Terms & Conditions
Notice: this Product Reseller Agreement forms a legally binding contract between you (“the Reseller”) and Ascensio System SIA with respect to your resale of TeamLab Office software. In order to resell TeamLab Office you must first accept this Agreement either by signing it or by clicking “I agree” button or by communicating your acceptance to Ascensio System SIA. You may not resell TeamLab Office until you accept the Agreement.
By accepting this Agreement you confirm that you are eligible to represent Reseller which is a corporation duly formed, validly existing and in good standing and has full power to enter into the Agreement.
By accepting this Agreement you confirm that you are eligible to represent Reseller which is a corporation duly formed, validly existing and in good standing and has full power to enter into the Agreement.
1. Definitions
1.1.
"Reseller"means a legal entity appointed by Ascensio System SIA with a view to sell TeamLab Office to End Users on behalf of Ascensio System SIA.
1.2.
"End User"means an individual or a legal entity that enters into a license to use TeamLab Office for purposes other than redistributing or reselling it.
1.3.
"TeamLab Office"means software that enables its users to manage documents, projects, team and customer relations within the same shell.
1.4.
"Base Price"means the price of TeamLab Office indicated on the product’s official website (www.teamlab.com).
1.5.
"Discount"means a deduction from the Base Price granted by Ascensio System SIA to Reseller.
1.6.
"Credit Line"means an interest-free loan that Ascensio System SIA provides to Reseller for the sole purpose of acquiring TeamLab Office Activation Keys by the latter.
1.7.
"Activation Key"means a code enabling the End User to use TeamLab Office.
1.8.
"Invoice"means a billing document indicating the sum which the Reseller must pay to Ascensio System SIA for products and services provided by the latter.
2. Appointment as Reseller
2.1.
Subject to terms and conditions of this Agreement Ascensio System SIA shall grant Reseller a non-exclusive, non-transferable license to sell TeamLab Office to End Users. Reseller is not eligible to sell TeamLab Office other than to its End Users.
2.2.
Ascensio System SIA shall have the right to change or modify specifications of TeamLab Office offered to Reseller.
2.3.
Technical, pre-sale and post-sale support provided by Ascensio System SIA directly to Reseller’s End Users shall be governed by a separate agreement to be appended to the present Agreement.
3. Orders and Payment
3.1.
Reseller agrees to promote, advertise and sell TeamLab Office to End Users.
3.2.
Base Price of TeamLab Office is indicated on the product’s official website (www.teamlab.com). It is hereby recommended that Reseller not deviate from the Base Price. Ascensio System SIA reserves the right to change Base Price at any time.
3.3.
Reseller shall have the right to receive a price discount to be deducted from the Base Price. The difference between the price, set by the Reseller, and the discounted Base Price shall be considered as the Reseller's profit.
3.4.
The amount of the discount is confidential information subject to provisions of Section 5 of this Agreement. It is indicated at the Reseller’s personal account.
3.5.
It shall be Reseller’s sole responsibility to ensure that the End User has accepted the End User License Agreement and paid Reseller all the sums owed to it as well as VAT and other taxes as may be required by applicable legislation in connection with the sale of TeamLab Office.
3.6.
Ascensio System SIA provides Reseller with an interest-free Credit Line which is not convertible into cash and may be used solely for acquiring TeamLab Office Activation Keys from Ascensio System SIA.
3.7.
The Credit Line shall be replenished every time Reseller pays an invoice sent by Ascensio System SIA.
3.8.
The Credit Line may be subject to one-time increase upon Reseller’s request. In separate cases to this purpose Reseller might be requested a deposit payment to Ascensio System SIA with the amount set individually for each case.
4. Reseller’s Rights and Duties
4.1.
Reseller shall have the right to:
- sell or lease TeamLab Office to End Users;
- promote and advertise TeamLab Office through the Internet and in any other available ways;
- use documentation provided together with TeamLab Office and published on the product’s official website (www.teamlab.com).
4.2.
Reseller is obliged to:
- carry out its obligations under this Agreement in a diligent, faithful and conscientious manner;
- maintain confidentiality of information in accordance with Section 5 of this Agreement;
- pay invoices sent by Ascensio System SIA in due time;
- provide additional services to End Users upon their requests including technical, pre-sale and post-sale support, organization of training courses etc. If Reseller is not capable of providing the above services to End Users these services shall be rendered by Ascensio System SIA subject to § 2.3 of this Agreement.
4.3.
Reseller shall not assign or transfer any rights or obligations under this Agreement without prior written consent of Ascensio System SIA. Ascensio System SIA shall have the right to withdraw this consent at any time.
4.4.
Reseller shall not enter into any agreement with a third party in respect of TeamLab Office that have not been authorized by Ascensio System SIA.
4.5.
Intellectual property rights regarding TeamLab Office belong exclusively to Ascensio System SIA pursuant to License Agreement No. 1-01/2013 of 15 January 2013. By virtue of the present Agreement Reseller is granted neither intellectual property rights nor any other rights, franchises or licenses with respect to TeamLab Office or any trademarks owned by Ascensio System SIA. Reseller agrees to take all reasonable measures to protect intellectual property rights of Ascensio System SIA.
4.6.
The Reseller’s website where TeamLab Office is advertised shall be free from any content related to illegal activities, violence, abuse of privacy, pornography and other sexually explicit material.
5. Confidentiality
5.1.
Each party agrees to protect the other party’s confidential information. For the purposes of this Agreement, “confidential information” means any data which are marked confidential or proprietary or communicated under the circumstances in which the parties knew or reasonably should have known that these data are confidential.
5.2.
Each party shall use confidential information solely for the purpose of performing its obligations or exercising its rights under this Agreement.
5.3.
In collecting, processing, storing and disclosing confidential information each party undertakes to comply with applicable privacy protection laws and regulations.
5.4.
Confidential information cannot be disclosed to any third party except under the terms of this Agreement and subject to prior express written consent of the other party.
5.5.
This Section shall be without prejudice to the right of Ascensio System SIA to analyze, produce reports with and reproduce the sales data submitted by Reseller upon request.
6. Termination
6.1.
This Agreement may be terminated at any time by mutual consent of its parties.
6.2.
Provided that Reseller has no pecuniary obligations towards Ascensio System SIA it may terminate this Agreement upon 30-days prior written notice.
6.3.
This Agreement shall be terminated if one of its parties is liquidated or declared bankrupt (insolvent).
6.4.
Ascensio System SIA may cancel this Agreement with immediate effect and without notice or penalty if Reseller fails to pay an invoice within 2 months from the date of its issuance.
6.5.
Ascensio System SIA may cancel this Agreement with immediate effect and without notice or penalty if Reseller has violated its intellectual property rights.
6.6.
Ascensio System SIA may cancel this Agreement with immediate effect and without notice or penalty if the Reseller’s website where TeamLab Office is advertised contains any content related to illegal activities, violence, abuse of privacy, pornography, other sexually explicit material, false allegations or misleading hyperlinks.
7. Effects of Termination
7.1.
In case of termination of this Agreement Reseller is obliged to pay Ascensio System SIA all invoices that have not yet been paid in full and all amounts received pursuant to § 3.5 of the Agreement.
7.2.
If this Agreement is terminated Ascensio System SIA shall revoke all Reseller’s functions envisaged in the Agreement. In this case any services mentioned in the Agreement will be provided to Reseller’s End Users either by Ascensio System SIA itself or by another reseller.
7.3.
Upon termination of this Agreement Reseller shall cease distributing TeamLab Office, rendering any related services to its End Users and making all representations that it is a TeamLab Office reseller. It shall refer all inquiries regarding TeamLab Office to Ascensio System SIA.
8. Dispute Resolution
8.1.
Both parties shall make all reasonable efforts to settle any disputes arising from or in connection with this Agreement by way of negotiations.
8.2.
If the parties are unable to resolve differences between them by way of negotiations these differences will be referred to Latgale suburb court of arbitration [Latgales priekšpilsētas šķīrējtiesa], Riga, Latvia and adjudicated in accordance with Latvian laws. In this case, both parties agree to be bound by this court’s jurisdiction and comply with its decision.
9. Limitation of Liability
9.1.
TeamLab Office and any related documentation and software are provided “as is”. To the maximum extent permitted by applicable laws Ascensio System SIA shall not be liable for any indirect, punitive or consequential damage in relation to any matter arising with respect to this Agreement or its termination (including, but not limited to lost profits or business revenue, failure to realize expected savings and any other commercial or economic loss of any kind) regardless of whether such damages were foreseeable or not.
9.2.
Ascensio System SIA disclaims and excludes any representations, warranties and conditions whether express or implied with respect to any services or information provided by it.
9.3.
Reseller shall defend, indemnify and hold harmless Ascensio System SIA, its affiliates, officers, employees and agents from and against all actions, liabilities, claims, suits, judgments, awards and damages of any kind arising from or related to Reseller’s failure to comply with its obligations under this Agreement.
10. Miscellaneous
10.1.
All notices, reports and communications permitted or required under this Agreement shall be made in writing.
10.2.
This Agreement may be changed or modified upon mutual consent of its parties.
10.3.
If any provision of this Agreement is held to be invalid or unenforceable it shall not render the Agreement invalid or unenforceable as a whole. In this case the other provisions of the Agreement shall remain in full force and effect.
10.4.
Neither Reseller nor Ascensio System SIA shall be liable for any failure to fulfill this Agreement due to fire, war, civil unrest, terrorist acts, acts of nature or other causes that it could not reasonably foresee and avoid. This provision shall not affect Reseller’s obligations to pay any sum owed to Ascensio System SIA.
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