VERSION CONTROL Document Name: MASTER SERVICES AGREEMENT RESELLER AGREEMENT Version: v1.4 Date Issued: 14th October 2025 Author/Editor: M.Lulham Versioning: https://infopoint.mtechsystems.co.uk/versioning
1.1 The definitions and rules of interpretation in this Clause apply in this Agreement.
Acceptable Use Policy: any acceptable use policy set out in the Statement of Work (or Service Order) or as otherwise notified by the Supplier to the Partner and as amended from time to time.
Additional Usage: any additional use of the Third Party Services and/or Subscription Services in excess of the Minimum Commitment.
Agreement: the terms and conditions in this agreement (including all Schedules, Annexes and Service Documents, whether now existing or added in the future), together with any Service Document, Statement of Work (or Service Order), Service Schedule, Order Form, quote, or other document agreed between the Parties in writing which sets out the scope of Services, applicable Charges, Service Levels or other commercial terms.
Applicable Data Protection Laws:
i) To the extent the UK data protection legislation applies, all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (“DPA 2018”) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
ii) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.
Applicable Laws: all applicable laws, statutes, regulations from time to time in force which relate to the business of the applicable Party.
Authorised Representative: the person nominated by each Party in accordance with this Agreement.
Authorised User: any individual who is entitled to use of the Third Party Services and/or Subscription Services named to the Supplier as a user by the Partner (or by an End-Customer, as allocated by the Partner).
Background Materials: all Intellectual Property Rights, know-how, information, methodologies, techniques, tools, schemata, diagrams, ways of doing business, trade secrets, instruction manuals and procedures (including, but not limited to, software, documentation, and data of whatever nature and in whatever media) owned, developed or controlled by the Supplier which may have been created outside the scope, or independently of, the Services and/or this Agreement, and including all updates, modifications, derivatives or future developments thereof.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Business Systems: the information technology and communication systems, including networks, hardware, software and interfaces owned by, or licensed to, the Partner, End-Customer, or any of their agents or contractors.
Change Request: any request to alter the Services pursuant to this Agreement as set out in Clause 13.
Partner: the reseller partner as identified in the Statement of Work (or Service Order).
End-Customer: any third party to whom the Partner resells, supplies or otherwise makes available the Services under this Agreement.
Resale Rights: the limited rights granted by the Supplier to the Partner under this Agreement to resell the Services to End-Customers within the Authorised Territory.
Pass-Through Terms: mandatory flow-down obligations imposed on the Partner, including but not limited to the Microsoft Customer Agreement, any applicable Third Party Terms, Acceptable Use Policies, disclaimers, and restrictions contained in this Agreement.