Ignite Platform - Reseller Agreement

Effective Date: [Date]

THIS AGREEMENT is entered into by and between:
(1) Angel Investment Technology Ltd (AIT), a company registered in England and Wales with company number 14939318 whose registered office is at Wellington House, Aviator Court, Clifton Moor, York YO30 4UZ (the "Company"); and
(2) [INSERT RESELLER LEGAL NAME], with a principal place of business at [INSERT RESELLER ADDRESS] (the "Reseller").

BACKGROUND
(A) The Company owns and operates the Ignite software-as-a-service platform (the "Platform").
(B) The Reseller has experience and expertise in promoting and marketing software services to educational institutions and other relevant organisations.
(C) The Company wishes to appoint the Reseller, and the Reseller wishes to be appointed, on a non-exclusive basis, to introduce and refer potential clients to the Company for the subscription of the Platform, in exchange for a royalty fee, on the terms set out in this Agreement.

IT IS AGREED as follows:

1. DEFINITIONS
"Agreement": This Reseller Agreement.
"Confidential Information": Any information disclosed by one Party to the other which is marked as "confidential" or should reasonably be considered confidential.
"Institution Service Agreement": The Ignite Platform & Services Agreement and corresponding Order Form entered into between the Company and a Referred Institution.
"Intellectual Property Rights": All patents, copyright, trademarks, business names, software rights, and any other intellectual property rights, whether registered or unregistered.
"Net Revenue": The total fees received by the Company from a Referred Institution specifically under the mandatory "Internal User Licence (Fixed Fee Model)" of the Institution Service Agreement, less VAT, any other sales taxes, refunds, credits, and chargebacks. For the avoidance of doubt, Net Revenue does not include any revenue generated from the optional "External User Programme (Revenue Share Model)".
"Referred Institution": A new client (e.g., university, accelerator, or incubator) that enters into a binding Institution Service Agreement with the Company as a direct result of the Reseller's introduction and promotional activities, and which has been formally accepted as such in writing by the Company.
"Royalty Fee": The fee payable by the Company to the Reseller, as calculated in accordance with Clause 5.

2. APPOINTMENT
2.1. The Company hereby appoints the Reseller, and the Reseller accepts the appointment, as a non-exclusive referrer and promoter of the Platform to potential clients in the United Kingdom.
2.2. This Agreement does not create an exclusive relationship between the Parties. The Company is free to engage other resellers and to market and sell the Platform directly. The Reseller is free to promote other non-competing products and services.

3. RESELLER'S OBLIGATIONS
3.1. The Reseller shall use its best efforts to promote the Platform and introduce potential Referred Institutions to the Company.
3.2. The Reseller shall conduct its business in a professional manner and shall not engage in any misleading, deceptive, or unethical practices.
3.3. The Reseller shall represent the Platform and its features accurately, using only marketing materials provided or approved by the Company. The Reseller has no authority to make any warranties or representations on the Company's behalf.
3.4. The Reseller shall promptly forward all leads and enquiries to the Company and shall not enter into any negotiations or agreements on behalf of the Company. The Company retains the sole right to accept or reject any potential client.
3.5. The Reseller is responsible for all of its own business expenses, including taxes, insurance, and marketing costs.

4. COMPANY'S OBLIGATIONS
4.1. The Company shall provide the Reseller with relevant marketing materials, product information, and training as reasonably required.
4.2. The Company shall manage all aspects of the sales process, contracting, billing, and support for Referred Institutions.
4.3. The Company shall track all introductions made by the Reseller and provide reports as specified in Clause 5.

5. ROYALTY FEE AND PAYMENT
5.1. In consideration for the Reseller's services, the Company shall pay the Reseller a Royalty Fee equivalent to ten percent (10%) of the Net Revenue received by the Company from each Referred Institution for the entire duration of the Referred Institution's contract with the Company (including all renewals).
5.2. The Royalty Fee shall be payable for the entire duration that a Referred Institution remains a paying client of the Company under an Institution Service Agreement, including the Initial Term and any subsequent Renewal Terms.
5.3. Within 30 days of the end of each calendar quarter, the Company shall provide the Reseller with a statement detailing the Net Revenue received from all Referred Institutions during that quarter and the corresponding Royalty Fee calculation.
5.4. The Company shall pay the calculated Royalty Fee to the Reseller's nominated bank account within 45 days of the end of each calendar quarter.

6. INTELLECTUAL PROPERTY
6.1. The Company retains all Intellectual Property Rights in the Platform. The Reseller is granted no rights under this Agreement other than the limited right to promote the Platform.

7. CONFIDENTIALITY
7.1. Each Party shall keep in strict confidence all Confidential Information of the other Party.

8. TERM AND TERMINATION
8.1. This Agreement shall commence on the Effective Date and continue until terminated by either Party by giving thirty (30) days' written notice to the other.

9. LIMITATION OF LIABILITY
9.1. Nothing in this Agreement shall limit or exclude either Party's liability for death or personal injury caused by its negligence, fraud, or any other liability which cannot be limited or excluded by applicable law.

10. GENERAL
10.1. Independent Contractor. The Reseller is an independent contractor and not an employee, partner, or agent of the Company.
10.2. Governing Law: This Agreement is governed by the law of England and Wales.
10.3. Dispute Resolution: Unresolved disputes shall be determined by arbitration in London.
10.4. Entire Agreement: This Agreement constitutes the entire agreement between the Parties on this subject matter.

Agreement and Acceptance
By signing below, both Parties agree to be bound by the terms of this Reseller Agreement.

For and on behalf of the Reseller:
Signature: _________________________
Name (Printed): [Insert Name]
Title: [Insert Title]
Date: _________________________

For and on behalf of Angel Investment Technology Ltd:
Signature: _________________________
Name (Printed): Russell Short
Title: CEO
Date: _________________________