1. Preamble and Definitions

1.1 The terms and conditions contained herein or any subsequent amendments or variations to them held in either hard copy form or electronically constitute a legally binding agreement (“Agreement”) between the Reseller (“You/Your”) and Syscap Limited (“Syscap/Us”).

1.2 This Agreement sets out your rights and obligations and those of Syscap in relation to the operation of the Site (known as Syscap-Online) and the introduction of Customers to us.

1.3 By registering with Syscap and accepting by electronic means or by signing a hard copy of this Agreement, you agree to be bound by the terms of this Agreement.

1.4 In this Agreement the following expressions shall, except where the context otherwise requires (or there is express provision to the contrary) have the meanings set out below:

“Authorised User”
means a person employed by a Reseller, Syscap or other third party who has been authorised as a user of the Site.

“CCA”
means Consumer Credit Act 1974, the Consumer Credit Directive Regulations 2010 and its associated regulations as may be amended from time to time.

“Customer”
means a person, firm or company introduced to Syscap by You as a customer potentially willing to enter into a Finance Agreement.

DPA”
means the Data Protection Act 1998.

“Funder”
means any person, firm or company wishing to offer a financing facility via Syscap to the Customer.

“Product”
means Hardware and Soft Costs the subject of a Reseller Transaction which are to be financed under a Finance Agreement.

“Finance Agreement”
means an Agreement entered into between the Funder and Customer.

“Hardware”
means any items of Product that do not constitute Soft Costs.

“Reseller”
means the person, firm or company entering into this Agreement who is authorised to sell Product to Syscap and or its Funders to enable Syscap or the Funder/s to finance the Product to a Customer under a Finance Agreement.

“Reseller Transaction”
means a proposal from a Reseller to Syscap conducted via the Site involving the introduction of a Customer to Syscap, the sale of Product by a Reseller to Syscap or a Funder/s, the delivery of the Product to the Customer by the Reseller and the acceptance of the Finance Agreement by Syscap or the Funder/s.

“Soft Costs”
means software (other than operating software), installation and delivery, consultancy, professional services, cabling, maintenance and warranty, and any amounts in settlement of the finance on any other agreement.

“Syscap”
means Syscap Limited, (company registration number 2471568) and any of its successors and assigns in law.

“You” or “Your”
means a Reseller that enters into this Agreement with Syscap.

2. Licence

2.1 Subject to agreeing the Terms and Conditions contained herein Syscap grants You a non – exclusive, non transferable, limited right to access, use and display the Site for Your own use.

2.2 You agree that you will not:

(a) interrupt or attempt to interrupt the operation of the Site in any way or for any reason;

(b) distribute, demonstrate or display the Site to any party not connected with you;

(c) copy, modify, convert, enhance, reverse compile, reverse engineer or analyse, the software that operates the Site;

(d) delete, amend or otherwise alter any copyright or other ownership notices or legends displayed, contained in or attached to the Site;

(e) sell, trade, market, or offer any form of access to the Site to any party that is not employed by you or, if employed by you, is not an Authorised User.

2.3 You agree that all intellectual property rights, copyright and trademarks relating to the Site are owned by Syscap.

3. Variation of the Agreement

3.1 Syscap reserves the right to amend this Agreement from time to time by posting the amended terms on the Site. You will be notified of any such amendments on the Site and if you do not accept them your permission to use the Site will be withdrawn and you must cease to access it.

3.2 It is your responsibility to ensure that you are aware of, have read and understood any amendment to the Agreement.

3.3 Any amendment to the Agreement will be effective from the date of the posting of such an amendment on the Site.

4. Proposing of Opportunities

4.1 The Reseller currently sells supplies and supports Products to its own customers. In entering into this Agreement the Reseller may actively promote the provision of finance and Syscap will seek to arrange finance for such Customers of the Reseller.

4.2 You acknowledges and agrees that Syscap’s ability to obtain offers of finance for Your customers is dependent upon a variety of factors (including but without limitation the credit status of the relevant proposed Customer and the nature and value of the proposed Finance Agreement) and that Syscap nor any Funder are not obliged to obtain nor make any offers of finance to any party.

4.3 When submitting a proposal You agree that you will:

(a) correctly identify and accurately complete the details relating to the proposed Customer (including where you are dealing with a partnership correctly identifying the number of partners that own the partnership);

(b) accurately describe the split between Hardware and Soft Costs on the proposal and comply with Syscap’s instructions in relation to the agreed split between Hardware and Soft Costs;

(c) not amend, remove or add to any of the terms and conditions of any documentation that you are authorised to provide to Customers.

(d) where you Include an amount in settlement of another finance facility, disclose the amount and the details of the lender separately to Syscap for approval.

5. Reseller Warranties

5.1 Where you are a Reseller, in accepting the Terms and Conditions outlined herein you warrant to us the following:

(a) You are and will remain duly licensed and authorised by the Relevant Regulator, as a credit broker to carry on an ancillary credit business in relation to the Finance Agreements for Customers who are regulated under the CCA (“CCA”).

(b) in introducing the Customer to Syscap and in particular in presenting Syscap with a Proposal, You have fully complied with the relevant provisions of the CCA.

(c) You have obtained the required consent of any individual in relation to which Syscap and/or the Funder requires to carry out a search at a licensed credit reference agency insofar as the Data Protection Act 1998 requires it.

(d) You have read and understood Syscap’s statement of Anti-Bribery (located on Syscap’s website) and agree to conduct Your dealings with Syscap in accordance with this statement.

(e) You will not do anything, including making oral representations to the Customer, that might lead the Customer to believe that the terms of the Finance Agreement, and the Customer’s obligations under the Finance Agreement, are different in any way to the written terms set out in the Finance Agreement.

(f) any invoice you present to us for payment is accurate and complete, and separately specifies any services that You are to provide to the Customer and that the Customer is seeking to finance.

(h) save where and to the extent that the Products comprise software, You are the legal and beneficial owner of the Products, which are free from all encumbrances, and, where the Finance Agreement requires the relevant Funder to purchase the Products, You will be able to and will pass good legal title to the Products to the Funder to whom Your invoice for such Products is addressed.

(i) where and to the extent that the Products comprise software and/or software licenses, You are either (i) the owner of such software or (ii) authorised by the owner of the software and relevant intellectual property rights in that software to license the software to third parties. In either case, You are able to and will, upon payment of the relevant price therefore, grant to the Customer and, where applicable the Funder, a licence to use the software, and that the licenses You grant to the Customer and/or the Funder are valid and unencumbered.

(j) the Products are of good and satisfactory quality and condition, are suitable and fit for the purpose for which they are being supplied to the Customer and accord with any description attributed to the Products by You and/or manufacturer.

(k) the purchase price of the Products does not exceed the fair market price for such products and that the useful working life of the relevant Products being supplied is, subject to proper use by the Customer, no less than the minimum period of the Finance Agreement.

(l) that to the fullest extent You can reasonably confirm the Products comply in all respects with the requirements of relevant laws, statutes and statutory regulations and with all the terms of the Customer Agreement.

(n) Where You are a Reseller of software other than its own then the Reseller is in full compliance with any and all Partner Agreements (including holding the relevant accreditations) relevant to the Products and have not received any form of notice advising of failure to perform or breach under any Partner Agreement.

5.2 The warranties and undertakings outlined in 5.1 are deemed to be repeated upon presentation of each invoice for the Products to Syscap and/or the Funder/s.

5.3 Each of the warranties and obligations above shall be construed as a separate and independent representation, warranty and undertaking.

6. Data Protection

6.1 If you are introducing a Customer that is either a sole proprietor or partnership you agree that you will:

(a) advise the sole proprietor or the partners that Syscap or Funders may wish to retrieve and hold information relating to their business or them from a credit reference agency;

(b) obtain the consent in writing of the sole proprietor or partners to allow Syscap or Funders to retrieve and hold such information;

(c) provide written record of the consent from the sole proprietor or partners to Syscap upon request.

7. Duration of Agreement

7.1 Syscap may immediately terminate this Agreement and Your right to use the Site if:

(a) You are in breach of any term or condition of this Agreement (it being a condition of this Agreement that you do not so breach any such term or condition);

(b) You have a petition presented against you for bankruptcy or an administration order or you propose any scheme of arrangement or composition with your creditors or you, being a company, have a receiver appointed or a petition presented (or resolution passed) for the appointment of an administrator or administrative receiver or for your winding up;

(c) You use or attempt to use the Site for any illegal purpose;

(d) in the reasonable opinion of Syscap, You use the Site with the intention of adversely affecting its performance or functionality;

(e) You disseminate or attempt to disseminate a virus or similar destructive software file or programme via the Site.

8. Liability

8.1 You agree that Syscap will not be liable to you or any third party for any indirect or consequential loss, loss of business and/or loss of profit which you may suffer as a result of your use of the Site.

8.2 Without affecting any other rights or remedies that Syscap may have, it is acknowledged and agreed by you that damages would not be an adequate remedy for any breach of this Agreement by you and Syscap shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Agreement by You.

9. Confidentiality

9.1 You agree to keep all documents, records and other information relating to Syscap and the Site in your possession confidential both during and after the termination of this Agreement.

9.2 You agree that the passwords or PIN numbers that are given to you to access or use the Site will not be disclosed by you, or Authorised Users employed by you to any other party, including other Authorised Users employed by you.

9.3 You must inform us immediately if an Authorised User leaves your employment.

9.4 If this Agreement is terminated you must immediately return all records relating to Syscap and the Site to Syscap.

10. Force Majeure

10.1 Syscap shall not be liable to perform any of its obligations under this Agreement caused by matters beyond its reasonable control.

11. General

11.1 This Agreement is personal to You and may not be assigned to a third party without our express written consent.

11.2 Nothing in this Agreement shall be taken to constitute a partnership between You and Syscap nor shall this Agreement be taken as the appointment of either party as the other party’s agent.

11.3 A person that is not a party to this Agreement shall have no right to enforce any term of this Agreement under the Contracts (Rights of Third Parties) Act 1999.

11.4 This Agreement shall be construed in accordance with English law and the parties agree to submit themselves to the jurisdiction of the English courts.