Terms and Conditions for Resellers of Verafi Solutions Ltd Online Search Platforms

1. Introduction

These terms and conditions govern the relationship between Verafi Solutions Ltd ("We", "Us", or "Our") and authorized resellers ("Reseller", "You", or "Your") of Verafi Solutions Ltd online search platforms and services. By becoming an authorized reseller, you agree to abide by the following terms and conditions.

2. Definitions

• "Verafi Solutions" refers to Verafi Solutions Ltd, the provider of the online search platforms and related services.
• "Reseller" refers to any individual or entity authorized by Verafi Solutions Ltd to resell our online search platform and services.
• "Platform" or "Service" refers to the online search platforms, databases, and other services provided by Verafi Solutions Ltd.
• "End User" refers to the final customer purchasing or accessing Verafi Solutions' services through the Reseller.

3. Authorization and Appointment

• You are granted non-exclusive authorization to market, promote, and resell Verafi Solutions' online search platforms and services to end users, subject to these terms and conditions.
• This agreement does not establish an exclusive relationship, and Verafi Solutions reserves the right to appoint other resellers or sell directly to customers.

4. Reseller Responsibilities

• You agree to use best efforts to market and promote Verafi Solutions’ platforms in a professional manner that upholds our brand and reputation.
• You will not engage in any deceptive, misleading, or unethical marketing practices that could damage Verafi Solutions' reputation or result in legal consequences.
• You will provide accurate information to end users about the features, functionality, and pricing of Verafi Solutions' platforms.
• You must ensure that end users comply with Verafi Solutions' terms of service for using the platform, including any restrictions on use.

5. Pricing and Payment

• Resellers are entitled to purchase access to Verafi Solutions' platforms at agreed-upon reseller pricing and resell it to end users at a price determined by the Reseller.
• Payment terms, including discounts and commissions, will be agreed upon in a separate reseller agreement or contract. Verafi Solutions reserves the right to review and amend reseller pricing with reasonable notice.
• You are responsible for all costs associated with marketing, promotion, and sales efforts unless otherwise agreed in writing.

6. End User Contracts

• You are responsible for entering into agreements with end users for the resale of Verafi Solutions’ platforms. These agreements must comply with applicable laws and regulations.
• The Reseller must ensure that all end users are aware of and agree to Verafi Solutions' terms of use, privacy policy, and any other relevant policies when accessing the platform.
• Verafi Solutions Ltd shall not be liable for any disputes between the Reseller and end users.

7. License and Intellectual Property

• Verafi Solutions Ltd grants the Reseller a limited, non-exclusive, non-transferable license to use its trademarks, logos, and marketing materials solely for the purpose of promoting and reselling the platforms.
• All intellectual property rights related to Verafi Solutions' platforms and services remain the exclusive property of Verafi Solutions Ltd. The Reseller shall not copy, modify, distribute, or create derivative works from any materials or platforms provided by Verafi Solutions without prior written consent.

8. Marketing and Promotion

• You may promote Verafi Solutions' platforms using marketing materials provided or approved by Verafi Solutions Ltd. Any unauthorized use of Verafi Solutions' branding or marketing content is strictly prohibited.
• All promotional activities, advertisements, or other forms of communication with potential customers must be truthful, accurate, and in compliance with applicable laws and regulations.
• Verafi Solutions Ltd reserves the right to request the removal of any marketing content that misrepresents the platform or is deemed inappropriate.

9. Support and Training

• Verafi Solutions will provide the Reseller with training and marketing materials to support the resale process, including product demos and technical documentation.
• Verafi Solutions Ltd will provide customer support directly to end users or offer second-line support to resellers depending on the agreed terms in the reseller agreement.
• It is the Reseller’s responsibility to communicate any technical or customer service issues encountered by end users to Verafi Solutions in a timely manner.

10. Termination

• Either party may terminate this agreement with 30 days' written notice, with or without cause. In the event of termination, the Reseller must immediately cease all use of Verafi Solutions’ intellectual property and trademarks.
• Verafi Solutions may terminate this agreement immediately if the Reseller is found to be in breach of any terms, engages in unethical conduct, or is involved in legal proceedings that could damage Verafi Solutions' reputation.
• Upon termination, any outstanding payments owed by the Reseller must be settled within 30 days.

11. Confidentiality

• Both parties agree to keep confidential all business, financial, and technical information received from the other party, including customer data, pricing structures, and proprietary technology, unless disclosure is required by law.
• The Reseller shall not disclose, distribute, or use Verafi Solutions’ confidential information for any purpose other than as necessary to resell the platforms.

12. Limitation of Liability

• Verafi Solutions Ltd will not be held liable for any indirect, incidental, or consequential damages arising out of or related to this reseller agreement, including loss of profits, revenue, or goodwill.
• Verafi Solutions' total liability for any claims arising under this agreement will not exceed the total amount paid by the Reseller to Verafi Solutions in the previous 12 months.
• The Reseller is responsible for ensuring compliance with local laws regarding the sale of online platforms and services.

13. Compliance with Laws

• The Reseller agrees to comply with all applicable laws, regulations, and industry standards when reselling Verafi Solutions' platforms.
• The Reseller must obtain all necessary licenses, approvals, or permits required by applicable local or national laws to market and resell the platform.

14. Amendments

• Verafi Solutions Ltd reserves the right to amend these terms and conditions at any time. Notice of any significant changes will be provided to the Reseller via email or other written communication.
• Continued resale of Verafi Solutions' platforms following any changes to these terms will be considered acceptance of the revised terms.

15. Governing Law and Jurisdiction

• These terms and conditions shall be governed by and construed in accordance with the laws of England and Wales.
• Any disputes arising out of or in connection with this agreement will be subject to the exclusive jurisdiction of the courts of England and Wales.

16. Contact Information

For any questions, concerns, or requests regarding this reseller agreement, please contact:

Verafi Solutions Ltd
Customer Support Team
info@verafi.co.uk

By entering into a reseller agreement with Verafi Solutions Ltd, you acknowledge that you have read, understood, and agree to these terms and conditions.