General Terms

AGREED TERMS

1. Definitions

In this agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings:

"Customer" means a person who enters into a Customer Contract with ChannelCore Solutions for the Services pursuant to an order solicited by the Partner;

"Customer Contract" means ChannelCore Solutions’s then current standard form agreement for the provision of Services to end-users (including any rates, charges and tariffs applicable to the Services as may be varied or substituted from time to time by ChannelCore Solutions);

“Member of the same group” means in relation to any party a company that is for the time being a holding company (as defined in section in the Companies Act 2006) of that party or a subsidiary (as also defined in that section) of that party or of any such holding company;

"Service Literature" means any brochure, tariff list, user guide, information leaflet and instructions published by or on behalf of ChannelCore Solutions in connection with the provision of the Services;

"Services" means all services set out in Schedule 1, and as may be varied or substituted from time to time by ChannelCore Solutions in accordance with the terms of sub-clause 5.3; and "Territory" means the United Kingdom, excluding the Isle of Man, Kingston Upon Hull and the Channel Islands.

1.2 In this agreement and the schedules:
(a) reference to persons shall include legal as well as natural persons and (where the context so admits) words importing the singular meaning shall include the plural and vice versa and words importing the masculine shall include the feminine and neuter genders and vice versa;

(b) reference to clause numbers and schedules shall be to those of this agreement unless the contrary is stated;

(c) reference to this agreement shall include reference to any schedule and to this agreement as the same may be amended, novated or supplemented from time to time;

(d) paragraph headings in this agreement are for convenience only and shall not affect its meaning or interpretation; and

(e) reference to any statutory provisions shall be deemed to include references to any orders or regulations under such provisions.

1. Appointment

ChannelCore Solutions hereby appoints the Partner to solicit orders for the Services within the Territory subject to the terms and conditions of this agreement.

1. Commencement and Duration

This agreement shall commence on the date it is signed and shall continue in force until terminated by any party giving no fewer than 90 days’ notice in writing to the other.

1. Partner’s Obligations and Undertakings
   The Partner undertakes and agrees with ChannelCore Solutions that it shall:

(a) at all times use its best endeavours to promote and market the Services throughout the Territory and at all times work diligently to obtain orders;

(b) in all correspondence and dealings relating directly or indirectly to the provision of the Services clearly indicate that the Partner is acting solely as an authorised Partner of ChannelCore Solutions;

(c) not have any power to accept orders or make contracts on behalf of ChannelCore Solutions and not make or give any promises, representations, warranties or guarantees with reference to the Services except such as are consistent with the Service Literature;

(d) promptly notify ChannelCore Solutions of all requests for the Services which it receives from Customers and prospective Customers and within 5 working days of signature by each prospective Customer submit to ChannelCore Solutions the appropriate Customer Contract for acceptance by ChannelCore Solutions. All orders shall be subject to acceptance by ChannelCore Solutions in its sole discretion and the Services shall be provided by ChannelCore Solutions solely pursuant to the appropriate Customer Contracts prepared and supplied by ChannelCore Solutions and executed by the Customer and ChannelCore Solutions. All invoices in connection with orders solicited by Partner shall be rendered by ChannelCore Solutions directly to the Customer;
(e) cultivate and maintain good relations with Customers and prospective Customers and ensure that prospective Customers understand fully their contractual obligations under the appropriate Customer Contracts and that the Services may only be contracted for on such terms;

(f) not without ChannelCore Solutions's prior consent in writing distribute any other material in connection with the Services other than such material provided by, or previously approved by, ChannelCore Solutions;

(g) not without the prior written consent of ChannelCore Solutions offer the Services at any price other than that for the time being set out in ChannelCore Solutions's tariff list as current from time to time or as may otherwise be expressly agreed by ChannelCore Solutions;

(h) not impose any direct or indirect charges on any Customer of ChannelCore Solutions relating directly or indirectly to the Services without ChannelCore Solutions's prior written consent;

(i) not incur any liability on behalf of ChannelCore Solutions or in any way pledge or purport to pledge ChannelCore Solutions's credit;

(j) promptly bring to the notice of ChannelCore Solutions any information received by it which is likely to be of use or benefit to ChannelCore Solutions in relation to the marketing of the Services and make it clear to all prospective customers that ChannelCore Solutions will, before accepting any agreement, make all proper enquiry as to their credit worthiness and obtain a signed Direct Debit instruction.

(k) immediately inform ChannelCore Solutions of any changes in the Partner’s organisation or method of doing business which might affect the performance of its duties under this agreement;

(l) observe all reasonable instructions given to it by ChannelCore Solutions in relation to the promotion or marketing of the Services and in the absence of any such instructions act in such manner as it reasonably considers to be most beneficial to ChannelCore Solutions's interests;

(m) keep full and proper records of all enquiries from and dealings with Customers or prospective Customers relating to the Services, such records being separate from those relating to matters not relating to the Services and allow the authorised representatives of ChannelCore Solutions at all reasonable times to have access to its premises for the purpose of inspecting such records;

(n) from time to time upon written request of ChannelCore Solutions report to ChannelCore Solutions in writing in a form satisfactory to ChannelCore Solutions, on all its marketing and promotional activities in relation to the Services and provide such other information from time to time which ChannelCore Solutions may reasonably request;

(o) at all times conduct business in a commercially reasonable and ethical manner, and to the extent that the Partner makes any statements or representations to third parties with regard to ChannelCore Solutions, the Services or the terms of this agreement, such statements or representations shall be true, accurate, and shall not be misleading;

(p) notify ChannelCore Solutions promptly of all enquiries or complaints regarding technical or operational issues with the ChannelCore Solutions provision of service;

(q) not appoint any Partner, distributor or agent or delegate or sub-contract any of its rights and obligations under this agreement without the prior written consent of ChannelCore Solutions, such consent not to be unreasonably withheld;
(r) not, and shall ensure that each Member of the same group does not, whether alone or jointly with or as agent of any person or company in the Territory, canvass, solicit or approach a Customer or cause a Customer to be canvassed, solicited or approached in respect of telecommunications services which compete with or are similar to Services that ChannelCore Solutions is supplying to the Customer pursuant to a Customer Contract; and

(s) indemnify ChannelCore Solutions against all costs which may arise in the event that it breaches the terms of this agreement;

(t) the Partner agrees with ChannelCore Solutions that it shall at the commencement of this agreement at its own expense supply all necessary materials which shall include such brochures, information leaflets, price lists, labels, stickers and notices as ChannelCore Solutions shall consider in their opinion sufficient to promote the Services within the Territory;

(u) where applicable, any customer payments made directly to the Partner must be remitted in full to ChannelCore Solutions within 14 days of receipt

1. Rights And Duties Of ChannelCore Solutions

5.1 In the event that ChannelCore Solutions produces any new promotional or sales material during the continuance of this agreement, ChannelCore Solutions shall provide the same to the Partner at cost price if required.

5.2 ChannelCore Solutions reserves the right in its absolute discretion:

(a) to decline for any reason to accept any order sent to ChannelCore Solutions through the Partner save that in such event ChannelCore Solutions will promptly notify the Partner of its decision not to accept such an order but failure so to notify the Partner shall not be deemed to be proof of acceptance and no obligation to the Partner shall be incurred by ChannelCore Solutions in so declining to accept any order;

(b) to give 30 days' written notice to the Partner varying the provisions of Schedule 1 by the withdrawal, addition or change to the Services;

(c) to give 30 days’ written notice to the Partner varying its tariffs for the Services;

(d) to give 30 days’ written notice to the Partner varying the provisions contained in the Schedules in relation to the amount of commission payable to the Partner pursuant to this agreement;

(e) to take such steps itself as may seem necessary or expedient to promote the
provision of the Services in the Territory; and

(f) to appoint other Partners to market, promote and solicit orders for the Services in the Territory.

5.3 ChannelCore Solutions shall, upon giving reasonable notice to the Partner, have the right of access to the Partner's sales, marketing and distributor plans to ensure that the Partner, its directors, employees, servants, authorised agents or sub-contractors are conducting business in a commercially reasonable and ethical manner. For the avoidance of doubt, if ChannelCore Solutions considers that the Partner or its directors, employees, servants, authorised agents or sub-contractors have failed or are likely to fail to conduct business in a commercially reasonable or ethical manner, ChannelCore Solutions shall be entitled to terminate this agreement forthwith without any liability whatsoever.

1. Commissions

6.1 Save as hereinafter provided ChannelCore Solutions shall pay to the Partner in consideration for its services to ChannelCore Solutions under this agreement a commission calculated in accordance with a fifty percent split of profit after all costs received or due to be received by ChannelCore Solutions are considered, including but not limited to, service, installation, hardware, internal labour or external contractor costs unless otherwise specified in the Schedule, provided always that any Customer Contract shall have been entered into by ChannelCore Solutions pursuant to orders placed through the Partner and the sums on which commission is calculated shall exclude any tax or duty payable thereon by the Customer.

6.2 Unless otherwise specified in the Schedules, payments of commission to the Partner shall be made on or before the 60th day following the date on which ChannelCore Solutions invoices the Customer for the Services. If, after 90 days from the date of such invoice, the Customer fails to make payment to ChannelCore Solutions, ChannelCore Solutions shall be entitled to recover in full from the Partner any commission paid to the Partner in respect of that Customer for the relevant period. In the event that the Customer makes payment to ChannelCore Solutions after this 90-day period, ChannelCore Solutions will then pay to the Partner all commissions due in respect of that Customer. For the avoidance of doubt, no commissions shall be payable on invoices which require collection through the courts, a collection agency or similar third party.

6.3 Upon termination of this agreement other than for any reason due to default or breach by the Partner and subject to sub-clause 6.9, ChannelCore Solutions shall continue to pay the Partner commission in accordance with the Schedules to this Agreement in respect of any orders for Services received and accepted by ChannelCore Solutions prior to the date of termination, until such time as the earlier of:

(a) in the case of any particular Customer, such Customer ceasing to be a Customer; or

(b) in the case of all Customers, the Partner or any Member of the same group canvasses, solicits, approaches or causes to be canvassed, solicited or approached in respect of telecommunications services which compete with or are similar to the Services any person who at the date of termination is, or within one year prior thereto was, a Customer or the representative of a Customer.

For the avoidance of doubt, no commission shall be payable to the Partner in respect of any order received by ChannelCore Solutions after termination of this agreement for whatever reason notwithstanding that the Partner may have been responsible for, or concerned in obtaining, that order.

6.4 Upon termination of this agreement due to breach or default by the Partner, the Partner's entitlement to commission payments shall cease with immediate effect.

6.5 No claims for expenses incurred by the Partner in the performance of its functions and duties under this agreement shall be allowed or reimbursed by ChannelCore Solutions.

6.6 In the event that a dispute or difference of opinion arises between ChannelCore Solutions and the Partner or between Partners as to who was responsible for introducing a Customer to ChannelCore Solutions, ChannelCore Solutions’s decision shall be final and binding. ChannelCore Solutions undertakes that any exercise of its discretion under this clause shall be exercised reasonably and fairly.

6.7 In the event that ChannelCore Solutions cancels a Customer Contract for any reason, ChannelCore Solutions shall not be liable to the Partner for any commission lost as a result of such cancellation. For the avoidance of doubt, the Partner shall not cancel, attempt to cancel or otherwise interfere with any Customer Contract. If the Partner cancels, attempts to cancel or otherwise interferes with a Customer Contract as aforesaid any obligation on ChannelCore Solutions to pay any commission hereunder shall immediately terminate.

6.8 ChannelCore Solutions shall be under an obligation to pay commission to the Partner where applicable to the extent only that the Partner actively promotes the Services and diligently obtains new orders. Where the Partner fails to procure any orders for services in any 12 month period ChannelCore Solutions shall be entitled to terminate the agreement for default and shall have no obligation to pay further commission to the Partner.

6.9 Provided this agreement has continued for at least 3 months, ChannelCore Solutions may at its option in lieu of paying continued commission following termination under sub-clause 6.3, pay the Partner an amount equal to twice the commissions paid in respect of Customers for the three month period prior to termination.

6.10 ChannelCore Solutions shall maintain and retain for a period of three years on an ongoing basis, true and accurate books of account and such information as may reasonably be required for calculation or verification of the amounts payable to the Partner (excluding information on individual calls).

1. Termination

7.1 Without prejudice to its other rights under this agreement, ChannelCore Solutions and the Partner shall have the right forthwith to terminate this agreement, if:

(a) the other party is in default in due performance or observance of any of its obligations under this agreement and (in the case of a remediable breach) fails to remedy the breach within a period of 90 days after receipt of written request to do so; or

(b) an interim order is applied for or made, or a voluntary arrangement approved, or if a petition for a bankruptcy order is presented or a bankruptcy order is made against the other party, or if a receiver or trustee in bankruptcy is appointed of the other party’s estate or a voluntary arrangement is proposed or approved or an administration order is made, or a receiver or administrative receiver is appointed of any of the other party’s assets or undertaking or a winding-up resolution or petition is passed or presented (otherwise than for the purposes of reconstruction or amalgamation) or if any circumstances arise which entitle the court or creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order.

7.2 Without prejudice to its other rights under this agreement, ChannelCore Solutions shall have the right to terminate this agreement immediately by notice in writing to the Partner and to claim for any resulting losses or expenses, if:

(a) the Partner is guilty of any conduct which in the reasonable opinion of ChannelCore Solutions is prejudicial to ChannelCore Solutions’s interests; or

(b) the Partner, whether directly or indirectly, is involved with any unethical sales practices or in any way misleads Customers or makes any misrepresentation in respect of the Services; or

(c) the Partner shall for any reason cease to be able to carry on business as Partner hereunder in the Territory or be prevented from carrying on such business.

1. Post-Termination

8.1 Upon termination of this agreement for any reason whatsoever or at any time prior to such termination at the request of ChannelCore Solutions, the Partner shall remove and promptly return to ChannelCore Solutions or otherwise dispose of, as ChannelCore Solutions may instruct, all material, including but not limited to, brochures, information leaflets, price lists, labels, stickers and notices and any other material, documents and papers of whatever kind sent to the Partner and relating to the business of ChannelCore Solutions which the Partner may have in their possession or under their control.

8.2 Upon termination of this agreement for whatever reason

(a) the Partner shall cease to promote, market, advertise or solicit prospective Customers for the Services; and

(b) subject as otherwise provided in this agreement and to any rights or obligations which have accrued prior to termination, neither ChannelCore Solutions nor the Partner shall have any further obligations to each other under this agreement.

8.3 The Partner hereby covenants with ChannelCore Solutions that the Partner shall not and shall ensure that each Member of the same group does not for a period of twelve months after the termination of this agreement whether alone or jointly with or as agent of any person or company in the Territory canvass, solicit or approach or cause to be canvassed, solicited or approached in respect of telecommunications services which compete with or are similar to the Services any person who at the date of termination is, or within one year prior thereto was, a Customer or the representative of a Customer;

8.4 The Partner shall take all such steps as are necessary to ensure that its directors and officers comply with the provisions of sub-clause 8.3 as if they had accepted restrictions on those terms.

8.5 The Partner acknowledges and declares that the restrictions in sub-clause 8.3 is reasonable in all circumstances as at the date of this agreement and accepts that damages may not be an adequate remedy in respect of any breach of that sub-clause and that its provisions should be specifically enforceable.

8.6 The parties hereby agree and declare that if the restrictions in sub-clause 8.3 shall be judged by a court of competent jurisdiction to be void as going beyond what is reasonable in all the circumstances for the protection of ChannelCore Solutions and is deleted or the period thereof reduced or the range of activities or area covered thereby reduced in scope then such restrictions shall be deemed to apply with such modifications as may be necessary to make them valid and effective and any such modification shall not thereby affect the validity of any other restrictions contained in this agreement.

8.7 The provisions of clauses this clause 8 and clauses 6, 9, 10, and 12 shall continue in force in accordance with their terms following termination of this agreement.

1. Confidentiality

9.1 The parties acknowledge that during the course of this agreement, any party (the “Receiving Party”) may acquire information regarding any of the parties (the “Disclosing Party”) or their affiliates, their business activities and operations or those of their customers and suppliers, and their trade secrets including without limitation their customer lists, prospective customers, rates network configuration, traffic volume, financial information, computer software, service, processes, methods, knowledge, research, development or other information of a confidential and proprietary nature (“Confidential Information”), which term shall also include all summaries, reports and analyses made by any of the parties or their respective advisers which contain or reflect such information).

9.2 Each party, as Receiving Party, agrees that:

(a) it shall keep secret and confidential any Confidential Information and shall use the same degree of care in safeguarding the Confidential Information as it uses for its own Confidential Information of like importance, but no less than reasonable care.

(b) it shall not disclose, publish or communicate the Confidential Information to any third party;

(c) it shall use the Confidential Information only for the purposes of this agreement, and in particular in relation to the performance of any obligations and the exercise of any rights under it; and

(d) upon discovery of any disclosure or misuse of Confidential Information, the Receiving Party shall use all reasonable endeavours to prevent any further disclosure or misuse.
9.3 The Receiving Party may disclose the Confidential Information to:

(a) those of its employees, officers, agents, professional advisers and consultants who need to know the same on the basis that such employees, officers, agents, professional advisers and consultants will keep the same confidential in accordance with the provisions of this clause 9;

(b) as required by law, including by a court of competent jurisdiction or governmental or regulatory authority, provided, however, that in the event of a proposed disclosure pursuant to this sub-clause 9.3(b), the parties shall co-operate in good faith regarding the timing and content of any such disclosure.

9.4 The restrictions on use or disclosure of the Confidential Information will not apply to:

(a) any information which is in the public domain (provided that this has not happened because of a breach of this agreement or any other duty of confidentiality);

(b) any information which the Receiving Party already possessed prior to disclosure by the Disclosing Party and where the Receiving Party was at the time of such disclosure free to disclose that information to others;

(c) any information independently originated by the Receiving Party or acquired by the Receiving Party from a third party in circumstances in which such party is free to disclose it to others;

(d) any information which is trivial or obvious

9.5 The Confidential Information shall remain the sole property of the Disclosing Party. The Disclosing Party may, at any time, request the Receiving Party to return, destroy or delete (in such manner that it cannot be recovered) all Confidential Information (including all copies) belonging to the Disclosing Party in the Receiving Party’s possession of control.

9.6 For the avoidance of doubt, nothing contained in this agreement shall be construed as granting to or conferring upon the Partner or the Owners any rights, by license or otherwise, express or implied, in any ChannelCore Solutions Confidential Information, other than the right to use such information for the purpose of this agreement. The Partner and the Owners also agree that the disclosure of any ChannelCore Solutions Confidential Information by any of them does not of itself constitute any representation or warranty express or implied as to the accuracy and completeness of that information.

9.7 The provisions of this clause 9 shall survive termination of this agreement for a period of three years.

1. Liability

10.1 Neither party excludes or limits its liability under or in connection with this agreement for death or personal injury caused by its negligence, or for fraudulent misrepresentation, or in relation to any other liability that may not by applicable law be excluded or limited.

10.2 Subject to sub-clause 10.1, the liability of ChannelCore Solutions to the Partner in contract, tort or otherwise (including liability for negligence or breach of statutory duty) under or in connection with this agreement shall be limited to the sum of £10,000 in respect of any one cause of action or series of related causes of action and to the sum of £50,000 in respect of all causes of action (connected or unconnected) which arise in any period of 12 consecutive months.

10.3 Subject to sub-clause 10.1, ChannelCore Solutions does not accept liability under or in relation to this agreement or its subject matter (whether such liability arises due to negligence, breach of contract or for any other reason) for any:

(a) loss of profits;

(b) loss of or damage to reputation;

(c) loss of customers;

(d) wasted management of other staff time;

(i) losses or liabilities under or in relation to any other contract;

(j) indirect loss or damage;

(k) consequential loss of damage;

(l) special loss or damage

and for the purposes of this clause the term “loss” includes a partial loss or reduction in value as well as a complete or total loss

10.4 ChannelCore Solutions shall not be responsible for acts or defaults of the Partner or the Partner's employees or representatives and the Partner shall indemnify ChannelCore Solutions and keep ChannelCore Solutions indemnified in respect of any and all costs, expenses, damages, claims and demands which may be made against or incurred by ChannelCore Solutions in respect thereof

10.5 Should any limitation or provision contained in this clause 10 be held to be invalid or unenforceable under any applicable law, it shall to that extent be deemed omitted.

1. Exclusion Of Partnership And Agency

11.1 Nothing in this agreement shall be deemed to constitute a partnership between ChannelCore Solutions and the Partner.

11.2 The Partner shall not hold itself out as the agent of the Company in any capacity other than as an approved Partner of the Services with authority to seek requests for the Services from prospective customers but without authority to bind or commit ChannelCore Solutions with respect to the provision thereof.

1. Trade Names, Trade Marks And Service Marks

12.1 ChannelCore Solutions grants to the Partner on the terms set out in this agreement a non-exclusive licence to use such trade names, trade marks or service marks as are owned by ChannelCore Solutions and as may be specified by ChannelCore Solutions in writing for the purposes of soliciting orders for the Services within the Territory, such non-exclusive licence to be co-terminus with this agreement.

12.2 The Partner shall use such trade names, trade marks or service marks as may be specified in writing by ChannelCore Solutions for the purposes of soliciting orders for the Services within the Territory in the form stipulated by ChannelCore Solutions and shall observe ChannelCore Solutions’s reasonable directions regarding the use of such trade names, trade marks or service marks in all literature, publicity material, sales, promotions and advertising campaigns and the like, for which the Partner shall submit details to ChannelCore Solutions for prior written approval which approval shall not be unreasonably withheld or delayed.

12.3 If the Partner wishes to use its own trade names, trade marks or service marks for the purposes of soliciting orders for the Services within the Territory, the Partner shall ensure that any such trade name, trade mark or service mark is kept entirely separate from ChannelCore Solutions’s trade names, trade marks or service marks and no composite mark shall be permitted, unless carried out in association with ChannelCore Solutions.

12.4 The Partner undertakes that it will not use any trade names, trade marks or service marks of ChannelCore Solutions other than those trade names, trade marks and service marks which ChannelCore Solutions may specify in writing.

12.5 The Partner recognises ChannelCore Solutions’s proprietary rights in its trade names, trade marks and service marks and undertakes not to do any act either alone or jointly with others which may jeopardise or in any way infringe ChannelCore Solutions’s title to such trade names, trade marks or service marks or which might invalidate any registration or application for registration of the same.

12.6 The Partner shall give written notice to ChannelCore Solutions as soon as reasonably practicable after it becomes aware of any use or proposed use by any other person, firm or company of a trade name, trade mark or service mark or other promotional advertising which might infringe ChannelCore Solutions’s trade names, trade marks or service marks.

12.7 ChannelCore Solutions shall be entitled to take whatever steps it considers necessary in the case of infringement or alleged infringement of its trade names, trade marks or service marks and the Partner will assist ChannelCore Solutions to the extent that ChannelCore Solutions may reasonably require to protect ChannelCore Solutions’s rights under this agreement and to contest any infringement, provided that ChannelCore Solutions undertakes to reimburse the Partner’s reasonable costs in providing such assistance.

12.8 Upon termination of this agreement for any reason whatsoever the Partner shall immediately cease to make use of ChannelCore Solutions’s trade names, trade marks or service marks and shall do and execute all such acts, deeds and things that ChannelCore Solutions shall require for the purpose of cancellation of the nonexclusive licence granted under this agreement.

12.9 The Partner acknowledges that its use of ChannelCore Solutions’s trade names, trade marks or service marks does not create for itself any rights in such marks and, if any such rights have been created, the Partner undertakes to assign such rights to ChannelCore Solutions on request.

1. Assignment

13.1 The Partner shall have the right to assign, transfer or otherwise deal with all or any of its rights or obligations under this agreement so long as there are no monies outstanding, owing to ChannelCore Solutions and that it agrees to pay ChannelCore Solutions’s commercial rates for the works involved in collating and dealing with such an assignment or transfer.

13.2 ChannelCore Solutions shall have the right to assign, transfer or otherwise deal with all or any of its rights and obligations under this agreement to a Member of the same group upon notification to the Partner.

1. Force Majeure

14.1 ChannelCore Solutions shall not be liable to the Partner or be deemed to be in breach of this agreement by reason of any delay in performing or any failure to perform any of its obligations under this agreement if the delay or failure is due to any cause beyond ChannelCore Solutions’s reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded without limitation as being causes beyond the reasonable control of ChannelCore Solutions or, as the case may be, ChannelCore Solutions’s sub-contractor:

(a) act of God, weather conditions, explosion, flood, tempest, fire or accident

(b) war or threat of war, sabotaging, civil disturbance or requisition

(c) acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of any governmental, parliamentary of local authority;

(d) import or export regulations or embargoes;

(e) strikes, lockouts or other industrial actions or trade disputes, whether involving employees of ChannelCore Solutions or a third party

(f) acts or omissions of any other telecommunications network operator or service provider; or

(g) difficulty in obtaining raw material from the usual sources of supply.

In any such circumstance or in the event of any other matter beyond the reasonable control of ChannelCore Solutions, ChannelCore Solutions shall be entitled at its option to give notice to the Partner declaring that ChannelCore Solutions is unable to complete its obligations under this agreement as envisaged whereupon this agreement shall be deemed to be frustrated from the date of such notice.

14.2 Where there is any shortage of goods, materials, energy or labour, which cannot be remedied by the actions of ChannelCore Solutions, ChannelCore Solutions will endeavour to allocate available resources fairly between the Partner and other agents and/or between its customers.

1. Set-Off

Without prejudice to any other right or remedy, ChannelCore Solutions reserves the right to set off any amount owing to ChannelCore Solutions at any time from the Partner against any amount payable by ChannelCore Solutions to the Partner under this agreement

1. Entire Agreement

This agreement represents the entire understanding between the parties in relation to the subject matter hereof and supersedes all other agreements and representations made by any party, whether oral or written, and, subject to sub-clause 5.3, this agreement may only be modified if such modification is in writing and signed by a duly authorised representative of each party hereto.

1. Notices

17.1 All notices, agreements and consents under this agreement:

(a) shall be in writing via registered post; and

(b) shall be sent to the address of the recipient set out in this agreement or to such other address as the recipient shall have notified to the other in accordance with this clause.

17.2 Any letter may be delivered by hand, first class pre-paid letter or fax. It shall be deemed to be delivered:

(a) if sent by hand when delivered;

(b) if sent by first class post 48 hours after posting; and

(c) if sent by fax on the day it is faxed (provided a confirmatory copy of the fax is sent by first class post as soon as possible after the fax is sent

1. No Waiver

Failure by either party to exercise or enforce any right conferred by this agreement shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right on any later occasion. No waiver shall be effective unless given in writing and no waiver of a breach of this agreement shall constitute a waiver of any antecedent or subsequent breach.

1. Severability

In the event that a court or arbitral tribunal of competent jurisdiction determines that any part or provision of this agreement is invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of this agreement.

1. Counterparts

This agreement may be executed in counterparts, each of which shall be deemed an original, but which taken together will constitute one and the same instrument.

1. Contracts Rights Of Third Parties

No term of this agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this agreement

1. Further Applicable Terms pursuant to Partner & Partner Customer Agreements

The partner’s attention is particularly drawn to ChannelCore Solutions’s standard terms and conditions (referenced clauses 1.0 to 16.11) that form the basis of this agreement. Interpretations, Definitions, Clauses set therein are binding to this agreement. Summarised below under schedule 1 are particular clauses highlighted to the partner where special care should be taken to read and understand. By signing this agreement in conjunction with clause 22 of the master partner agreement outlined above the partner also agrees to ChannelCore Solutions Group Terms and Conditions which may from time to time change and will be released and updated via the following link: https://ChannelCore Solutionsgroup.co.uk/wp-content/uploads/ChannelCore Solutions-TERMS-AND-CONDITIONS.pdf

1. Governing Law

This agreement shall be governed by and construed and interpreted in accordance with English law and the parties submit to the exclusive jurisdiction of the English Courts.

1. Partner Cost Pricing

All cost prices for products and services listed in the schedule are subject to ChannelCore Solutions's Partner Price guide which may change from time to time and is available on request.