THIS AGREEMENT commences on the last dated signature to this Agreement (the “Effective Date”)
 BY AND BETWEEN:
1.	PURPLE WIFI LIMITED a company incorporated in England and Wales (Registration Number 06444980) whose registered office is located at Meadowbank House, Tweedale Way, Chadderton, OL9 8EH, England, UK (“Purple”); and
2.	[COMPANY NAME] a company incorporated in [Country] (Registration Number xxxxxx) whose registered office is located at [Company Registered office Address] (the “Reseller”),
individually a “Party” and collectively the “Parties”. 

BACKGROUND:
A	Purple provides a hosted software solution which provides a business with: (i) a WiFi hotspot platform for use by individuals on the business' WiFi hardware; (ii) customer analytics services and marketing opportunities; and (iii) ancillary support services.
B	The Reseller has access to businesses that may wish to utilise Purple's hosted software solution and has agreed to become a reseller of the Service.
OPERATIVE PROVISIONS:
1.	Interpretation
1.1.	In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:  
Access Point means any item of access hardware (including signal boosters and repeaters) of an End Customer at a Venue through which a User may access the internet. 
Device means any computer, tablet, mobile telephone, smart phone or other electronic device through which a User accesses the Service.
Distributor means a distributor of the Service authorised as such by Purple.
End Customer means a business customer to which the Reseller has granted a license to use the Service as identified in an accepted Order.  
End Customer Access Page means the access page (whether or not branded by the End Customer) through which Users login in order to access the internet.
EULA means the end user license agreement in place between Purple and the User at the relevant time.
Extended Service License Period Term means an auto-renewal period of one (1) year added to the end of the Initial Service License Period Term and/or to any Extended Service License Period Term where neither Party has terminated the Service License in accordance with either clause 9.3 or 9.4.
Initial Service License Period Term means any such initial period as is specified in an Order as the period to be covered by the Service License.
Initial Term means the period of 1 year ending on the first anniversary of this Agreement.
Intellectual Property Rights means any intellectual property rights arising by virtue of or in relation to patent, copyright, database rights, rights in trademarks (registered or unregistered), applications for any of the foregoing, trade secret rights and know how, and any other intellectual property or proprietary rights arising under the laws of any jurisdiction. 
Order means an individual purchase order relating to the licensing and use of the Service concluded between Purple (or a Distributor) and the Reseller (including, without limitation, those submitted via the Purple Portal) which is in accordance with clause 3.3.
Reseller Criteria means those criteria from time to time detailed at https://purple.ai/how-we-work/partners/.
Privacy Policy means the privacy policy adopted by Purple at the relevant time.
Professional Services means work carried out by Purple at the request of the Reseller to enhance, modify or develop the Service specifically for an End Customer.
Purple Platform means the online platform provided by Purple through which the Reseller may place Orders and administer the usage of the Service by End Customers.
Service means Purple's hosted software solution which provides: (i) an End Customer with a WiFi hotspot platform which may be used by Users to access the internet through one or more Access Points at a Venue; and (ii) customer analytic functionality and reports usable by End Customer personnel.
Service Level Standards means the minimum levels of performance applicable to the Service and the Support Service set out in paragraphs 1.1 and 1.2 of Appendix C. 
Service License means a non-exclusive term license in respect of a specified number of Access Points for use of the Service at the Venue(s) for the Service License Period.
Service License Fee means such fee, in whichever currency payable, as shall be payable by the Reseller to Purple or a Distributor (as appropriate) in respect of a Service License as shall be set out in the price book as accessed through the Purple Platform from time to time as may be adjusted in accordance with Appendix A. 
Service License Period means the Initial Service License Period Term and/or any Extended Service License Period Term as the period to be covered by the Service License.
Set Up Fee means such fee (if any), in whichever currency payable, as shall be payable by the Reseller to Purple or a Distributor (as appropriate) in respect of the setting up of the Service. 
Support Request means a written request by the Reseller for Purple to provide an element of the Support Service.
Support Service means the support relating to the Service provided by Purple to the Reseller under this Agreement, including (without limitation) the support functions set out in Appendix B. 
Support Service Fee means such fee (if any), in whichever currency payable, as shall be payable by the Reseller to Purple or a Distributor (as appropriate) in respect of the Support Service as shall be communicated to the Reseller from time to time. 
Specifications means the capabilities and characteristics of the Service as publicised from time to time on https://purple.ai/service-description/
Terms of Use means the terms of use relating to the Service as publicised from time to time at https://purple.ai/wifi-terms-of-use/.
User means any individual natural person who accesses the internet by means of a Device via an End Customer Access Page through an Access Point at a Venue.
Venue means the End Customer venue at which a User accesses the internet via the End Customer Access Page through the Access Point(s) as identified in an Order.
1.2.	Clause headings shall not affect the interpretation of this Agreement. 
1.3.	Words in the singular shall include the plural and vice versa.
1.4.	A reference to one gender shall include a reference to the other genders.
1.5.	A reference to any party shall include that party's personal representatives, successors or permitted assigns.
1.6.	A reference to a statute, statutory provision or any subordinated legislation made under a statute is a reference to such statute, provision or subordinated legislation as in force at the date of this Agreement.
1.7.	References to clauses and Appendices are to the clauses and Appendices of this Agreement.
1.8.	Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2.	Reseller appointment, obligations and certification
2.1.	The Reseller is hereby appointed by Purple on a non-exclusive basis as an “Approved Reseller” of the Service. 
2.2.	The terms of this Agreement (as it may be varied, supplemented or amended from time to time) shall apply for the Initial Term and thereafter auto -renew for a period of 12 months (“Extended Term”) unless terminated by either party in accordance with clause 9. 
2.3.	The Reseller shall not: (i) represent itself as an agent of Purple for any purpose, nor pledge Purple’s credit nor purport to give any condition or warranty or make any representation on Purple's behalf or commit Purple to any contract; or (ii) without Purple's prior written consent make any representation, give any warranty, guarantee or other commitment with respect to the specifications, features or capabilities of the Service which are inconsistent with those contained in the materials supplied by Purple (including, without limitation, the Specifications) or otherwise incur any liability on behalf of Purple. 
2.4.	The Reseller shall indemnify and keep fully and effectually indemnified Purple against all costs, claims and expenses (on a full indemnity basis) incurred by it which arise from any breach by the Reseller of clause 2.3.
2.5.	The Reseller shall use reasonable endeavours to keep Purple informed of any special requirements (including, but not limited to, legislative requirements in the jurisdiction of each of the Reseller and the End Customer) applicable to the Support Service. Purple and the Reseller shall promptly take steps to comply with any such requirements. 
2.6.	The Reseller shall provide Purple with such information in connection with the Support Service as Purple may, from time to time, reasonably require both before and during the provision of the Support Service.
2.7.	The Reseller shall, upon receipt of notification from an End Customer that the Service is unavailable or unacceptable, provide first line support to such End Customer to resolve such unavailability or unacceptability without recourse to Purple. In the event that such unavailability or unacceptability cannot be resolved by the Reseller, the Reseller shall issue a Support Request to Purple as soon as reasonably practicable.
2.8.	The Reseller shall act in accordance with any and all reasonable instructions issued by Purple in relation to the Support Service. Purple shall not be liable for any failure to provide the Support Service or any part thereof which arises out of the Reseller’s failure to follow any such instructions.
2.9.	The provisions of Appendix D shall apply to Professional Services.
3.	Orders 
3.1.	Each Service License is based on the number of Access Points specified by the Reseller. 
3.2.	The Reseller may purchase Service Licenses for access to the Service for sub-license or assignment to End Customers on its own account by submitting an Order.
3.3.	Each Order shall specify the relevant End Customer, the Venue, the number of Access Points, the Service License Period, the Service License Fee, the Support Service Fee, the Set Up Fee and shall include (or be accompanied by) the relevant End Customer’s contact name, address, email address, telephone number and type of business to enable Purple to populate such End Customer’s access portal. 
3.4.	Upon acceptance of an Order by Purple, Purple will activate the Service and the Support Service for the Service License Period in respect of the relevant End Customer, Venue and Access Point(s) as soon as reasonably practicable.

4.	Service
4.1.	Upon acceptance of an Order, Purple shall, in consideration of receipt of the Service License Fee, be deemed to have granted to the Reseller such number of Service Licenses for the Service License Period, via the Access Point(s) and at the Venue(s) as set out in such Order and acceptance of such Order by Purple shall constitute its consent to the assignment or sub-license of such Service Licenses by the Reseller to the End Customer specified in such Order.
4.2.	The Reseller acknowledges that title to the Service and to all property and Intellectual Property Rights provided to the Reseller or otherwise arising under this Agreement, including but not limited to any software used by Purple in connection with the Service, together with all amendments, additions and enhancements to the Service (whether provided under the Support Service or otherwise), shall belong exclusively to and shall remain vested in Purple.  
4.3.	The Reseller undertakes:
4.3.1.	to use reasonable endeavours to promote the Service to the best of its ability and to maximise Orders;
4.3.2.	not to copy the software (or any part of it) utilised within the Service;
4.3.3.	not to reverse engineer, disassemble, decompile, translate or modify the software (or any part of it) utilised within the Service without the prior written consent of Purple;
4.3.4.	only to provide access to the Service to such employees, contractors and agents of the relevant End Customer as are necessary so as to ensure acceptable operation of the Service and otherwise in accordance with the provisions of the applicable Order;
4.3.5.	to properly ascertain the requirements of each End Customer to ensure that the Service complies with such End Customer’s requirements (including any legal or regulatory requirements relevant to such End Customer);
4.3.6.	to properly ascertain each End Customer’s requirements to ensure that an appropriate number of Access Points are included within the relevant Order to ensure that usage of the Service by Users is optimised;
4.3.7.	to provide an appropriate technical specification to each End Customer so as to ensure that each End Customer has an appropriate number of Access Points at each Venue to facilitate access to the internet for its Users;
4.3.8.	not to provide or otherwise make available the Service in whole or in part in any form to any person other than End Customers without the prior written consent of Purple;
4.3.9.	to make End Customers and Users aware of any restrictions in respect of their use of the Service to the extent such restrictions are set out in this Agreement or otherwise provided to the Reseller, including without limitation ensuring that each End Customer is aware of the Terms of Use and that each User must accept the terms set out in each of the EULA and the Privacy Policy as a condition precedent of using the Service;
4.3.10.	to maintain adequate security measures intended to safeguard the Service from access or use by unauthorised users;
4.3.11.	to comply (and use all reasonable endeavours to procure that all End Customers and Users comply) at all times with all applicable laws in the relevant jurisdiction; 
4.3.12.	to notify Purple as soon as reasonably practicable if it becomes aware of any use of the Service by any unauthorised user; and
4.3.13.	not to do (or authorise any third party to do) any act which to the Reseller’s knowledge would or might invalidate or be inconsistent with any Intellectual Property Rights of Purple and not knowingly omit (or authorise any third party to omit) to do any act which, by its omission, would have that effect or character.
4.4	Purple hereby grants to the Reseller a non-exclusive, royalty free, term license to permit the Reseller’s employees, contractors and agents to access the Purple Platform in order to administer usage of the Service by End Customers. The license granted under this clause 4.4 shall, in respect of access of the Purple Platform to enable administration of the usage of the Service by an End Customer, terminate upon the termination of the relevant Service License or the termination of this Agreement (whichever is the sooner).
4.5	Data and Data Protection are subject to Appendix E, and its Annexes, as maybe amended and/or updated from time to time, of this Agreement.   
5.	Warranty
5.1.	Purple warrants to the Reseller that the Service shall perform in accordance with the Specifications in all material respects.
5.2.	The warranty in clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Service contrary to Purple's instructions or modification or alteration of the Service by any party other than Purple. If the Service does not perform in accordance with the Specifications, Purple will at its own expense use its reasonable commercial endeavours to correct any such non-performance promptly or provide an alternative means of accomplishing performance in accordance with the Specifications. Such correction or substitution constitutes the Reseller's sole and exclusive remedy for any breach of the warranty set out in clause 5.1. Notwithstanding the foregoing, Purple does not warrant that use of the Service will be uninterrupted or error-free.
5.3.	This Agreement shall not prevent Purple from entering into similar agreements with third parties or from independently developing, using, selling or licensing materials, products or services which are similar to those provided under this Agreement.
6.	IPR indemnification 
6.1.	Purple warrants that use of the Service will not give rise to a claim from a third party against the Reseller for infringement of any Intellectual Property Right. The Reseller’s remedies in respect of any breach of this warranty are set out in the remaining provisions of this clause 6. All other rights are excluded.
6.2.	Subject to clause 6.4, if any claim is brought or threatened by a third party against the Reseller alleging that its use or possession of any components of the Service in accordance with the terms of this Agreement infringes the Intellectual Property Rights of that third party then Purple shall at its own expense have the conduct of such claim on the Reseller’s behalf and shall indemnify the Reseller against all damages and costs awarded against the Reseller or agreed by Purple by way of settlement provided that:
6.2.1.	the Reseller informs Purple promptly and fully in writing of such claim and does not concede or otherwise prejudice any defence to such claim or mitigation of it;
6.2.2.	the Reseller authorises Purple to assume sole conduct of such claim both in and out of court; and
6.2.3.	at the cost of Purple, the Reseller gives Purple all reasonable assistance in investigating, responding to, defending and mitigating its liability in respect of such claim.
6.3.	Subject to the Reseller complying with the provisions of clause 6.2, if the use or possession of any components of the Service in accordance with the terms of this Agreement infringes or, in Purple’s opinion, may be held to infringe the Intellectual Property Rights of a third party, Purple shall at its own expense either procure for the Reseller the right to continue to use such components or adapt or replace them so as to avoid such infringement (without materially detracting from the functionality of the Service), whichever Purple, in its absolute discretion, shall consider is best, or, if neither of such options can be accomplished on reasonable terms, terminate this Agreement in respect of the affected components of the Service and refund the Service License Fee paid by the Reseller for those components calculated on a pro rata basis for the remainder of the applicable Service License Period.
6.4.	Purple shall have no obligation under clauses 6.2 or 6.3 to the extent that any claim:
6.4.1.	is based on any acts or omissions of the Reseller not authorised by this Agreement (or of any third party authorised to use or access the Service);
6.4.2.	arises as a result of the use of the Service in combination with any equipment, programs or data not specified, authorised or supplied by Purple;
6.4.3.	arises as a result of a modification which was carried out by any person other than Purple; or
6.4.4.	arises as a result of the latest release of the Service not being used.
7.	Support service and monitoring
7.1.	The Support Service is subject to the Support Service Fee and will be provided in connection with the Service for the duration of the applicable Service License Period. 
7.2.	As part of the Support Service, Purple shall:
7.2.1.	provide all assistance reasonably necessary so as to ensure that the Service continues to materially perform in accordance with the Specifications; 
7.2.2.	ensure that each of the Service and the Support Service complies at all times with the Service Level Standards; and
7.2.3.	provide a telephone hot-line 24 hours a day, 7 days a week, to provide second line support to appropriately qualified personnel of the Reseller in connection with technical issues relating to the Service. 
7.3	The Reseller and Purple shall each appoint a performance monitor to monitor each of the Service and the Support Service against the Service Level Standards and, if necessary, hold meetings by telephone or in person in order to discuss the provision of the Service and the Support Service and any amendments and/or improvements which are necessary.
8.	Fees, payment and taxes
8.1.	The Service License Fee will be calculated in accordance with the provisions of Appendix A or otherwise as set out within the notification sent to the Reseller.
8.2.	Purple (or, where appropriate, the relevant Distributor) will issue an invoice to the Reseller for the Set Up Fee, the Service License Fee and the Support Service Fee as soon as reasonably practicable after acceptance of an Order or upon the renewal of any Service License Period.
8.3.	Invoiced amounts are, save where specifically agreed to the contrary:
8.3.1.	in the case of Set Up Fees, payable in full immediately;
8.3.2.	in the case of invoices issued to the Reseller by Purple (other than in respect of Set Up Fees) payable in full within 30 days after acceptance of the Order; and
8.3.3.	in the case of invoices issued to the Reseller by a Distributor, payable in accordance with the terms agreed between the Reseller and such Distributor.
8.4.	All fees payable by the Reseller in respect of any Order shall be paid in the relevant currency without any set-off, deduction or withholding at the commencement of the relevant Service License Period.
8.5.	Purple may increase the Service License Fee and/or the Support Service Fee once per year on not less than 60 days' prior written notice to the Reseller with any such increase(s) only applying upon the commencement of any Extended Service License Period Term. 
8.6.	All fees payable under this Agreement are exclusive of Value Added Tax or any similar sales tax, which if applicable shall be added to the relevant invoice and shall be paid by the Reseller at the rate and in the manner prescribed by law from time to time. 
9.	Termination
9.1.	This Agreement may be terminated:
9.1.1.	by Purple immediately if the Reseller misrepresents the Service or, in the reasonable opinion of Purple, acts in a way that causes or is likely to cause damage to Purple’s reputation;
9.1.2.	by either party at any time on not less than thirty (30) days prior written notice to the end of the current Initial Term or Extended Term. For the avoidance of any doubt failure to terminate within the aforementioned conditions will result in a further Extended Term.;
9.1.3.	by either party immediately on giving written notice to the other where such other party has committed a material breach of this Agreement and, in the case of a breach which is capable of being remedied, the recipient of such notice shall have failed to remedy such breach within 14 days after receiving a notice from the other party requesting it to do so; and
9.1.4.	by either party immediately on giving written notice to the other if it becomes apparent that the other party has become insolvent or has had a receiver, administrator or administrative receiver appointed, or has applied for or has called a meeting of its creditors, or has resolved to go into liquidation (except for a bona fide amalgamation or reconstruction while solvent), or an application is made to appoint a provisional liquidator or for an administration order or notice of intention to appoint an administrator is given or a proposal is made for a voluntary arrangement or any other composition, scheme or arrangement with or assignment for the benefit of any of the other party's creditors, or any event analogous to any of the foregoing occurs in any jurisdiction or if the other party ceases or threatens to cease to carry on business.
9.2.	Upon termination of this Agreement for any reason:
9.2.1.	all rights granted to the Reseller under this Agreement shall immediately end;
9.2.2.	Purple will cease to provide the Service to each of the End Customers, save that Purple will continue to provide the Service to each of the End Customers for the remainder of any then active Service License Period provided that it has been paid the Service License Fee and the Support Service Fee in full in respect of such Service License Period and the continued provision of the Service to such End Customer would not be prejudicial to Purple's business interests, property or Intellectual Property Rights;
9.2.3.	all amounts owed by the Reseller to Purple shall become immediately due and payable;
9.2.4.	any term of this Agreement which is expressly or by implication intended to come into or continue in force on or after termination shall come into force or continue in force as intended; 
9.2.5.	each party shall promptly return to the other all confidential information belonging to such other party and all copies of the whole or any part thereof in its possession or control or, if requested in writing by such other party, shall destroy the same and certify in writing to such other party that all copies of the whole or any part of any such confidential information have been destroyed; 
9.2.6.	rights that have accrued to either party prior to termination shall not be affected.
9.3.	Purple may terminate any Service License and cease provision of the Service and the Support Service immediately if:
9.3.1.	it has not been paid the Service License Fee or the Support Service Fee within the applicable payment period; or
9.3.2.	the Reseller or the relevant End Customer breaches the Terms of Use and, in the case of a breach which is capable of being remedied, the Reseller or the End Customer (as relevant) shall have failed to remedy such breach within 14 days after receiving a notice from Purple (or a Distributor) requesting it to do so.
9.4.	Either Party may terminate any Service License on not less than thirty (30) days prior written notice to the end of the current Service License Period. For the avoidance of any doubt failure to terminate within the aforementioned conditions will result in a further Extended Service License Period Term.
9.5.	Upon termination of a Service License in accordance with 9.4 above, the relevant End Customer’s access to the Service will automatically terminate at the end of the applicable Service License Period.    
     
10.	Confidentiality
10.1.	Each of the parties agrees that the commercial terms of this Agreement (including without limitation any pricing set out within any Order) and any information relating to the business of the other which is passed to it by the other in connection with this Agreement shall, at all times, be kept and shall remain confidential.
10.2.	The confidential information referred to in clause 10.1 may be disclosed by the Reseller or Purple only to such of its officers, employees, contractors, auditors or other professional advisors to whom and to the extent to which disclosure is necessary for the fulfilment of this Agreement or for the purposes of professional advice, subject to the Reseller or Purple (as applicable) ensuring that any such individual is under a duty to maintain the confidentiality of any such information that is disclosed to him. No confidential information may be disclosed to a third party without the prior written consent of both the Reseller and Purple unless and to the extent that such disclosure is required by law.
10.3.	Information that: (a) is or becomes publicly known other than through any act or omission of the receiving party; (b) was in the other party's lawful possession before the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is independently developed by the receiving party, which independent development can be shown by written evidence; shall not be regarded as confidential information for the purposes of clause 10.1.
10.4.	The obligations of confidentiality in this clause 10 shall continue to apply after termination of this Agreement.
11.	Limitation of liability
11.1.	Subject to clause 11.3 and save as provided in clause 11.2, the aggregate liability of each party to the other or to any third party (whether in contract, tort or otherwise) shall be limited as follows:
11.1.1.	in respect of any claims arising under or in connection with an Order, each party's aggregate liability during each Service License Period under such Order shall be limited to the total Service License Fee payable under such Order in the relevant Service License Period in which the relevant claim arises; or
11.1.2.	in respect of any claims arising under or in connection with this Agreement which are not subject to clause 11.1.1, each party's aggregate liability in any calendar year shall be limited to an amount equal to that proportion of the Service License Fee paid which is attributable to the calendar year within which such claim arises. 
11.2.	Subject to clause 11.3, in no event shall either party be liable to the other party or to any third party for: (i) any loss of profits; (ii) any loss of revenue; (iii) any loss of goodwill; (iv) any loss or corruption of or damage to data; or (v) any indirect, incidental, consequential or special loss or damage.
11.3.	Nothing in this Agreement shall exclude or limit either party's liability for: (i) death or personal injury resulting from negligence; (ii) any claim based on fraud or other criminal act; (iii) a breach of the obligations imposed by s.12, Sale of Goods Act 1979 or s.2, Supply of Goods and Services Act 1982; (iv) a breach of any confidentiality obligation owed to the other party; (v) a breach or infringement of the other party's Intellectual Property Rights; (vi) the indemnity set out in clause 2.4; (vii) the indemnity set out in clause 6.2; or (viii) for any other matter that may not be validly excluded or limited by applicable law.
12.	General
12.1.	This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
12.2.	This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
12.3.	The parties agree to comply with all applicable laws relating to their respective activities and obligations under this Agreement, including without limitation all applicable export control laws, obligations under the GDPR, Data Protection Act 2018 and the provisions of the Bribery Act 2010 as maybe amended from time to time.
12.4.	All notices which are required to be given under this Agreement shall be in writing and shall be sent either by email to such email address as the recipient may designate by notice given in accordance with this clause or by first class pre-paid recorded delivery post or airmail to the address of the recipient set out at the beginning of this Agreement or such other address as the recipient may designate by notice given in accordance with this clause. Any notice sent by email shall be deemed to have been served one hour after it is sent (save where the sender receives notification that such email has not been delivered) and any notice sent by first class pre-paid recorded delivery post or airmail shall be deemed to have been served 48 hours after posting.
12.5.	The Reseller may not assign any provision of this Agreement without the prior written consent of Purple. 
12.6.	Purple shall be entitled to refer to the Reseller and any End Customer within its publicity materials.
12.7.	A failure to exercise or a delay in exercising a right or remedy provided by this Agreement or by law shall not constitute a waiver of such right or remedy. If an effective waiver of any breach of any of the terms of this Agreement is made, then such waiver shall not constitute a waiver in respect of any other breach of such term or any breach of any other term.
12.8.	The terms of this Agreement are in lieu of all warranties, conditions, undertakings, terms and obligations concerning the supply, licensing and use of the Service which might but for this clause have effect between Purple and the Reseller or would otherwise be implied or incorporated into this Agreement or considered to take effect as a collateral contract, whether by statute, common law, trade usage, course of dealing or otherwise, all of which are agreed to be excluded to the fullest extent permitted by law.
12.9.	No variation of this Agreement shall be valid unless it is in writing, it expressly states that it varies this Agreement and it is signed by authorised representatives of each party.
12.10.	A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
12.11.	No delay, failure or default in the performance of any obligation under this Agreement shall constitute a breach of contract to the extent caused by circumstances beyond the reasonable control of the party whose performance is affected but nothing in this clause shall excuse the Reseller from any payment obligations under this Agreement.
12.12.	If any term of this Agreement is or becomes unenforceable or invalid, such invalidity or unenforceability shall not affect the other terms of this Agreement which shall remain in full force and effect. If any term of this Agreement is or becomes invalid or unenforceable but would be valid or enforceable if some part of it were deleted or modified by the parties, the term in question shall apply with such modification as may be necessary to make it valid and enforceable. The parties shall act reasonably and in good faith to agree any such modification.
12.13.	This Agreement may be executed in two or more counterparts, each of which will be deemed to be an original and when taken together will constitute one and the same agreement. 
IN WITNESS HEREOF Purple and the Reseller have caused this Agreement to be signed by their duly authorised representatives by and behalf of:

PURPLE WIFI LIMITED 				RESELLER
Signed:						Signed: 
Name:							Name:
Title:							Title: 
Date:						Date:
 
APPENDIX A
Pricing

Service License Fee means the relevant fee as set out in the price book (as accessed through the Purple Platform from time to time) with a discount of either:
(a)	15% as standard; or
(b)	30% where: the relevant Order is in respect of a prospect which has been pre-registered in accordance with Purple’s deal registration programme.



 
APPENDIX B
Support Service

1. The Support Service shall consist of support to the Reseller by means of contact by email or via the Purple Portal.


 
APPENDIX C
Service Level Standards

1.	Service levels and response times
1.1	Purple shall use its reasonable endeavours to ensure an uptime rate of not less than 99.9%.
1.2	Purple shall use its reasonable endeavours to provide the following Support Service response times:
1.2.1.	for any issue which results in all Users being unable to access the Service (a Critical Level Issue), within 75 minutes after receiving a Support Request;
1.2.2.	for any issue which results in the Service being substantially diminished for Users (a High Level Issue), within 225 minutes after receiving a Support Request; and
1.2.3.	for any issue which results in the Service being impaired but not substantially diminished for Users (a Low Level Issue), within 50 hours after receiving a Support Request.
1.3	Purple shall refund such proportion of Service License Fee and the Support Service Fee which is applicable to Downtime which exceeds 0.1%.
1.4	For the purposes of this Appendix C, Downtime refers to one or more whole periods of 30 minutes duration commencing upon the submission by the Reseller of a Support Request informing Purple that there is a Critical Level Issue (as defined in paragraph 1.2.1).
1.5	The response times set out in paragraph 1.2 refer only to the time within which Purple shall respond to a Support Request. Purple gives no guarantee as to the time it may take to resolve any Critical Level Issue, High Level Issue or Low Level Issue save that it shall use its reasonable endeavours to resolve all such issues as soon as reasonably practicable.
1.6	Paragraph 1.3 shall not apply where and to the extent that Downtime arises from:
1.6.1.	Scheduled Service Downtime (as defined in paragraph 2.1); or
1.6.2.	failure of the Reseller’s own computer systems, network or software; or
1.6.3.	failure by the Reseller, its employees, subcontractors, agents or other similar third parties to comply with any reasonable instructions issued by Purple; or
1.6.4.	breach by the Reseller or the End Customer of any terms or restrictions applicable to the Service including, but not limited to, exceeding data storage or transfer limitations; or
1.6.5.	any factor which is beyond the reasonable control of Purple including, but not limited to, failure of social media platform providers for such platforms used to deliver the Service.
2.	Scheduled Service Downtime
2.1	Purple may, from time to time, require Downtime in order to perform maintenance and upgrades on its computer systems, network and infrastructure (Scheduled Service Downtime).
2.2	Purple shall use reasonable endeavours to ensure that any period of Scheduled Service Downtime causes minimal disruption to the Service and is as brief as is reasonably possible.
2.3	Purple shall notify the Reseller of Scheduled Service Downtime no later than 24 hours prior to its commencement. Such notice shall include an outline summary of the work to be performed during, and the estimated duration of, the Scheduled Service Downtime.
2.4	Purple shall use reasonable endeavours to perform maintenance and upgrades without incurring any Scheduled Service Downtime.
3.	Service and Performance Monitoring
3.1	The performance monitors appointed by each party in accordance with clause 7.3 shall consider all relevant information (including, without limitation, any reports prepared by either party detailing Downtime or Purple’s performance against Support Requests) when discussing the performance of each of the Service and the Support Service against the Service Level Standards and shall use reasonable endeavours to agree such mutually satisfactory amendments and/or improvements which are necessary to meet the Service Level Standards.
3.2	In the event that the Service is not carried out in accordance with the Service Level Standards, the Reseller’s remedies shall be limited to those set out in paragraph 1.3.
 
APPENDIX D
Professional Services

1.	Interpretation
In this Appendix D the following expressions have the following meanings:
Delivery Date means such date as is agreed between the Reseller and Purple as the date upon which the Modifications are to be completed.
Modifications means such of the relevant End Customer’s requested enhancements, modifications or developments to the Service (or any part of it) as are agreed between the Reseller and Purple.  
Professional Service Fee means such fee as is agreed between the Reseller and Purple.
Statement of Works means a written statement made jointly by the Reseller and Purple which details the Modifications and the Delivery Date.
2.	Commitment
2.1	Purple will undertake Professional Services at its entire discretion and no agreement to undertake Professional Services in respect of an End Customer shall imply an obligation to undertake Professional Services in respect of another End Customer.
2.2	Purple will not undertake any Professional Services until:
2.2.1	a Statement of Works has been duly signed by each of Purple and the Reseller;
2.2.2	the Professional Service Fee has been paid; and
2.2.3	the relevant Order has been accepted by Purple. 
2.3	The Professional Service Fee will be invoiced by Purple prior to the commencement of the Professional Services and all such invoices will be payable immediately. 
3.	Orders
	Where the Professional Services do not correspond with the Statement of Works then the Reseller shall be entitled to cancel the relevant Order and Purple shall refund the Professional Service Fee, the relevant Service License Fee and the relevant Support Service Fee.
4.	Intellectual property
All Intellectual Property Rights arising from the provision of Professional Services, including but not limited to any software used by Purple, shall belong exclusively to and shall remain vested in Purple.

 
APPENDIX E
DATA AND DATA PROTECTION

The Parties hereby acknowledge and agree for the purpose of this Agreement, Appendix and/or any relevant Orders pursuant to this Agreement, Purple is a Processor for the purpose of this Agreement and the Data. 

1.	Definitions
In this Appendix E, all capitalised terms not otherwise defined herein shall have the meaning given to them above. Except as modified below, the terms of the definitions above shall remain in full force and effect.  
In this Appendix E, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly:

1.1.1	Affiliate means, in relation to an entity, any entity that directly or indirectly Controls, is Controlled by or is under common Control with such entity (but only for so long as such Control exists);
1.1.2	Control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.  The word Controlled will be construed accordingly;
1.1.3	Reseller Personal Data means any Personal Data received, held, accessed, stored, collected, collated or otherwise processed by the Processor as part of its provision of the Services to the Reseller pursuant to or in connection with this Agreement; 
1.1.4	EEA means the European Economic Area;
1.1.5	EU Data Protection Laws means:
(i)	unless and until the GDPR is no longer directly applicable in the UK, the GDPR, the UK Data Protection Legislation, any European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data including the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended from time to time; and then
(ii)	all applicable data protection and privacy legislation in force from time to time in the UK including the Data Protection Act 2018 and the transitional provisions of the European Union (Withdrawal) Act 2018 and The Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit Regulations 2019), any successor legislation in the UK to the GDPR and/or the Data Protection Act 2018 and any other data protection laws, regulations, codes of practice, codes of conduct, guidance issued by any relevant Supervisory Authority or applicable law;
1.1.6	GDPR means EU General Data Protection Regulation (regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data);
1.1.7	Personal Data means all data defined as ‘personal data’ under Data Protection Laws and to which Data Protection Laws apply;
1.1.8	Services means the services and other activities to be supplied or carried out by or on behalf of the Processor pursuant to this Agreement; and
1.1.9	Subprocessor means any person (including any third party and any Processor Affiliate, but excluding an employee of Processor or any of its sub-contractors) appointed by or on behalf of Processor or any Processor Affiliate to Process Personal Data on behalf of Reseller or any Reseller Affiliate in connection with this Agreement.
The terms Controller, Data Subject, Processor, Member State, Personal Data Breach, Processing and Supervisory Authority shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
The word include shall be construed to mean include without limitation, and cognate terms shall be construed accordingly.

2.	Processing of Processor Personal Data
2.1	This Appendix applies where and only to the extent that the Processor processes Reseller Personal Data on behalf of Reseller in the course of providing Services to Reseller pursuant to this Agreement.
2.2	Processor shall, in the course of or in connection with its Processing of Reseller Personal Data or its performance of any obligations involving the Processing of Reseller Personal Data under this Agreement and this Appendix, comply with all Data Protection Laws.
2.3	Reseller warrants to Processor that it has obtained all legal rights and consents necessary (whether required by Data Protection Laws or by contract) to disclose all Personal Data that it does in fact disclose to the Processor pursuant to this Agreement and this Appendix.
2.4	Processor understands and acknowledges that, to the extent that performance of its obligations under this Agreement and this Appendix involves or necessitates the Processing of Reseller Personal Data, it shall process such Reseller Personal Data only for such purpose and only in accordance with the express written instructions of Reseller including with respect to transfers of Reseller Personal Data to a country outside the EEA.  Processor shall comply promptly with all such written instructions received from Reseller.  The parties agree that Reseller’s complete and final instructions with regard to the nature and purposes of Processing are set out in this Appendix.
2.5	Notwithstanding section 2.4 above, Reseller acknowledges and authorises Processor to process Reseller Personal Data to create anonymised data sets. Reseller further acknowledges and agrees all anonymised and derived data is the property of the Processor.
2.6	Annex 1 to this Appendix sets out certain information regarding the Processors' Processing of the Reseller Personal Data as required by Article 28(3) of the GDPR (and, possibly, equivalent requirements of other Data Protection Laws). Reseller may make reasonable amendments to Annex 1 by written notice to Processor from time to time as Reseller reasonably considers necessary to meet those requirements. Nothing in Annex 1 (including as amended pursuant to this section 2.6) confers any right or imposes any obligation on any party to this Appendix.

3.	Processor Personnel
Processor shall take reasonable steps to ensure the reliability of any officer, employee, agent who may have access to the Reseller Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Reseller Personal Data, as strictly necessary for the purposes of this Agreement, and to comply with applicable laws in the context of that individual's duties to the  Processor, ensuring that all such individuals shall process Reseller Personal Data only in accordance with the express written instruction of the Reseller and that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

4.	Deletion or return of Reseller Personal Data
4.1	Subject to section 4.2, upon termination or expiration of any services involving the Processing of Reseller Personal Data,  Processor shall delete and use all reasonable endeavours to procure the deletion by each Subprocessor  of all copies of  Reseller Personal Data . 
4.2	Processor may retain Reseller Personal Data to the extent required by applicable laws and only to the extent and for such period as required by applicable laws and always provided that Processor shall ensure the confidentiality of all such Reseller Personal Data and shall ensure that such Reseller Personal Data is only processed as necessary for the purpose(s) specified in the applicable laws requiring its storage and for no other purpose. 
5.	Security Measures
5.1	Processor will implement and maintain appropriate technical and organisational security measures to protect Reseller Personal Data from Personal Data Breaches and to preserve the security and confidentiality of such Reseller Personal Data processed by Processor on behalf of Reseller under this Agreement.
5.2	In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.
6.	Subprocessing
6.1	Reseller agrees that in order to provide the Services, Processor may engage Subprocessors’ to process Reseller Personal Data.  Annex 2 sets out information regarding Processor’s current Subprocessors.
6.2	With respect to each Subprocessor, Processor shall:
6.2.1	before the Subprocessor first Processes Reseller Personal Data, carry out reasonable due diligence to ensure that Subprocessor is capable of providing the level of protection for Reseller Personal Data required by this Agreement and this Appendix;
6.2.2	ensure that the arrangement between Processor and Subprocessor, is governed by a written contract which shall include the same data protection obligations as those set out in this Appendix and meet the requirements of Article 28(3) of the GDPR or equivalent provisions of any other Data Protection Law;
6.2.3	remain responsible for its compliance with the obligations set out in this Appendix and for any acts of the Subprocessor that cause Processor to breach any of its obligations under this Appendix.  
6.3	Processor shall give Reseller prior written notice of the appointment of any new Subprocessor, including full details of the Processing to be undertaken by such Contracted Subprocessor.  Reseller may object in writing to the proposed appointment, provided that such objection is based on reasonable grounds relating to data protection.  In such event, the parties will discuss such concerns in good faith with a view to achieving resolution.
7.	Notification to Reseller 
7.1	Processor shall promptly notify Reseller upon receiving a request from a Data Subject (Data Subject Request) or applicable Supervisory Authority under any Data Protection Law in respect of Reseller Personal Data; and Processor will ensure that it does not respond to that request except on the documented instructions of Reseller or as required by applicable laws to which Processor is subject, in which case Processor shall to the extent permitted by applicable laws inform Reseller of that legal requirement before Processor responds to the request. 
7.2	Upon Reseller’s written request, Processor shall provide reasonable cooperation to assist Reseller to respond to any such request, and in any event within 20 days of receiving such request, as detailed in Section 7.1, relating to the Processing of Reseller Personal Data under this Agreement.  Reseller shall cover all costs incurred by Processor in connection with its provision of such assistance.
7.3	Processor shall notify Reseller without undue delay upon it becoming aware of a Personal Data Breach affecting Reseller Personal Data, providing Reseller with sufficient information to allow it to meet any obligations to report or inform the Controller of such Personal Data Breach under Data Protection Laws.  
7.4	Processor shall co-operate with Reseller and take such reasonable commercial steps as are directed by Reseller to assist in the investigation, mitigation and remediation of each Personal Data Breach. 
8.	Data Protection Impact Assessment and Prior Consultation
Processor shall provide reasonable assistance to Reseller with any data protection impact assessments, and prior consultations with any Supervising Authority or other competent data privacy authorities, which Reseller reasonably considers to be required of itself by Article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Reseller Personal Data, provided that Reseller that shall cover all costs incurred by Processor in connection with its provision of such assistance.

9.	Audit rights
9.1	Subject to section 9.2, Processor shall make available to Reseller such information in Processor’s possession or control as Reseller may reasonably request with a view to demonstrating Processor’s compliance with this Appendix and with its obligations as a Data Processor under Data Protection Laws in relation to Processor’s Processing of Reseller Personal Data.
9.2	If Reseller reasonably believes that an audit is necessary to meet its obligations under Data Protection Laws, Reseller may request that a third party (at Reseller’s expense) conduct an audit and Processor will provide all assistance reasonably requested by Reseller to accommodate Reseller’s request.
9.3	Information and audit rights of the Reseller and the Reseller Affiliates only arise under this Section 9 to the extent that this Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law (including, where applicable, Article 28(3)(h) of the GDPR or equivalent provisions of any other Data Protection Law).
10.	Flow down
10.1	Where the Venue Owner is not the Reseller, Reseller acknowledges and agrees to ensure that the arrangement between Reseller and Venue Owner, is governed by a written contract which shall include the same data protection obligations as those set out in this Appendix E (Data Protection) and meet the requirements of Article 28(3) of the GDPR or equivalent provisions of any other Data Protection Law. 
Annex 1: Details of Processing of Reseller Personal Data

Subject-matter of the Processing of Reseller Personal Data

The subject matter of the Processing of Reseller Personal Data is set out in this Agreement and this Appendix and/or any relevant Order pursuant this Agreement.  

Duration of the Processing of Reseller Personal Data

The duration of the Processing under this Appendix will be the term of this Agreement and/or any relevant Order pursuant this Agreement.

Nature and purpose of the Processing of Reseller personal Data

The purpose of the data Processing under this Appendix is the provision of the Services to Reseller and the performance of Processor’s obligations under this Agreement and this Appendix and/or any relevant Order pursuant to this Agreement (or as otherwise agreed by the Parties).

Types of Reseller Personal Data to be Processed

Personal identification and contact data (name, email address, ……)

Categories of Data Subjects

Reseller’s end users (past, present, potential and future) authorised to use the Services.

The obligations and rights of Reseller and Reseller Affiliates

The obligations and rights of Reseller and Reseller Affiliates are set out in this Agreement and this Appendix and/or any relevant Order pursuant to this Agreement.



 
 
ANNEX 2 – LIST OF APPROVED SUBPROCESSORS
The following Contracted Subprocessors are hereby approved for the specified areas of work. 


Entity Name	Corporate Location	Area of work
Google Cloud Platform	London	Cloud hosting platform