptions for the Sunlight Solution and/or Sunlight Application (as set out in the relevant Order) from Sunlight.io at the price agreed between them in writing (“Price”). Unless agreed otherwise in the Front Page or Order, the Price charged by Sunlight.io to the Reseller will be calculated on the basis of the List Price after Applicable Discounts. “List Price” means the then-current price listed in Sunlight.io’s Catalogue prevailing at the time of the Order; “Applicable Discounts” means the discounts from List Price, specified in the Front Page or applicable Order; and “Catalogue” means Sunlight.io’s then-current catalogue relating to the Sunlight Solution. The price of the Sunlight Solution or Bundled Offering (as applicable) charged by the Reseller to its Customers will be at Reseller’s sole discretion.
4.3 Following Reseller’s signature of an Sunlight.io Order, Sunlight.io shall issue a licence key for it to provide to its Customer in respect of the applicable Order the start and duration of which shall be set out in the applicable Order. The timing and method of issuing the licence key will be as set out in the relevant Order. Unless otherwise agreed in an Order, the licence key shall be linked to a specific MAC address. If 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.
4.4 Fulfilment by Sunlight.io of Orders for Subscriptions shall not be performed by Reseller making a copy of an existing licence key. Following purchase of a Subscription, Sunlight.io shall make available a licence key as set out above in clause 4.3. Notwithstanding the foregoing in clause 4.3 and 4.4, if the Reseller has the technical capability of creating its own valid licence keys, or if Sunlight.io elects to provide a number of licence keys in advance of an Order, Reseller shall not issue such licence keys to Customers or otherwise use them unless Sunlight has granted permission in writing for Reseller to do so, and there is a valid Order in place (and without prejudice to Sunlight.io’s other rights and remedies, if there is no such Order Reseller shall be responsible for the corresponding fees that would have been payable under an Order in respect of the licence key).
4.5 No Reseller purchase order shall be required for the conclusion of a binding Order, and if issued shall be without legal force or effect. For the avoidance of doubt, any additional or different terms and conditions of the Reseller printed on any purchase orders or other documentation provided by the Reseller to Sunlight.io, are hereby excluded and shall be for the administrative convenience of Reseller only and of no legal force or effect.
4.6 Unless otherwise provided on the Front Page or in an Order:
(a) Sunlight.io shall invoice the Reseller for all sums due under all Orders pursuant to this Agreement on a per Order basis (unless otherwise agreed by the parties), calculated and payable in accordance with the Agreement and as may be set out more specifically in an applicable Front Page or Order;
(b) Sunlight.io shall invoice Reseller and Reseller shall pay in US Dollars; and
(c) Reseller shall pay to Sunlight.io when due all fees for which Reseller has received an invoice within fourteen (14) days of its date together with interest on any late payments due from Reseller at a rate of one percent (1%) per month from the date due to the date paid.
4.7 Reseller 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. Reseller 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 Reseller shall not be contingent upon payment to the Reseller by any third party including by Customer.
4.8 If a payment due from the Reseller 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 Reseller 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.
4.9 In respect of renewals of Subscriptions resold by Reseller:
(a) Reseller shall notify Sunlight.io of an impending auto-renewal not less than sixty days prior to the date of such impending auto-renewal;
(b) Subject to earlier, lawful prior termination, all Subscriptions shall automatically renew for additional 12 month periods 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 Reseller a new license key (where relevant).
4.10 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.