Thank you for reading the Manything Partner Programme terms and conditions. To create a Manything reseller account you must agree to the terms and conditions detailed below.

Summary

Resellers classed as installers (those selling directly to end users) will have a co-branded version of the Manything software and a customer portal to manage end users.

Manything will provide necessary documentation and training to resellers.

Manything is not responsible for service issues outside its control but offers email technical support with a 48 hour turnaround.

Tradelist pricing provided by Manything to the reseller will be paid by the reseller monthly within 30 days of invoice whether or not the end user has paid. End user pricing is determined by the reseller and only the reseller contracts and is liable under the end user contract. Charges may change with 14 days notice but the reseller can terminate if unhappy. Manything may charge interest if payments are late.

The reseller will, while a reseller and for 12 months afterwards, not offer competing services, will be clear with end users about its status, will respect Manything’s intellectual property, branding, sales rules and directions, will report progress to Manything, will flow down certain mandatory terms to end user contracts and will be the sole point of contact with end users on all operational matters.

The reseller will comply with its obligations under applicable privacy and data protection laws and cover Manything for any claims or liabilities.

Except for things which can’t be limited, each party’s liability is limited to 12 months’ aggregate charges and neither party is liable for indirect or consequential losses.

The reseller will cover Manything for any claims or liabilities under this contract or an end user contract. Manything will cover the reseller for any third party intellectual property infringement claims.

Both parties will keep the other’s confidential information private and not release it to third parties with limited exceptions.

The contract can be terminated if either party commits a serious breach that is not fixed or is subject to an insolvency event.Non-fault termination is also available upon a specified notice period following the end of the stated minimum term.Following termination, the reseller must cease use of the service and return or destroy any Manything supplied data.

Neither party is responsible for matters outside its reasonable control.

The contract is interpreted under English law and the English courts will rule on any dispute.

Full reseller agreement

PARTIES

  1. Manything Systems Limited whose registered office is at Unit 7 127 Milton Park, Milton, Abingdon, Oxfordshire, OX14 4SA (and, where the context permits, its officers, consultants, employees, authorised agents, contractors, sub-contractors, successors and assigns) (“Manything”); and
  2. The Reseller identified as such on the Partner Account created by the Reseller in order to resell the Services to its end customers (the "Reseller")

INTRODUCTION:

  1. Manything is in the business of providing proprietary cloud video monitoring software and proposes extending the market for the same.
  2. The Reseller is in the business of installing Internet Protocol (IP) cameras and/or network cameras to customers and end users.
  3. Manything has integrated its software with a range of IP/network cameras and has agreed to grant to the Reseller, and the Reseller has agreed to accept, the right to market and sell the integrated products and services in accordance with the terms and subject to the conditions herein contained and Manything and Reseller agree as follows:

OPERATIVE PROVISIONS:

  1. Definitions and Interpretation
    1. In this Agreement, unless the context otherwise requires, the following phrases shall bear the following meanings:
    2. "Charges" The charges payable by Reseller to Manything, as specified in Clause 6 and Schedule 3 hereto
      “Commencement Date” The date on which the Reseller creates a Partner Account
      "Customer" customer(s) or End Users of the Reseller who receive the Services
      "Customer Contract" a binding agreement for the provision of Services between the Reseller and a Customer
      "End User" the end customer(s) who wishes to access and/or use the Services from time to time
      "Installer" a Reseller that installs Services for and contracts directly with End Users
      "Order" An order for the Services by the Reseller, in accordance with Manything’s standard terms and processes, as may be amended by Manything from time to time, including electronic orders submitted via the Manything software or portal
      "Partner Account" A Manything Partner Portal account created by the Reseller
      "Recurring Monthly Revenue (RMR)" The recurring monthly revenue from all monthly subscription plans for the Services set up for End Users
      "Services" the Manything proprietary cloud video monitoring software that is bundled or compatible with certain IP/network cameras, as further described in Schedule 2
      "Term" the term of this Agreement, as specified in Clause 3
      "Territory" the country or countries in which the Reseller operates
    3. Reference to the parties, Clauses and Schedule are respectively to the parties, Clauses and Schedule of and to this Agreement.
  2. Appointment of Reseller and Provision of Services
    1. Manything hereby appoints the Reseller and the Reseller hereby agrees to act as a non-exclusivereseller to market and sell the Services to Customers in the Territory during the continuance of this Agreement.
    2. Pursuant to such appointment, the Reseller shall identify potential Customers, solicit requests from such Customers to be supplied with Services and enter into negotiations with such potential Customers with a view to concluding a Customer Contract.
  3. Term of Agreement and Orders
    1. This Agreement shall take effect on the Commencement Date notwithstanding the date of acceptance hereof and shall continue for the minimum term of any Services ordered referred to in Clause 3.2 and the notice period specified in Clause 13.3, unless terminated earlier by either party in accordance with the provisions of this Agreement.
    2. Any minimum term of any Services ordered will be set out in the Order and in default of the same will be 36 months from the Order date.
  4. Manything’s Obligations


    Manything will:

    1. make the Services available to the Reseller for resale to Customers during the Term on the terms and conditions of this Agreement and in accordance with the relevant accepted Order;
    2. Manything will:
      1. ensure that the Services contain a co-branded version of the Manything software that will display any Reseller’s branding and contact details alongside Manything’s branding;
      2. provide a portal where the Reseller can manage its End Users;
    3. furnish the Reseller with one reproducible copy of all information which Manything deems necessary for the Reseller to use in marketing the Services within the Territory. The Reseller may brand such marketing information in accordance with the marketing guidelines provided by Manything to the Reseller from time to time;
    4. keep the Reseller informed of any changes, additions or modifications to such information that has an effect on the operation, cost or performance of the Services;
    5. make available training to the Reseller at its sole discretion as it considers necessary and desirable at times and places to be agreed between the parties. The Reseller shall ensure that all of its employees shall be trained in accordance with Manything’s training requirements from time to time and in such manner as to enable the Reseller to perform its obligations hereunder.
  5. Service Limits
    1. Manything shall have no responsibility for failure of the Services as a result of any defect in Customer or Reseller equipment or any third partyIP/network camera, hardware or system. Manything does not warrant that the Services will be continuous or fault free and takes no responsibility forthe failure or malfunction of any third party equipment, infrastructure, technology, hardware or software.
    2. Manything shall be entitled to interrupt the availability of the Services where necessary for operational testing, maintenance, monitoring, preventive or curative repair and/or where necessary in Manything’s reasonable opinion to preserve the overall quality of the Services in the short, medium or long term.
    3. Manything shall be entitled to interrupt the availability of the Services if the Reseller is in material breach of its material obligations hereunder.
    4. Manything will provide technical support to the Reseller via email with a turnaround time of 48 hours and shall use reasonable endeavours to correct as soon as is reasonably practicable any fault in any Services notified by the Reseller. For the purposes of this Clause 5, a fault shall be deemed to have commenced upon its notification to Manything.
    5. For the purposes of this Clause 5, a fault shall not be deemed to have occurred where such fault is attributable to the act or omission of the Reseller, the Customer, force majeure events, suspension of the Services pursuant to this Clause 5 or the circumstances set out in Clause 5.1.
    6. The Reseller shall pay all reasonable costs incurred by Manything in investigating and remedying any fault, which is attributable to the negligence, act, omission, breach, or fault of the Reseller, its agents, Customers or End Usersor the failure or malfunction of any third party equipment, infrastructure, technology, hardware or software.
  6. Charges
    1. In consideration of the provision of the Services by Manything, the Charges set out in this Clause 6 and Schedule 3 will apply.
    2. Trade list pricing will be provided by Manything to the Reseller. Manything will issue, and the Reseller will pay, a monthly invoice in respect of the aggregate value of all subscription plans sold to End Users, and such Charges will be payable in full and without set off irrespective of whether the Reseller has received payment from the End User.
    3. End User pricing will be determined by the Reseller, but the agreed baseline prices referred to in Clauses 6.2 will apply irrespective of the level of any such End User pricing.
    4. Manything shall be entitled to revise the Charges upon 14 days written notification. Any increase or decrease shall become effective 14 days after the date of such notice. Where the Reseller does not wish to accept any increased level of Charges, it may serve written notice of termination on Manything, such termination to take effect 60 days from the date of such Reseller notice, and subject to payment by the Reseller of all accrued Charges up to the effective date of termination.
    5. All Charges shall be paid within 30 days of the invoice date. Manything will render a final account in respect of all remaining payments due no later than one calendar month after termination of this Agreement specifying all such amounts due.
    6. All amounts payable hereunder are exclusive of VAT and any other applicable sales tax or duty, which will be invoiced at the prevailing rate.
    7. Interest will accrue on overdue invoices from the due date until payment (whether before or after judgement) at an annual rate of 2 per cent above the Barclays Bank base rate in the UK.
  7. Enhancements and Modifications
    1. Manything will notify the Reseller of any developments that may affect the operation, performance or cost of the Services. Manything reserves the right to introduce any substitute services which will fulfil the same function as that which it replaces.
  8. Undertakings by the Reseller
    1. The Reseller undertakes and agrees with Manything that it will at all times during the continuance in force of this Agreement and in respect of sub-Clause 8.1.2 below for a period of 12 months following termination hereof observe and perform the terms and conditions set out in this Agreement and in particular will:
      1. use at all times its best endeavours to promote and extend the market for the Services to all potential Customers, provide its marketing services hereunder to the best of its skill and ability and increase the goodwill of Manything and facilitate and maximise sales of the Services in the Territory and not engage in any conduct which in the opinion of Manything is prejudicial to Manything or the marketing of the Service;
      2. not without the previous consent in writing of Manything be concerned or interested either directly or indirectly in the marketing or sale of any service which is so like or similar to the Services as to be capable of restricting, competing or otherwise interfering with or which might otherwise restrict, compete or interfere with the market for the Services;
      3. in all correspondence and other dealings relating directly or indirectly to the supply of the Services, clearly indicate that it is acting as Manything’s reseller and not as author or developer of the Services and will not hold itself out as being an agent or employee of Manything;
      4. not incur any liability on behalf of Manything or in any way pledge or purport to pledge Manything's credit, without Manything’s prior written consent;
      5. at all times comply with such sales rules as may from time to time be communicated by Manything;
      6. immediately bring to the attention of Manything any improper or wrongful use of Manything's trade marks, emblems, designs, models or other similar industrial, intellectual or commercial property rights which come to the notice of the Reseller and will in the performance of its duties under this Agreement use every effort to safeguard the property rights and interests of Manything and will at the request and cost of Manything take all steps required by Manything to defend such rights;
      7. promptly bring to the attention of Manything any information received by the Reseller which is likely to be of interest, use or benefit to Manything in relation to the marketing, sale and/or support of the Services;
      8. from time to time on request by Manything, supply to Manything reports, returns and other information relating to sales and prospects, Customers and End Users;
      9. observe all directions and instructions given to it by Manything and in the absence of any such directions or instructions in relation to any particular matter, will act in such manner as it reasonably considers to be most beneficial to Manything’s interests;
      10. be responsible for obtaining all licences, permits and approvals which are necessary for the performance of its obligations herein and comply with all applicable laws and regulations relating to the same, including without limitation all data protection laws and all laws conferring rights on employees; and
      11. ensure that the Manything mandatory flow down terms applicable to End Users as set out in Schedule 1 are included in all Customer Contracts and are binding on Customers;
      12. not enter into Customers Contracts outside of the Territory without the prior written permission by Manything, such permission to be given on a case-by-case basis;
      13. on all copies made of information provided by Manything under Clause 4.4, faithfully reproduce the copyright symbol, legend or clause or, in the absence of same, insert the copyright symbol of and name of Manything;
      14. be the sole point of contact for the End User in relation to any aspect of the Services, for example, setting up the camera, invoicing, technical support and ongoing maintenance.
    2. For the avoidance of doubt, any costs and expenses of the Reseller shall not be considered to have been incurred or borne at the request of Manything without the express written authorisation of Manything to that effect.
  9. Warranties and Indemnity
    1. Each of Manything and the Reseller warrants to the other that it has the full corporate right, power and authority to enter into this Agreement and the execution of this Agreement and the performance of its obligations and duties hereunder do not and will not violate any agreement to which it is a party.
    2. The Reseller has obligations in relation to its employees, Customers, End Users, suppliers and other individuals under applicable privacy and data protection laws in the Territory (“Data Laws”) as a result of the Reseller acquiring the Services from Manything. Without limitation, the Reseller will keep Customers’ and End Users’ users data strictly private and confidential and comply with all applicable Data Laws. The Reseller agrees that it is responsible for complying with Data Laws in relation to the operation and implementation of the Services and further agrees that it is liable for and shall indemnify Manything and keep Manything indemnified in relation to any claims, rights of action, proceedings, demands, awards, losses, damages, liabilities, interest, costs or expenses which may be suffered or incurred by Manything in relation to Data Laws as a result of the Reseller acquiring the Services from Manything.
  10. Liability
    1. Except to the extent that by statute liability may not lawfully be excluded in an Agreement of this nature and between the respective parties hereto, any statement, representation, condition, warranty or other term express or implied, statutory or otherwise, as to the quality, merchantability, suitability or fitness for any particular purpose of the Services is hereby excluded and, notwithstanding anything to the contrary in this Agreement, neither party shall be liable to the other party or to any other persons by reason thereof or any duty, statutory or otherwise, for any indirect or consequential loss or damage, including loss of profit or business or loss of future business or opportunity, special or exemplary damages suffered or incurred or arising directly or indirectly in connection with the Services or any modification, variation or enhancement thereof, or any documentation, manual or training relating thereto or otherwise to the Services.
    2. Nothing in this Agreement shall exclude or restrict the liability of either party for personal injury or death resulting from the negligence of that party or of its employees acting in the course of their employment, or for fraudulent misrepresentation. Each party’s liability under this Agreement is otherwise limited to 12 months’ Charges in aggregate.
    3. The Reseller agrees to indemnify and shall keep Manything fully and effectively indemnified on demand from and against all actions, claims, losses, liability, proceedings, damages, costs and expenses (including reasonable legal costs and expenses) suffered and incurred by Manything and arising directly or indirectly out of:
      1. the Reseller’s breach or non performance or non observance of any of its obligations, undertakings, representations or warranties contained in this Agreement; or
      2. any negligence, wilful default or fraud of the Reseller or the employees or agents of the Reseller;
      3. the provision of the Services by the Reseller to Customers and End Users under any Customer Contract;
      4. the use of the Services by Customers and End Users.
    4. Manything undertakes at its own expense to defend the Reseller or, at its option, settle any claim or action brought against the Reseller alleging that the possession, use, development, modification or maintenance of the Services (or any part thereof) in accordance with the terms of this Agreement infringes the Intellectual Property Rights of a third party (“Infringement Claim”) and shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses incurred by or awarded against the Reseller as a result of or in connection with any such Infringement Claim. For the avoidance of doubt, this clause 10.4 shall not apply where the Infringement Claim in question is attributable to possession, use, development, modification or maintenance of the Services (or any part thereof) by the Reseller other than in accordance with the terms of this licence or use of a non-current release of the Services.
    5. Clause 10.4 is conditional on:
      1. the Reseller notifying Manything in writing, as soon as reasonably practicable, of any Infringement Claim of which it has notice;
      2. the Reseller not making any admission as to liability or compromise or agreeing to any settlement of any Infringement Claim without the prior written consent of Manything, which consent shall not be unreasonably withheld or delayed; and
      3. Manything having, at its own expense, the conduct of or the right to settle all negotiations and litigation arising from any Infringement Claim and the Reseller giving Manything all reasonable assistance in connection with those negotiations and such litigation at Manything’s request and expense.
  11. Copyright, Patents, Trade Marks and other Intellectual Property Rights
    1. The Reseller acknowledges that any and all of the Intellectual Property Rights in the Services are and shall remain the property of Manything and the Reseller shall not during or at any time after the expiry or termination of this Agreement in any way question or dispute the ownership thereof by Manything.
    2. The Reseller also acknowledges that the Reseller with the consent of Manything may only use Intellectual Property Rights belonging to Manything while this Agreement remains in force and the Reseller acknowledges it shall not acquire any Intellectual Property Rights or the goodwill associated therewith. Upon expiry or termination hereof the Reseller shall forthwith discontinue such use, without any right of compensation for such discontinuation.
    3. The Reseller shall not during or after the expiry or termination of this Agreement, without the prior written consent of Manything, use or adopt any name, trade name, trading style or commercial designation that includes or is similar to or may be mistaken for the whole or any part of any trade mark, trade name, trading style or commercial designation used by Manything.
  12. Confidential Information
    1. Each party shall, during the term of this Agreement and thereafter, keep confidential all, and shall not use for its own purposes nor without the prior written consent of the other disclose to any third party any, information of a confidential nature (including, without limitation, all pricing information, trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its affiliates, unless such information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this licence, or subsequently comes lawfully into the possession of such party from a third party or to the extent permitted by law.
    2. The terms of this Agreement are confidential and may not be disclosed by either party without the prior written consent of the other party.
    3. The provisions of this Clause 12 shall remain in full force and effect notwithstanding termination of this Agreement for any reason.
    4. The Reseller further agrees that upon expiry or termination of this Agreement it shall not itself or through any subsidiary or agent or otherwise, sell, market, distribute or otherwise deal with any of the Services (in whole or in part) except to the extent permitted by applicable law or develop any services or have any services developed through use of any confidential information supplied to it by Manything, or in any other way obtained by the Reseller pursuant to this Agreement.
  13. Termination, Expiry and Suspension
    1. Manything shall have the right to terminate this Agreement at any time by notice in writing if the Reseller:
      1. fails to pay any Charges when due; or
      2. enters into Customer Contracts that do not include the Manything mandatory flow down terms applicable to End Users as set out in Schedule 1.
    2. Either party shall have the right to terminate this Agreement at any time by notice in writing if the other party:
      1. commits a material breach of this Agreement that is not remedied within 14 days of a written notice requiring the same;
      2. suffers the making of an administration order or shall have a receiver (including an administrative receiver) or manager appointed over the whole or any part of its assets or if any order is made or a resolution passed for that party’s winding up (except for the purpose of solvent amalgamation or reconstruction);
      3. enters into any composition or arrangements with its creditors;
      4. ceases or threatens to cease to carry on business;
    3. Either party may terminate any Services ordered under this Agreement by giving three months’ written notice to the other party at any time, such termination to take effect at the end of the minimum term referred to in Clause 3.2, or at any later date and subject to the payment of Charges up to the effective date of termination. Where all Services are terminated, this Agreement will also terminate.
    4. The expiry or termination of this Agreement shall be without prejudice to the rights of the parties accrued up to the date of such expiry or termination.
    5. Upon expiry or termination (for whatever reason) of this Agreement, the Reseller shall cease to market, promote or sell the Services and return or destroy (as Manything shall instruct) no later than 14 days thereafter, all documentation, technical information and any other data supplied to the Reseller during the continuance of this Agreement and all and any copies made of the whole or any part of the same and the Reseller shall furnish Manything with a certificate, certifying that the same has been done; and
    6. Without prejudice to its right to terminate this Agreement, Manything shall be entitled to suspend the provision of the Services following the occurrence of any of the events specified in Clauses 13.1 and 13.2. Manything shall at its option resume provision of the Services when the circumstances giving rise to such event have ceased to apply.
  14. Force Majeure
    1. If the Reseller or Manything shall be prevented from carrying out any of their respective obligations under this Agreement by reason of any event of Force Majeure the party so prevented shall not be liable to the other for its failure to carry out such obligations provided that such party shall use its reasonable endeavours to resume performance of its obligations hereunder as soon as practicable after conditions return to normal. For the purposes of this Clause Force Majeure shall mean fire, flood, explosion, act of god, accident, labour disputes or strikes, war, terrorism, riot, civil disturbance, ordinance law, governmental regulation, failure of technology or infrastructure suppliers or any other similar thing or occurrence outside the reasonable control of the relevant party.
  15. Customer Contracts/Relationship of Parties
    1. It is agreed and understood that the Reseller will enter into the Customer Contracts on its own behalf and in its own name and act at all times on its own account and that the Reseller will be solely responsible for, and liable to Customers and End Users in respect of, the provision of the Services under the Customer Contracts.
    2. Nothing in this Agreement is to be deemed to constitute a partnership or agency between Manything and the Reseller.
    3. Both parties acknowledge that the provisions of the Commercial Agents (Council Directive) Regulations 1993 (as amended) do not apply to the appointment of the Reseller or to this Agreement.
  16. No Waiver
    1. Any waiver (whether express or implied) of any breach of any term of this Agreement shall not be construed as a waiver of or consent to any preceding or succeeding breach on the part of either party of the same or any other term and no breach of this Agreement may be waived or discharged except with the express consent in writing of the non-breaching party.
  17. Assignment
    1. The Reseller shall not be entitled to assign the benefit, transfer, sub-licence, sub-distribute, mortgage, charge or in any way dispose of its rights, interests or obligations under this Agreement to any third party without the prior written consent of Manything.
  18. Notices
    1. Notices by either party:
      1. must be in writing addressed to the receiving party at the address set out in this Agreement or such other address as the receiving party may from time to time notify the other for the purposes of this Clause; and
      2. shall be sent by first-class pre-paid post, facsimile transmission or hand delivered to such address (or in the case of a facsimile to the correct facsimile number utilising the last facsimile number notified by the receiving party from time to time). Notices may also be issued by email provided that a copy is sent at the same time by first-class pre-paid post, facsimile transmission or hand delivery.
    2. Each such notice shall be deemed to have been effectively served:
      1. on the day of receipt, where any hand-delivered letter or a facsimile transmission is received on a business day before or during normal working hours;
      2. on the following business day, where any hand-delivered letter or facsimile transmission is received either on a business day after normal working hours or on any other day;
      3. on the second business day following the day of posting from within the United Kingdom of any letter sent by first class prepaid mail; or
      4. on the fifth business day following the day of posting to an overseas address of any prepaid airmail letter;
      5. where served by facsimile, on receipt of a valid answerback message by the sender;
      6. where issued by email when the copy referred to in Clause 18.1.2 is deemed to have been effectively served, in accordance with the provisions of Clauses 18.2.1-18.2.5 above.
  19. Entire Agreement
    1. This Agreement embodies all the terms agreed between the parties and no oral representations statements inducements warranties or promises by either party shall be binding and valid and this Agreement shall not be enlarged modified or altered except by separate agreement in writing signed by both parties.
  20. Headings
    1. The headings of the paragraphs of this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.
  21. Severability
    1. If any term or provision of this Agreement shall be held by a Court of competent jurisdiction to be illegal or unenforceable in whole or in part under any enactment or rule of law such term or provision or part shall to that extent be deemed not to form part of this Agreement but the other parts of this Agreement shall remain in full force and effect and the parties shall endeavour to agree such amendment as will (to the extent possible) give full effect to their intentions as expressed in this Agreement.
  22. Rights of Third Parties
    1. Notwithstanding any other provision in this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 (the "Act") to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from the Act. Notwithstanding the foregoing, Manything may enforce the terms set out in Schedule 1 directly against End Users.
  23. Law
    1. This Agreement shall be governed by English Law and the parties hereby submit to the exclusive jurisdiction of the English Courts.