VCDesk Reseller Agreement

Parties

This agreement is dated [date] and is made between:

• Voltex Computers Limited, a company registered in England and Wales under company number 04038413, whose registered office is at The Vicarage, Vicarage Road, Crawley Down, RH10 4JJ, trading as VCDesk ("VCDesk"); and
• [Reseller legal name], a company registered in [country] under company number [number], whose registered office is at [address] ("Reseller").

Background

A. VCDesk operates a multi-tenant, white-label helpdesk platform.

B. The Reseller wants to supply helpdesks built on that platform to its own customers, under the Reseller's own brand.

C. VCDesk agrees to appoint the Reseller on the terms of this agreement.

1. Definitions

Clause headings do not affect interpretation. "Including" means "including without limitation".

2. Appointment

2.1 VCDesk appoints the Reseller as a non-exclusive reseller of the Platform. The Reseller may supply Customer Desks under its own brand, anywhere in the world, subject to clause 4.6.

2.2 White label. The Reseller may present the Platform as its own service. It may apply the Reseller Marks, its own domains and email identities, and remove "Powered by VCDesk" references where the Platform allows. The Reseller does not have to tell Customers that VCDesk supplies the Platform, except that clause 9.3 requires VCDesk to be listed as a sub-processor in the Reseller's data processing terms. The Reseller must not deny VCDesk's role if a regulator or court asks.

2.3 Independent contractor. The Reseller buys from VCDesk and resells on its own account. It is not VCDesk's agent, partner or employee. It has no authority to make promises or contracts on VCDesk's behalf.

2.4 Prices are the Reseller's choice. The Reseller sets its own prices for Customers. VCDesk does not set or restrict them.

2.5 VCDesk may appoint other resellers and may sell the Platform directly, including to businesses in the same market as the Reseller. VCDesk will not knowingly solicit an existing Customer of the Reseller to move to VCDesk's own direct service, except under clause 12.

3. What VCDesk provides

3.1 VCDesk will:

• host, operate, maintain and support the Platform with reasonable skill and care;
• give the Reseller access to the Reseller Console to create, suspend and manage Customer Desks, set branding defaults and view usage and billing for its own portfolio;
• provide second-line support to the Reseller under clause 7;
• provide documentation and reasonable onboarding help;
• keep each reseller's portfolio separate. The Reseller will never see another reseller's Customers, and other resellers will never see the Reseller's.

3.2 VCDesk may change the Platform as it develops, on the same basis as its standard customer terms. It will give at least 30 days' notice of any change that materially reduces functionality the Reseller's Customers pay for.

4. Reseller obligations and Customer Agreements

4.1 First-line relationship. The Reseller owns the relationship with its Customers. It is responsible for sales, onboarding, contracts, invoicing (except under Option C), and first-line support.

4.2 Minimum terms. Every Customer Agreement must include terms at least as protective of VCDesk as those in Schedule 2. The Reseller may use its own wording. The Reseller must enforce those terms.

4.3 No greater promises. The Reseller must not make any promise about the Platform (for example on uptime, features, data location or security) that goes beyond what VCDesk promises the Reseller. If it does, it alone is responsible for that promise.

4.4 Compliance. The Reseller must comply with all applicable laws, including data protection, consumer protection, anti-bribery (Bribery Act 2010), anti-slavery and sanctions laws, and must not supply the Platform to a sanctioned person.

4.5 Acceptable use. The Reseller is responsible for its Customers' use of the Platform. If VCDesk tells the Reseller about a breach of acceptable use by a Customer, the Reseller must deal with it promptly. VCDesk may suspend the affected Customer Desk under clause 12.4.

4.6 Export restrictions. The Reseller must not supply the Platform in any country where doing so would breach UK export controls or sanctions.

4.7 Information. The Reseller must keep accurate records of its Customers and give VCDesk the information it reasonably needs to meet its legal duties.

5. Layer 1 Fees and payment

5.1 Fees. The Reseller will pay VCDesk the Layer 1 Fees in Schedule 1. These are: a monthly platform fee that includes a set number of Customer Desks; a fee for each extra Customer Desk; and wholesale add-on fees for extra agent seats and VCDesk shared-key AI.

5.2 Wholesale add-ons apply whatever the billing option. Wholesale seat and AI fees are payable for every Customer Desk, whichever Layer 2 Billing option the Reseller uses, including where it bills Customers outside the Platform (Option A). Seats are counted from the active staff accounts on each Customer Desk. The Reseller may charge its Customers more and keep the difference.

5.3 Founding reseller offer. If the Reseller is one of VCDesk's first 10 resellers and Schedule 1 says so, it gets 25% off the monthly platform fee for the first 12 months. The discount applies to the platform fee only. Per-desk and add-on fees are always charged in full.

5.4 Custom rates. VCDesk may agree a custom rate card with the Reseller. Any custom rate must be recorded in Schedule 1 or in writing signed by VCDesk. This includes a waiver of the platform fee in exchange for a higher Option C commission.

5.5 Billing. Layer 1 Fees are billed monthly in advance through VCDesk's Stripe account, or by invoice if VCDesk agrees. Desk, seat and AI counts are measured on each billing date. Desks, seats or AI add-ons added during a month are charged pro rata for the rest of that month. Fees include VAT at the current UK standard rate. Invoices are payable on the billing date (Stripe) or within 14 days (manual invoice).

5.6 No refunds. Layer 1 Fees are non-refundable, except where VCDesk ends this agreement for convenience (clause 12.3).

5.7 Price changes. VCDesk may change the standard Layer 1 Fees by giving at least 60 days' written notice. During the founding offer period, the founding platform fee will not increase.

5.8 Late payment. If Layer 1 Fees are overdue, VCDesk may charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998, and may apply the following steps to the Reseller's whole portfolio:

5.9 Protection for paid Customers. A Customer Desk billed under Option B or C stays fully working until the end of the Customer's current paid period, even if the Reseller is in default. After that, it takes the Reseller's current step in the table above.

5.10 Tenant messaging. Notices shown to Customers will never say that the Reseller has failed to pay VCDesk. Paying all overdue Layer 1 Fees lifts every step for the whole portfolio at once.

6. Billing the Reseller's Customers (Layer 2)

6.1 The Reseller chooses, for its portfolio and for each Customer Desk, one of these options:

6.2 Option C commission. Under Option C, VCDesk keeps a commission of 18% of each Customer charge (including VAT), or the custom rate in Schedule 1. This is in addition to the Layer 1 Fees, unless Schedule 1 records a platform fee waiver.

6.3 Option C responsibilities. Under Option C:

• the Reseller sets its own prices in its Platform catalogue, and remains responsible to its Customer for the service, support and the Customer Agreement;
• VCDesk is responsible only for processing the charge correctly through Stripe;
• refunds, disputes and chargebacks are the Reseller's cost. VCDesk may deduct them, with any Stripe fees, from later transfers or invoice them;
• the Reseller must complete Stripe's onboarding and keep its connected account in good standing. Stripe's own terms apply to it.

6.4 Options B and C. The Reseller must make its Customers aware of the billing terms that apply to them, including what happens if a payment fails.

6.5 Changing option. The Reseller may change option for new Customer Desks at any time. Moving an existing Customer between options may need the Customer to enter payment details again. Payment details do not transfer between Stripe accounts.

7. Support, service and AI

7.1 First-line support is the Reseller's job. It must take and triage all Customer support requests, and resolve the ones it reasonably can, such as setup, how-to questions and account changes.

7.2 Second-line support. The Reseller may escalate Platform faults to VCDesk through the platform helpdesk. VCDesk will respond during UK business hours (9am to 5pm, Monday to Friday, excluding bank holidays) as follows:

These are targets, not guarantees, unless Schedule 1 sets a service credit regime.

7.3 Customer fallback. If a Customer reports that it has had no response from the Reseller for 3 business days, VCDesk may help that Customer directly to keep its helpdesk running. It will tell the Reseller when it does.

7.4 Support access. VCDesk staff may access a Customer Desk in a time-limited, audit-logged support session where needed to investigate a fault or keep the Platform secure. Such sessions cannot change billing details or bulk-export data.

7.5 AI keys. AI features are bring-your-own-key first. A Customer Desk may use: the Customer's own AI key; the Reseller's own shared key, which the Reseller pays its AI provider for directly; or VCDesk's platform key, if VCDesk grants the Reseller access. Platform-key use is charged under Schedule 1. VCDesk may withdraw platform-key access on 30 days' notice, or immediately for misuse or non-payment.

7.6 Availability. VCDesk will use reasonable skill and care to keep the Platform available. It will give at least 24 hours' notice of planned downtime where it can, and will tell the Reseller about incidents through the Reseller Console or by email.

8. Branding and intellectual property

8.1 VCDesk and its licensors own all intellectual property rights in the Platform and the VCDesk Marks. Nothing in this agreement transfers them to the Reseller.

8.2 During this agreement, VCDesk grants the Reseller a non-exclusive, non-transferable licence to: (a) use the Platform and Reseller Console; (b) give its Customers access to Customer Desks; and (c) use VCDesk's marketing materials, adapted to the Reseller's brand.

8.3 The Reseller owns the Reseller Marks. It grants VCDesk a non-exclusive licence to use them only to brand the Reseller's Customer Desks and Reseller Console, and to provide the Platform.

8.4 The Reseller warrants that the Reseller Marks, and any branding, logos or content it or its Customers upload, do not infringe anyone else's rights.

8.5 If the Reseller chooses to mention VCDesk, it must do so accurately and in line with VCDesk's brand guidelines. It must not register any domain, trade mark or social media name that includes "VCDesk" or anything confusingly similar.

8.6 IP indemnity. VCDesk will defend the Reseller against any third-party claim that the Platform, as supplied by VCDesk, infringes that third party's UK intellectual property rights. It will pay damages finally awarded or agreed in settlement. This applies only if the Reseller tells VCDesk promptly, lets VCDesk control the defence, and helps reasonably. It does not cover claims caused by Customer Data, Reseller Marks, or use of the Platform in breach of this agreement. If a claim is made, VCDesk may modify the Platform, get a licence, or end the affected service and refund prepaid Layer 1 Fees for the unused period.

9. Data protection

9.1 Roles. For Customer Data, each Customer is the controller, the Reseller is the Customer's processor, and VCDesk is the Reseller's sub-processor. For its own business contact and billing data, each party is a separate controller.

9.2 DPA. VCDesk's DPA applies between VCDesk and the Reseller, and forms part of this agreement. The Reseller gives VCDesk general written authorisation to use the sub-processors listed in the DPA.

9.3 Flow-down. The Reseller must have a written data processing agreement with each Customer that meets Article 28 of UK GDPR. It must: (a) name VCDesk (and VCDesk's sub-processors, or a link to the list) as authorised sub-processors; (b) pass on any objection to a new sub-processor within the DPA's notice period; and (c) not promise its Customers anything about data handling that is stricter than the DPA, unless VCDesk agrees in writing.

9.4 Instructions. The Reseller confirms that its instructions to VCDesk, including through the Reseller Console and Platform settings, reflect its Customers' instructions and are lawful.

9.5 Breaches and requests. VCDesk will tell the Reseller of a personal data breach affecting Customer Data without undue delay, and within 48 hours of becoming aware of it. The Reseller is responsible for telling its Customers. VCDesk may tell an affected Customer directly where the Reseller cannot be reached or where the law requires it.

9.6 Under Option C, VCDesk is a controller of the Customer billing data it needs to take payments, alongside Stripe. VCDesk's Privacy Policy applies to that data.

10. Confidentiality and non-solicitation

10.1 Each party will keep the other's confidential information secret, use it only for this agreement, and share it only with staff, contractors and advisers who need to know it and are bound by similar duties. This includes the pricing in Schedule 1 and the Reseller's Customer list.

10.2 This does not apply to information that is public through no fault of the receiving party, was already lawfully known to it, is independently developed, or must be disclosed by law or a regulator.

10.3 These duties last for the term of this agreement and 5 years after it ends.

10.4 Non-solicitation of Customers. During this agreement and for 12 months after it ends, VCDesk will not knowingly approach a Customer of the Reseller to move it to VCDesk's direct service or another reseller. This does not apply: (a) where the Customer approaches VCDesk first; (b) to general marketing not aimed at the Reseller's Customers; or (c) to transfers under clause 12.

10.5 Non-solicitation of staff. Neither party will, during this agreement and for 6 months after it ends, solicit for employment any employee of the other who was materially involved in this agreement, without the other's consent. General job adverts are allowed.

11. Warranties, indemnities and liability

11.1 Each party warrants that it has the power to enter into this agreement. VCDesk warrants that it will provide the Platform with reasonable skill and care, and that the Platform will perform materially in line with its documentation. All other warranties, conditions and implied terms are excluded as far as the law allows.

11.2 Reseller indemnity. The Reseller will indemnify VCDesk against losses, damages, costs (including reasonable legal fees) and claims arising from:

• any claim by a Customer under or about a Customer Agreement, except to the extent caused by VCDesk's breach of this agreement;
• any promise the Reseller makes beyond VCDesk's commitments (clause 4.3);
• the Reseller's breach of clause 4.4 (compliance) or clause 9 (data protection);
• the Reseller Marks or content it uploads (clause 8.4).

11.3 What is not limited. Nothing in this agreement limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or anything else that cannot be limited by law.

11.4 Excluded losses. Subject to 11.3, neither party is liable for loss of profits, revenue, business, goodwill or anticipated savings, loss or corruption of data (except VCDesk's duty to restore from its latest backup), or any indirect or consequential loss.

11.5 Cap. Subject to 11.3, each party's total liability arising out of or in connection with this agreement in any 12-month period is limited to the total Layer 1 Fees paid or payable by the Reseller in the 12 months before the event giving rise to the claim.

11.6 The cap in 11.5 does not apply to the Reseller's obligation to pay Layer 1 Fees and Option C chargebacks, or to the Reseller's indemnity in 11.2.

11.7 Insurance. Each party will hold professional indemnity and cyber insurance at a level suitable for its obligations under this agreement, and will show evidence of it on reasonable request.

12. Term, termination and Customer transition

12.1 Term. This agreement starts on the date above and continues on a rolling monthly basis until ended under this clause.

12.2 Ending by the Reseller. The Reseller may end this agreement by giving at least 30 days' written notice, ending on a Layer 1 billing date. A founding reseller discount ends with the agreement and cannot be restarted.

12.3 Ending by VCDesk for convenience. VCDesk may end this agreement by giving at least 6 months' written notice. It will refund any Layer 1 Fees paid in advance for the period after the end date.

12.4 Suspension. VCDesk may suspend a Customer Desk, or the Reseller Console, immediately if needed to protect the Platform's security, to stop serious or repeated breaches of acceptable use, or if the law requires it. Non-payment is dealt with under clause 5.8.

12.5 Termination for cause. Either party may end this agreement immediately by written notice if the other: (a) commits a material breach that cannot be fixed, or does not fix it within 30 days of notice; or (b) becomes insolvent, enters administration or liquidation, or stops trading. VCDesk may also end it by notice if Layer 1 Fees remain unpaid 30 days after the due date.

12.6 Customer transfer. If this agreement ends for any reason, or Layer 1 Fees are unpaid for more than 14 days, VCDesk may transfer any Customer Desk (with its tickets, knowledge base, users, branding and domains) to VCDesk's own reseller account or to another active reseller, so the Customer keeps its service. The Reseller's consent is not needed. The Reseller will lose access to transferred desks. Layer 2 subscriptions held by the Reseller are cancelled. VCDesk will tell the Customer only that it has a new provider, and will not say why.

12.7 Orderly wind-down. When this agreement ends under 12.2 or 12.3, for 30 days afterwards (the "wind-down period"): (a) the Reseller may export Customer Data or move Customers to another platform; (b) the Reseller may ask VCDesk to transfer Customers under 12.6; and (c) Layer 1 Fees continue for any Customer Desks still active. After the wind-down period, any desks not transferred or exported will be deleted under the DPA.

12.8 Survival. Clauses 5 (for unpaid fees), 6.3, 8.6, 9, 10, 11, 12.6 to 12.8 and 13 continue after this agreement ends.

13. General

13.1 Events beyond control. Neither party is liable for failure or delay caused by events beyond its reasonable control. This does not excuse payment. If such an event lasts more than 60 days, either party may end this agreement by notice.

13.2 Assignment. The Reseller may not assign or subcontract this agreement without VCDesk's written consent. VCDesk may assign it to a group company or to a buyer of its business, with notice.

13.3 Notices. Notices must be in writing and sent by email to the addresses in Schedule 1, or by recorded post to the registered office. An email notice is received when sent, unless a delivery failure message comes back.

13.4 Changes. Changes to this agreement must be in writing and signed by both parties. VCDesk may update the DPA and its standard support targets on 30 days' notice, provided the update does not materially reduce the Reseller's protection.

13.5 Entire agreement. This agreement, its Schedules and the DPA are the whole agreement between the parties on its subject. Neither party has relied on any statement not set out in them. This does not limit liability for fraud.

13.6 Order of precedence. If documents conflict: the DPA prevails on data protection; Schedule 1 prevails on fees; then these clauses.

13.7 Waiver, severance, third parties. A delay in enforcing a right does not waive it. If any part is unenforceable, the rest stays in force. No third party has rights under the Contracts (Rights of Third Parties) Act 1999.

13.8 Disputes. The parties will first try to resolve any dispute by senior-level discussion within 30 days. Either party may still seek urgent court relief.

13.9 Governing law and courts. This agreement and any dispute arising from it (including non-contractual disputes) are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

13.10 Counterparts and e-signature. This agreement may be signed electronically and in counterparts.

Schedule 1: Fees and contact details

All prices are in GBP, include VAT, and are charged monthly.

Notice addresses. VCDesk: legal@vcdesk.app. Reseller: [email].

Schedule 2: Minimum Customer terms

Each Customer Agreement must, in substance:

• limit use of the Platform to the Customer's internal business purposes, and prohibit resale;
• include acceptable use restrictions at least as strict as clause 7 of VCDesk's standard Terms and Conditions;
• make clear that the Customer, not VCDesk, is responsible for the content it puts in its helpdesk and for reviewing AI output before relying on it;
• include an Article 28 UK GDPR data processing agreement naming VCDesk and its sub-processors as authorised sub-processors;
• exclude, as far as the law allows, any liability of VCDesk to the Customer, and give VCDesk no less protection than the liability limits in this agreement;
• allow suspension of the Customer's helpdesk for security threats, unlawful use or non-payment;
• allow the Customer's helpdesk to be transferred to another provider under clause 12.6, and the Customer's data to be deleted after the export period when the service ends;
• state that VCDesk's IP in the Platform stays with VCDesk.

Signed