K-NET LTD EQUIPMENT AND SERVICES FOR INTERNET ACCESS VIA SATELLITE

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RESELLER AGREEMENT

BETWEEN

K-NET LTD

AND

………..

FOR THE RESALE OF

EQUIPMENT AND SERVICES FOR

INTERNET ACCESS VIA SATELLITE

IN THE

TERRITORY OF

……….

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THIS AGREEMENT is made this ….. day of ………20….

Between

K- NET LIMITED (“K-NET”) a Limited Liability Company incorporated in Ghana with its principal place of business at Silicon House, 12 Ridge Street, Roman Ridge, P.O.Box 0641, Osu Accra

And (“Partner”)

……… With its principal place of business at

……… ……… ………

K-NET and Partner are collectively referred to as “The Parties”.

Whereas

a) K-NET wishes to appoint Resellers to market, promote and sell a broadband internet

service (the “Internet Service”) to third-party customers (the “Customers”)

b) The Partner wishes to market the Internet Service from K-NET in the designated

Territory, enter into sale contracts with new Customers, submit Invoices, collect payments and provide first-level support to the Partner’s Customer’s.

c) And in consideration of the mutual promises and undertakings in this Agreement, each

party agrees as follows:

1. DEFINITIONS

1.1. Account Manager. An employee of K-NET appointed to support the Partner in its efforts to market the Service, coordinate pre-sales technical support from K-NET to Partner, reconcile monthly invoices, manage forecasts and any other tasks required to support the Partner’s business with NET (other than post-sales technical problems which are handled by the K-NET Customer Service Department).

1.2. Agreement. This legally-bind contract between the Parties.

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1.4. Customer Premises Equipment (CPE). This is the Equipment supplied by K-NET to enable the Customer to receive the Service. It comprises an Out-Door Unit (ODU) and an In-Door Unit (IDU).

1.5. Customer Service Department. A 24x7 second-level technical support function in K-NET that supports the Partner’s first-level customer care function.

1.6. End-User Agreement. The contract between the Partner and the Customer for the resale of equipment and services supplied by K-NET, a sample of which is attached in Appendix A to this Agreement and which may from time to time be modified by K-NET.

1.7. Equipment. Equipment supplied by K-NET to Partner for resale to the Customer and required for the provision of the Service. The current Equipment list is attached to this Agreement in Appendix B and which may from time to time be modified by K-NET.

1.8. Monthly Service Fee (MSF). The fee payable by the Customer to the Partner for the Service each calendar month. K-NET shall invoice Partner the MSF wholesale price, per Table 2 of Appendix C, and the Partner shall invoice Customer the MSF retail price. Local sales taxes are in addition to the MSF.

1.9. Partner. The party to this Agreement, being a Reseller of K-NET.

1.10. Reseller. The Partner, being a company with skills and expertise in the ICT industry

and with their own billing and first-level support facilities, that buys wholesale services from K-NET to onward sell to Customers.

1.11. Reseller Agreement. This Agreement.

1.12. Service. The Internet Service and other services supplied by K-NET on a wholesale

basis to Partner for resale by the Partner to Customers. The current list of Service Plans is attached to this Agreement in Appendix C and which may from time to time be modified by K-NET.

1.13. Service Plan (SP). The specific plan (or “package”) to which the Customer subscribes,

which differ in terms of (a) download and upload data rates, (b) expected monthly data download volumes and (c) price.

1.14. Territory. Means the geographic area identified in this Agreement (on Page 1) as the

place in which the Partner will focus its marketing and sales activities.

1.15. Tier. The type of Partner, being either Certified, Gold or Platinum, with different

benefits and obligations for the Partner, as defined in Appendix D.

2. RESELLER PARTNER PROGRAM

2.1. Subject to the terms and conditions contained in this Agreement, K-NET shall authorize Partner to market and promote the sale of internet connectivity services, and any other authorized services supplied by K-NET.

2.2. Partner is appointed on execution of this Agreement as a Reseller of the following Partner Tier (check applicable):

 Certified  Gold  Platinum

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2.3. The benefits and obligations of the different Partner Tiers is attached to this Agreement in Appendix D and which may from time to time be modified by K-NET.

2.4. Partner may use the K-NET branding to promote the Services supplied by K-NET. Partner may use its K-NET Partner status in its marketing and promotional literature. Partner may not use the K-NET branding in association with equipment or services other than those supplied by K-NET.

2.5. K-NET shall require Customers to register their details prior to commencement of the Service. K-NET is authorised to email Customers to advise on operational issues, data volume guideline excesses and reminders to make the payment of the MSF to the Partner prior to the end of each calendar month.

2.6. K-NET is in no way liable to Partners’ customers to whom Partner re-sells a Service, other than the obligations to Partner as defined in this Agreement

2.7. The Partner shall not intentionally approach or solicit any of K-NET’s existing customers.

3. K-NET OBLIGATIONS

3.1. Provide Internet Service for the Demonstration System free of charge for the duration of this Agreement.

3.2. Provide required training for Partner’s Sales and Technical Staff at no charge (with Partner responsible for its own costs).

3.3. Maintain sales collateral to be used to support the Partner’s sales activities, including • Brochures describing the Internet Service (distributed electronically in PDF format)

• The K-NET website

• Undertake general marketing and promotional activities.

3.4. Accept Purchase Orders (POs) from the Partner for CPE equipment and to supply such equipment to the Partner.

3.5. Provide second-level technical support to the Partner.

3.6. Appoint an Account Manager for the Partner with service dependent on the Partner Tier. 3.7. Deliver a reliable internet access service, in accordance with the package specification and

the Terms and Conditions in the End User Agreement (refer to Appendix A). 3.8. Provide wholesale monthly billing to the Partner.

3.9. Provide approved co-marketing funding in accordance with the package specification.

4. PARTNER OBLIGATIONS

4.1. Prior to K-NET execution of this Agreement, the Partner shall submit to K-NET a scanned copy of an official (passport or driving licence) photographic ID of the Partner’s signatory to the Agreement together with a copy of a utility bill showing current home address.

4.2. On execution of this Agreement, purchase at least one (1) set of the CPE equipment (the "Demonstration System") for installation at Partner’s premises for the purposes of familiarization and training, marketing and sales demonstrations and also to aid the provision of first-level technical support to Customers.

4.3. Following order and payment for the Demonstration System attend the K-NET's free-of-charge two-part accredited Sales and Technical training courses intended for obtaining necessary information about the service and thereafter maintain the minimum number K-NET certified Sales people and Technicians.

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4.4. Market and sell to Customers the K-NET services in a professional manner, to provide excellent Customer service, Customer account management and Customer complaint handling, consistent with the K-NET brand.

4.5. On the first day of each month, submit to K-NET a rolling 12-month non-binding forecast for the total number of new Customers the Partner expects to add.

4.6. Make additional equipment orders in lots consistent with the designated Partner Tier. 4.7. Provide installation service to customers at a prescribed fee.

4.8. Maintain the minimum number of active customers consistent with the designated Partner tier.

4.9. Provide first level technical support and maintenance to customers.

4.10. Undertake Customer billing and collections.

4.11. It is the responsibility of the Partner to seek out all necessary licenses and

registrations required by the relevant and associated authorities and to comply with their codes of practice, terms and conditions and legal requirements within its respective industry, by signing this agreement, signatories are confirming that they have done or intend to do so.

4.12. Any violation of the Partner's obligations mentioned in section 5 is a substantial breach of this contract.

5. RESELLER PRICES AND VALUE-ADDED EQUIPMENT/SERVICES

5.1. Partner is encouraged to sell the Equipment and Services supplied to Partner by NET at K-NET’s published Recommended Retail Prices (RRPs), per Table 1 of Appendix C, although this is not mandatory. The RRPs published by K-NET are expressed in US Dollars. The

Partner is expected to set retail prices in the local currency with some rounding of the RRPs. 5.2. In addition to the K-NET Equipment and Services resold by the Partner, the Partner may also

sell additional value-added equipment and services to the Customer, such as – by way of example – a maintenance service which covers the cost of Partner’s technicians attending the Customer premises as and when required, or equipment such as WiFi routers, PCs, printers, DVB TV decoder etc.

5.3. Partner may benefit from discounts, which are based solely on the Partner Tier as attached in Appendix D.

5.4. The Service fees do not include local sales taxes (eg VAT) which will be added to the invoices from K-NET to Partner and from Partner to Customer, as applicable.

5.5. Equipment prices exclude sales taxes (eg VAT) and also customs duty for the country of the Territory of the Partner, which are to be paid by the Partner.

6. PAYMENTS

6.1. Payments for Equipment and Services supplied by K-NET to Partner under this Agreement are to be paid in full in advance of delivery.

6.2. The Demonstration System is to be ordered on execution of this Agreement. The order is valid only when accompanied by payment. K-NET will ship the Demonstration System to Partner on receipt of Payment. The Training Courses will be scheduled after shipment. 6.3. Partner shall invoice Customer according to the End User Agreement, which must include

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K-NET). The following Invoices are to be submitted by Partner to Customer and all reasonable endeavours used by Partner to collect Payment from Customer in a timely manner:

6.3.1. On execution of the End User Agreement - The Set Up Fee (SUF) which is the fee charged for the equipment and installation services.

6.3.2. After the installation date is agreed between Partner and Customer and before installation - The Initial Service Fee (ISF) which is the charge for Services from the date of installation to the end of the month.

6.3.3. Prior to the end of each month - The Monthly Service Fee (MSF) which is the fee for the Internet Service for the following month.

6.3.4. In cases where the Customer's service has been capped, in accordance with the Terms and Conditions in the End User Agreement and where Customer has requested for the cap to be lifted prior to the end of the month - The Cap Removal Fee (CRF) which is equal to the MSF.

6.3.5. In cases where the Customer's Service has been disconnected and where the Customer requests the Service to be reconnected - The Service Reconnection Fee (SRF), which is 20% of the MSF, plus the MSF for the current month in which the reconnection occurs. 6.4. K-NET will invoice the Partner the wholesale fees according to Table 2 of Appendix C. 6.5. K-NET will invoice Partner 7 days prior to the end of the calendar month. The invoice will

provide details of all Service charges for the each of the Partner's Customers: 6.5.1. Customer ID

6.5.2. Service Plan and MSF 6.5.3. Any CRF, if applicable 6.5.4. Any SRF, if applicable.

6.6. Partner must make Payment within 14 calendar days, or by the 7th day of the following month. If the Payment has not been received:

6.6.1. by the 10th day of the month (17 days from the date of invoice) then the Service to all the Partners Customer's will be temporarily suspended.

6.6.2. If the Payment has not been received by the 14th day of the month (21 days from the date of invoice) then Service to the Partner's Customers may be permanently

disconnected. K-NET reserves the right, and Partner expressly agrees that K-NET has the right in the event of non-Payment by Partner, to make efforts to reconnect the Partner's Customers via a 3rd party.

6.7. In the event that one of the Partner’s Customers has not paid the MSF by the close of business on the 3rd calendar day after the start of the month, then Partner shall advise K-NET promptly such that:

6.7.1. Customer’s Service may be temporarily suspended (and will only be reconnected on receipt of payment for the SRF and the full MSF for the current month).

6.7.2. The MSF charge for this Customer will be removed from the Invoice to the Partner. 6.8. Failure of the Partner to notify K-NET promptly of non-Payment by a Customer will result in

Partner being liable to pay K-NET the MSF for the Service being delivered to the Customer. 6.9. The K-NET Account Manager will work with the Partner to reconcile invoices and Payments

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7. CO-MARKETING FUNDS

7.1. Partners are entitled to receive co-marketing funds from K-NET to participate in joint marketing activities in the Partner’s Territory in order to acquire new Customers for the Partner.

7.2. The annual maximum amount of co-marketing spend is dependent upon the Partner Tier (refer to Appendix D).

7.3. Any co-marketing spend is shared equally with the Partner and must be pre-approved by K-NET in advance. The Partner must submit a written request for co-marketing spend with a detailed justification which shows the expected ROI.

7.4. If approved, co-marketing funds from K-NET will be paid to the Partner in the form of a credit note against future Service invoices.

7.5. After the co-marketing campaign is completed, the Partner shall submit to K-NET a report which details the spend and the results with a calculation of the actual ROI.

8. AMENDMENTS

8.1. K-NET may from time to time need to change or alter the configuration of the Internet Service or Service Equipment provided under this Agreement (as defined initially in the Appendices to this Agreement). K-NET shall use reasonable efforts to give at least 14 days prior written notice to Partner of any such change or alteration where possible.

8.2. The Partner may, at any time, request a change to the Partner Tier. The Partner should submit a written request to K-NET together with a supporting justification for the change. If K-NET confirms its agreement to the change in Partner Tier then the new status will be effective immediately and both Parties should act accordingly.

9. CONTRACT DURATION AND TERMINATION

9.1. This Agreement will continue to remain in force indefinitely until terminated by one of the following events:

9.1.1. This Agreement is automatically terminated if the Partner has not ordered the Demonstration System within one (1) month of the date of this Agreement. 9.1.2. This Agreement is automatically terminated if the Partner has not signed End User

Agreements with at least one (1) Customer and submitted an order and Payment for the Equipment to K-NET within six (6) months of the date of this Agreement.

9.1.3. The Agreement is terminated by K-NET due to a substantial breach of the Partner’s obligations in Clause 5 of this Agreement.

9.1.4. Either Party gives of a minimum of three (3) months written notice.

10. WARRANTY

10.1. Equipment supplied by K-NET is covered by warranty against manufacturing defects

for a period of 12 months from the data of installation. The warranty covers repair or replacement of the Equipment. The costs of collection or shipment of equipment back to K-NET are not covered by this warranty and is the responsibility of the Partner. K-K-NET will be responsible for the costs of shipment of the repaired/replacement Equipment to the Partner. The Partner and/or Customer shall bear the costs of reinstallation.

10.2. Equipment which is out of warranty (OOW) may be repaired or replaced by K-NET

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11. ENTIRE AGREEMENT

This Agreement, and its Appendices which form part of the Agreement, constitutes the entire agreement between the Parties and other communications, whether oral or written and whether in electronic or other formats shall not modify any of the terms of this Agreement, except for the provisions of Clause 8 for modification to the data enclosed in the Appendices.

12. JURISDICTION

This Agreement is governed by the laws of the Republic of Ghana and any disputes or legal action will be under this jurisdiction.

13. EXECUTION OF THE AGREEMENT

This agreement is duly executed and the Parties agree to be legally bound by its terms upon signature below by a duly authorised representative:

FOR K-NET ……….. (SIGNATURE)

……….. (NAME) ……….. (TITLE) ……….. (DATE)

FOR PARTNER ……….. (SIGNATURE)

……….. (NAME) ……….. (TITLE) ……….. (DATE)

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APPENDIX A

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APPENDIX B

EQUIPMENT PRICE LIST

All prices exclude local sales taxes and exclude customs duty for the country of the Territory. Prices are the wholesale prices charged by K-NET to Partner. Partner’s are encouraged to pass on Equipment to Customers at or below cost to maximise new subscriber additions.

Prices are for a complete VSAT kit (ODU [comprising antenna and BUC] and IDU (modem and IP router). Kit excludes the ODU mount.

Prices for individual items available on request from Partner’s Account Manager. There are 2 VSAT platforms:

 The Newtec platform is a low-cost B2C-oriented VSAT platform, which also supports TV and

Internet Access on the same ODU (a separate DVB digital TV decoder is required for TV reception). The CONNECT and OFFICE Service Plans are supported on this platform.

 The iDirect platform is a high-end B2B-oriented VSAT platform. The OFFICE and PREMIUM

Service Plans are supported on this platform.

MAKE

ANTENNA

BUC

IDU

PRICE (TO RESELLER)

NEWTEC

1 METRE

0.8W

MDM2200

$

745.00

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APPENDIX C

SERVICE PLANS

All prices exclude local sales taxes.

Table 1 – Service Plans with Recommended Retail Pricing

Revenue split between K-NET and Partner is nominally 50/50 (based on the RRP) and K-NET will invoice Partner for the wholesale fees according to Table 2 and Partner should invoice Customer the actual retail pricing in local currency.

There are 2 VSAT platforms:

 The Newtec platform is a low-cost B2C-oriented VSAT platform, which also supports TV and

Internet Access on the same ODU (a separate DVB digital TV decoder is required for TV reception). The CONNECT and OFFICE Service Plans are supported on this platform.

 The iDirect platform is a high-end B2B-oriented VSAT platform. The OFFICE and PREMIUM

Service Plans are supported on this platform.

Table 2 –Service Wholesale and Retail Pricing

*ISF is per day and assumes 30-day month

MSF ISF* SRF CRF MSF ISF* SRF CRF CONNECT 1 $ 30 $ 1 $ 6.0 $ 30 $ 15 $ 0.5 $ 3.0 $ 15 CONNECT 2 $ 60 $ 2 $ 12.0 $ 60 $ 30 $ 1 $ 6.0 $ 30 OFFICE 5 $ 150 $ 5 $ 30.0 $ 150 $ 75 $ 3 $ 15.0 $ 75 OFFICE 10 $ 300 $ 10 $ 60.0 $ 300 $ 150 $ 5 $ 30.0 $ 150 PREMIUM 20 $ 600 $ 20 $ 120.0 $ 600 $ 300 $ 10 $ 60.0 $ 300 PREMIUM 50 $ 1,500 $ 50 $ 300.0 $ 1,500 $ 750 $ 25 $ 150.0 $ 750 PREMIUM 100 $ 3,000 $ 100 $ 600.0 $ 3,000 $ 1,500 $ 50 $ 300.0 $ 1,500

RETAIL PRICE WHOLESALE PRICE SERVICE PLAN

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APPENDIX D

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