1.                             DEFINITIONS AND INTERPRETATION

• Definitions

In this Agreement, the following phrases and expressions have the following meanings: “Confidential Information”    means all secret or confidential commercial, financial

and technical information, know how, trade secrets,

inventions, product design, computer software and other information whatsoever and in whatever form or medium and whether disclosed orally or in writing, together with all reproductions in whatsoever form or medium and any part or parts of it;

“Contract”                                  means a completed contract between Reseller and a Customer for provision of a Product in a form substantially similar to the templates provided by GoBIG from time to time;

“Customer”                                means a party with whom Reseller contracts, who acquires the Products for Customers’ own use and not for subsequent resale (and for the avoidance of doubt, this does not include Reseller itself);

“Demonstration System”           means  the  system  comprised  of  Software,

Hardware and associated licences, which shall be used by Reseller solely for demonstration purposes;

“Documentation”                       means  the  general  system  management  and

configuration documents and other Product- related information in hardcopy or electronic readable form;

“Hardware”                                means the hardware and equipment supplied or stipulated by GoBIG for use with or in relation to the Products;

“Insolvency Event”                       means a notice being issued to propose a resolution or a

petition being presented for winding up or dissolution, or such a resolution being passed or any steps being taken with a view to a voluntary arrangement or other assignment, composition or arrangement with all or any creditors or any moratorium, readjustment, rescheduling, forgiveness or deferral of all or any indebtedness or an administrator or receiver being appointed over a party or all or any of its assets or any action anywhere similar or analogous to any of the foregoing (or the other party having reasonable grounds for believing that any of the foregoing is imminent);

“Intellectual Property Rights”  means all intellectual property rights of any kind

existing anywhere in the world whether or not registered and all applications, renewals and extensions of the same including, without limitation, copyright, database rights, design rights, patents, trade marks, service marks, trade names and other rights in goodwill;

“Platform”                                  means the Hardware, the Software, the Documentation and any other user manuals and other relevant documentation sold or supplied by GoBIG;

“Portal”                                      means GoBIG’s website facilities made available to Reseller;

“Product”                                   means each of the collections of services and products described at Schedule 1 (and the Platform and/or the Support Service or any element of or within them as agreed in each case) and any other product or service offered by GoBIG from time to time which has been communicated to the Reseller in writing as being a service and product to which the terms of this agreement apply and which now form part of Schedule 1;

“Software”                                 means GoBIG’s computer software and diagnostics (including any enhancements, modifications and virus updates), in object code form only and provided by GoBIG;

“Standard Price List”                  means GoBIG’s price list set out on the Portal from

time to time;

“Supported Environment”    means the necessary configuration and conditions

communicated by GoBIG to Reseller, for the intended use of the Platform by Customer;

“Support Service”                       means the support service provided by GoBIG to

Customer and Customers’ end users;

“Territory”                                  means the UK (and other countries as agreed from time to time);

“Trade Marks”                            means GoBIG’s registered and/or unregistered trade marks, names, logos and brands (including, without limitation, “GoBIG”).

2.                             APPOINTMENT

• GoBIG hereby appoints Reseller as a non-exclusive reseller of the Products under the terms of this Agreement for the Term.

2,2  Reseller must sell each of the Products subject to the terms of this agreement and the terms of conditions relating to each specific Product as communicated to the Reseller in writing by GoBIG from time to time.

• Reseller shall be entitled to describe itself as GoBIG’s “authorised reseller” for the Products, but it shall not hold itself out as GoBIG’s agent for sales of the Products or as being entitled to bind GoBIG in any way.
• Reseller shall not sell the Products through any sales agent or to any sub-distributor without the express written permission of GoBIG.
• Reseller shall not, whether itself or through or on behalf of any other person, firm or corporation, either directly or indirectly:
  • obtain the Products for resale from any person, firm or company other than GoBIG, for the longer of the Term or a period of 3 years following the date of this Agreement;

3.                             DURATION AND PRODUCTS

• This Agreement shall commence on the date of this Agreement and, subject to the provisions for earlier termination contained herein, shall continue in force for a period of one (1) years (“Initial Period”) and shall thereafter continue for successive one (1) Year periods (each a “Renewal Term”), unless and until terminated in accordance with this Agreement (the Initial Term and the Renewal Term are the “Term”).
• GoBIG shall use reasonable endeavors to provide each Product to the Reseller from the date when GoBIG has agreed to provide the Product in writing and to do so until the Product is terminated in accordance with this Agreement. Each Product will be provided subject to the terms and conditions of this Agreement and the specific terms and conditions of any other agreement relating to the specific Product as agreed in writing between the parties from time to time.
• GoBIG shall be entitled to:
  • change the technical specification of the Products (provided that such changes do not materially affect the nature and performance of the Products) where necessary for operational reasons, statutory or regulatory requirements;
  • give the Reseller instructions (which the Reseller shall comply with) which GoBIG believes to be necessary for maintaining the quality of the Products; and
  • make any alterations to any Product as it deems fit in its Such alterations may result in disruption to the Product although GoBIG will use reasonable endeavours to minimise any disruption to the Reseller, and where practicable, GoBIG will give the Reseller as much notice as possible.

4.                           MARKETING

• Reseller shall use best endeavors to market and promote the sale of the Products to satisfy market demand in a manner consistent with GoBIG’s practices as notified to Reseller from time to time, and shall ensure that all marketing and advertisements are of a high quality and preserve the professional image and reputation of GoBIG at all times.
• GoBIG may provide marketing material such as advertisements, technical specifications, presentations, conference participation, direct marketing documentation and press statements, which Reseller shall be entitled to use in order to market the Products.
• In connection with the promotion and marketing of the Products, Reseller shall:
  • take all appropriate steps, in connection with all its dealings with Customers and prospective Customers, to ensure that no association between the parties is inferred by the Customer or prospective Customer other than one of seller and reseller;
  • comply with all legal requirements from time to time in force relating to the storage and sale of the Products;
  • from time to time consult with GoBIG’s representatives for the purpose of assessing the state of the market and permit them to inspect any premises or documents used by Reseller in connection with the sale of the Products; and
  • use in relation to the Products, only such advertising, promotional and selling materials as are approved in writing by GoBIG, or as are provided by GoBIG in accordance with this Agreement.

5.                             ORDERS AND CONTRACTS

• Subject to compliance by Reseller with its obligations hereunder, GoBIG shall use reasonable endeavors to supply the Products to Reseller in accordance with Reseller’s
• Save as necessary to fulfil an existing valid Contract, GoBIG shall not be under any obligation to continue the supply of the Products and shall be entitled to make such alterations to the specifications of the Products as it sees fit.
• GoBIG shall supply the Products to Reseller in accordance with its Standard Price List (as amended from time to time) and Reseller may at its discretion resell the Products at any reasonable price.
• All licenses ordered from GoBIG by the Reseller are subject to a minimum term of 12 months. This ensures a consistent minimum value commitment for each license purchased under this agreement. The Reseller acknowledges this term, highlighting its importance in sustaining the partnership’s value and integrity.

• Reseller shall place each order for Products via the Portal. The order must contain at a minimum the following information:
  • the purchase order number and date;
  • the requested Product(s), including all relevant details;
  • the requested delivery date;
  • the Customer details, contact name and telephone number;

• Each order shall constitute a separate Contract, and any default by GoBIG in relation to any order shall not entitle Reseller to treat this Agreement as terminated. No order shall become binding upon GoBIG until accepted by GoBIG in writing.

• As soon as practicable following receipt of an order from Reseller by GoBIG, and confirmation of acceptance thereof in writing, GoBIG shall inform Reseller of the estimated delivery date(s). GoBIG shall use reasonable endeavours to meet such delivery/start date(s), but time of delivery/start shall not be of the essence and accordingly GoBIG shall have no liability to Reseller for any delays to the delivery/start date(s).
• All title to the Products shall remain vested in GoBIG (notwithstanding delivery to Reseller, or directly to the Customer if applicable, and the passing of risk to Reseller) until:
  • the price of the Products; and
  • all money to be paid by Reseller to GoBIG in connection with any other order, or pursuant to any other contract, whether or not then due;

has been paid, discharged or satisfied in full.

• The Reseller shall not and shall procure that Customers shall not (save as permitted by law) modify, create derivative works or, reverse engineer, disassemble, de-compile, or in any manner attempt to derive source code from the Software. Reseller agrees not to publish any tests (or results of any tests) run on the Software without GoBIG’s prior written approval.

6.                             SUPPORT SERVICES

• GoBIG shall provide support to the Reseller on the terms set out in each specific contract relating to each Product.
• The Reseller shall provide first line support services to Customer(s) as reasonably requested by the GoBIG and shall make reasonable efforts to address all requests for assistance by Customers in a timely fashion.

• Reseller shall obtain Customer’s agreement in writing to allow GoBIG remote access to the Supported Environment, before agreeing to procure for Customer any Support
• The Support Service shall be charged in accordance with the prices stated at Schedule

7.                           INVOICES AND PAYMENT

• GoBIG shall be entitled to invoice Reseller for the price of the Products ordered by Reseller and provided pursuant to a Contract.
• Save as otherwise agreed in writing between the parties in a Product Contract Reseller shall make payment in full within thirty (30) days of the GoBIG’s invoice, notwithstanding that the delivery may not have taken place and the title in the Products may not have passed, and notwithstanding that payment may not have been received from any end
• Payment shall be made in Sterling and made by way of Direct Schedule 3 must be duly completed to form a completed Reseller Agreement.

• If Reseller fails to pay in full for any Product(s) within thirty (30) days following the date of the relevant invoice, GoBIG shall be entitled (without prejudice to any other right or remedy it may have) to:
  • cancel or suspend any further delivery/provision of Product(s) to Reseller, or directly to the Customer (if applicable), under any order;
  • collect or suspend or cancel the Product(s) which are the subject of any order by Reseller, whether or not appropriated thereto; and
  • charge interest on the overdue amount at the rate of 4% per annum above Barclays Bank plc base rate in force from time to time, from the date payment becomes due until actual payment is made (irrespective of whether payment is made before or after any judgment or award in respect of the same).
• GoBIG reserves the right, upon written notice to Reseller, to declare all sums immediately due and payable in the event of a material breach by Reseller of any of its obligations under this Agreement (including for the avoidance of doubt the failure to pay the due invoice amount).
• Reseller shall not be entitled to set off any alleged amount owed to it by GoBIG against any amount it owes under this Agreement, or withhold any payment for any
• All Products supplied by GoBIG to either Reseller or directly to the Customer (as applicable) shall be provided on an “ex-works” basis (i.e. excluding shipping and handling) and accordingly Reseller shall, in addition to the price, be liable for arranging and paying all costs of transport and insurance.
• All charges and expenses referred to in this Agreement are exclusive of VAT or equivalent sales tax, for which Reseller shall be additionally liable.
• GoBIG shall give Reseller twenty-eight (28) days’ notice of any changes to prices

8.                           TRAINING

• Reseller shall employ sales personnel with the knowledge and training necessary to fully and properly explain and demonstrate operation of the Products, their competitive benefits and all associated specifications and features.

9.                           DEMONSTRATION SYSTEM

• At GoBIG’s sole discretion, GoBIG may provide to Reseller one Demonstration Login at no cost for a period to be agreed by the parties.
• Reseller agrees:
  • not to sell the Demonstration System (during or after the Term) other than in accordance with the terms herein; and
  • to maintain in proper working order at least one Demonstration Login at all
• Reseller agrees to use the Demonstration Login for demonstration purposes

10.                     INTELLECTUAL PROPERTY

• GoBIG hereby grants to Reseller the right to use the Trade Marks solely for the purpose of marketing, selling and procuring or providing the Products to Customers.
• Reseller shall ensure that each reference to and use of any of the Trade Marks by Reseller is in a manner from time to time approved in writing by GoBIG.
• Save as otherwise agreed from time to time, Reseller shall not:
  • make any modifications to the Products or their packaging (if any), other than with regard to any re-branding of the Products in accordance with the terms herein;
  • alter, remove or tamper with any Trade marks, numbers, or other means of identification used on or in relation to the Products, other than with regard to re- branding in accordance with the terms herein
  • use any of the Trade Marks in any way which might prejudice their distinctiveness or validity or the goodwill of GoBIG therein;
  • use, in relation to the Products, any trade marks other than the Trade Marks without obtaining the prior written consent of GoBIG;
  • use, in the Territory, any trade marks or trade names so resembling any Trade Marks or trade names of GoBIG as to be likely to cause confusion or deception.
• Reseller acknowledges that all Intellectual Property in the Products is (as between it and GoBIG), the property of GoBIG or its licensors and shall remain so at all times. Except as provided in clause 11.1 Reseller shall have no rights in respect of any Intellectual Property used by GoBIG in relation to the Products or the goodwill associated therewith, shall remain vested in GoBIG or its licensors.
• Reseller shall take all such steps as GoBIG may reasonably require to assist GoBIG in maintaining the validity and enforceability of the Intellectual Property of GoBIG during the

11.                       CONFIDENTIALITY

Each party shall keep and procure to be kept secret and confidential any and all Confidential Information belonging to the other party disclosed as a result of the relationship of the parties under this Agreement and shall not use nor disclose the same save as envisaged in this Agreement unless required to do so by law. Upon the disclosing party’s request, the receiving party shall immediately return all Confidential Information it has received, including tangible items containing or representing Confidential Information and all copies thereof made by such party or its employees, consultants or agents.

12.                     TERMINATION

• GoBIG may terminate this Agreement immediately upon the expiry of the Initial Period, by serving written notice upon Reseller at any time during the Initial Period.
• Either party may terminate this Agreement by giving not less than 90 days’ written notice of termination, such notice to expire at the end of any Initial or Renewal Period.
• Either party may terminate this Agreement forthwith by giving written notice on the happening of any one or more of the following events, namely:
  • a defaulting party commits any material breach (which may, without limitation, consist of a series of minor breaches) of any of its obligations under this

Agreement which (if capable of remedy) it fails to remedy within 30 days of a notice in writing given by the other party specifying the breach;

• an Insolvency Event occurs in respect of a party;
• Reseller undergoes a change of control (and “control” means ownership of more than half the capital, business or assets of or the power to exercise more than half the voting rights of or the power to appoint more than half the members of the Board of Directors of or the right to manage the affairs of a party and a “change” shall take place where some person other than the person or persons enjoying such control at the date of execution of this Agreement, acquire it, whether alone or acting in concert with others); or
• Reseller makes an unauthorised sale or other provision of the

13.                       CONSEQUENCES OF TERMINATION

• Upon termination of this Agreement howsoever caused:
  • any sums owing to GoBIG by Reseller shall immediately become due and payable;
  • the obligations of confidentiality hereunder shall continue in full force and effect; and,
  • Reseller shall immediately cease using any Intellectual Property Rights belonging to GoBIG, including for the avoidance of doubt the Trade Marks, trade name, logo or designation of GoBIG.
• Reseller shall at its own expense within 30 days of the termination of this Agreement howsoever caused, return or otherwise dispose of all marketing materials relating to the Products in its possession, in accordance with the directions of
• The parties recognise the importance of ensuring continued service to In the event of the termination of this Agreement under Clause 12.3, GoBIG would make an offer to Reseller to novate the contractual relationships with the end customers in order to maintain continuity. If Reseller agrees, it shall promptly provide GoBIG with the contact details for each Customer together with any other information reasonably requested by GoBIG with a view to achieving such continued service.
• The clause 3 above shall survive termination of this Agreement.

14.                       WARRANTIES AND LIABILITY

• Subject as herein provided, GoBIG warrants to Reseller that:
  • the Products shall comply with any specification agreed by GoBIG, provided that the Products are correctly used, treated, installed and maintained; and
  • it is not aware of any rights of any third party which would or might render the sale of the Products unlawful
• GoBIG does not warrant that the operation or use of the Products shall be uninterrupted or error free or that the Products shall meet Reseller’s (or any Customers’) specific
• In the event of any breach of any of GoBIG’s warranties herein (whether by reason of defective materials, production faults or otherwise) GoBIG’s liability shall be limited to:
  • the replacement of the Products, or the specific element in question; or

• at GoBIG’s option, repayment of the price (where already paid).

• Notwithstanding anything to the contrary in this Agreement, GoBIG shall not, except in respect of death or personal injury caused by its negligence, be liable to Reseller by reason of any representation of implied warranty, condition or other term or any duty at common law, or under the express terms of this Agreement, for any economic loss including loss of profit (whether direct or indirect) and whether occasioned by the negligence of GoBIG or its employees or agents or otherwise) arising out of or in connection with any act or omission of GoBIG relating to the manufacture and supply of the Products and their resale by Reseller for their use by any Customer.

15.                       HIGH RISK APPLICATIONS

• The Products are not specifically designed, tested, manufactured or intended for operation or use in any inherently dangerous, life endangering or life support applications, including but not limited to nuclear facilities or the flight, navigation or communication of aircraft, ground support equipment or life systems monitoring (“High Risk Use”).
• Reseller represents and warrants that it shall not market, or knowingly distribute or resell the Products for such High Risk Use and that it shall ensure that all Customers are aware of the provisions contained within Clause 15.
• Reseller agrees that GoBIG shall not be liable in whole or in part, for any claims or damages arising from such High Risk Use.

16.                       NOTICES

• All notices under this Agreement shall be in writing and may be served by post or email addressed to the other party at the addresses given in this Agreement or at such other address as a party may from time to time by notice in writing give to the other party for the purpose of service of notices under this Agreement.
• Every such notice shall be deemed to have been served, if served by post at the expiration of 2 days after despatch of the same, or if sent by email at 10:00am local time on the next normal Working Day of the recipient following despatch.
• In proving service it shall be sufficient to show, in the case of a letter that the same was duly addressed prepaid and posted in the manner provided and in the case of a facsimile transmission a transmission report that it was transmitted to the correct telephone number. Saturdays, Sundays and Bank Holidays shall not in any event be treated as days on which service is effected, and service shall be deemed to take place on the next normal Working Day of the recipient.

17.                       GENERAL PROVISIONS

• This Agreement, together with all documents entered into or to be entered into pursuant to its provisions, constitutes the entire agreement between the parties in relation to its subject matter and supersedes any and all prior agreements, communications and understandings between the parties regarding such subject matter other than representations made fraudulently.
• If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whole or in part, this Agreement shall continue to be valid as to the other provisions hereof and as to the remainder of the affected provision (as applicable).
• Reseller may not assign, transfer or charge its rights and liabilities under this Agreement or any of them, or sub-contract or otherwise delegate any of its obligations under this Agreement without the prior written consent of GoBIG.

• For the avoidance of doubt, nothing in this Agreement shall confer on any third party any benefit or the right to enforce any provision of this Agreement.
• The rights and remedies of the parties in respect of this Agreement shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by GoBIG to Reseller, nor by any failure of or delay by GoBIG, in ascertaining or exercising any such rights or remedies.
• Nothing in this Agreement shall create a relationship of partnership, principal and agent, franchisor and franchisee, or employer and employee between the parties.
• This Agreement shall be governed in accordance with the laws of England and Wales and any dispute arising under this Agreement shall be subject to the non-exclusive jurisdiction of the English Courts.

18.0      ASSIGNMENT AND SUCESSION CLAUSE

Notwithstanding any other provision of this Agreement, GOBIG ONLINE LIMITED reserves the right to sell, transfer, or assign the rights and obligations under this Agreement to a third-party entity in the event of a merger, acquisition, or sale of all or substantially all of its assets. In such circumstances, this Agreement shall remain in full force and effect, and the rights and obligations herein shall be binding upon the assignee. The reseller acknowledges and agrees that the terms of this Agreement, including all rights and obligations, may be assumed by the third-party entity without requiring the reseller’s consent. GOBIG ONLINE LIMITED agrees to provide written notice to the reseller of any such assignment or transfer.