Important: These terms apply where the recipient of this quotation (the Reseller) does not have a current signed SecurEnvoy Partner/Reseller Agreement in place. By issuing a purchase order which references this quotation, placing an order by email referencing this quotation, or making any payment against this quotation (each an “Order Action”), the Reseller agrees that the supply of SecurEnvoy Products and Services is governed by these terms to the exclusion of any terms on the Reseller’s purchase order or other document. If the parties later sign a separate written Partner/Reseller Agreement, that agreement will apply prospectively to new orders only; this quotation and these Quotation Terms govern this transaction.
1 Definitions
In these terms:
Customer / End Customer means the business end‑user organisation licensed to use the Products for its own internal business purposes only. For clarity, Customer excludes any distributor, reseller, MSP or CSP.
EULA means SecurEnvoy’s then‑current end user licence agreement available at: https://securenvoy.com/software-eula/ (as updated from time to time).
Products / Services means the SecurEnvoy software, licences, hosted services (including SaaS) and related support services described in the quotation.Capitalised terms not defined here have the meanings given in SecurEnvoy’s standard Partner Agreement and Terms of Sale, to the extent relevant and not inconsistent with these terms.
2. Status of Reseller; No Partner Appointment
2.1 The Reseller is purchasing Products and Services on a business‑to‑business basis for onward supply to business Customers only. The Reseller is not appointed as an accredited partner, reseller or distributor of SecurEnvoy under any partner programme by virtue of this quotation or any resulting order, and acquires no accreditation status, programme benefits, discounts or entitlements beyond those expressly set out in the quotation.
2.2 Nothing in these terms prevents SecurEnvoy from supplying any Products or Services directly or via other partners to any person, including within the same territory.
2.3 The Reseller shall not hold itself out as SecurEnvoy’s agent, partner or representative and has no authority to bind SecurEnvoy or to make any commitment on SecurEnvoy’s behalf.
2.4 All supply under this quotation is non-exclusive. All rights not expressly granted are reserved.
3. Orders and Contract Formation
3.1 Each quotation is an invitation to treat only. The Reseller will place an order by (a) issuing a purchase order referencing the quotation number and setting out the type and quantity of Products and/or Services required; or (b) placing an order by email referencing the quotation.
3.2 Each purchase order or email order constitutes an offer by the Reseller to purchase Products and/or Services on these terms. SecurEnvoy may accept or reject any order at its discretion. A binding contract arises only when SecurEnvoy confirms acceptance in writing or makes the relevant Licence Keys or access credentials available (whichever is earlier).
3.3 Any terms or conditions on the Reseller’s purchase order or other document are expressly rejected and shall be of no effect. These terms and the quotation (together with the applicable EULA for each Customer) form the entire agreement between SecurEnvoy and the Reseller in respect of the relevant order.
4. Scope of Supply; Use of Products
4.1 Subject to full and timely payment of all Fees, SecurEnvoy grants the Reseller a non‑exclusive, non‑transferable right to resell the specified number and type of licences and/or subscriptions to Customers for their internal business use only and strictly in accordance with the applicable EULA.
4.2 The Reseller must not:
- resell Products to any entity that will itself resell or redistribute them (unless SecurEnvoy has expressly agreed in writing);
- supply Products as consumer‑facing services; or
- modify, reverse engineer, decompile or create derivative works from the Products, except to the limited extent permitted by mandatory law.
4.3 SecurEnvoy may update, substitute or modify Products and Services from time to time provided such changes do not materially diminish the core functionality during the then‑current subscription term.
4.4 For the purposes of these terms, “Delivery” occurs when SecurEnvoy makes the relevant Licence Keys or service access available to the Reseller or directly to the Customer (as applicable). The Reseller shall ensure that no activation or use of the Products or Services by or for a Customer occurs until that Customer has accepted the then‑current EULA.
5. Fees and Payment
5.1 Fees are as set out in the quotation and corresponding SecurEnvoy invoice. Unless expressly stated otherwise in the quotation, all Fees are payable in advance for the full licence/subscription term.
5.2 SecurEnvoy will invoice the Reseller in accordance with the quotation. The Reseller shall pay all undisputed invoices within 30 days of the invoice date, in cleared funds, without set‑off, deduction or counterclaim.
5.3 If any amount is not paid by its due date, SecurEnvoy may (without prejudice to its other rights):
- charge interest on the overdue amount at four (4) percentage points above the Bank of England base rate (or the maximum rate permitted by law, if higher), accruing daily until payment; and/or
- suspend delivery of Licence Keys, access to Services and/or support on not less than three (3) Business Days’ written notice.
5.4 All Fees are exclusive of VAT sales, use and similar taxes, duties and charges, which shall be payable by the Reseller in addition. Where the reverse charge mechanism applies, the Reseller shall account for VAT and provide a valid VAT registration number.
5.5 Amounts payable to SecurEnvoy shall be free and clear of any withholding or deduction. If any withholding or deduction is required by law, the Reseller shall increase the amount it pays so that SecurEnvoy receives the full amount invoiced.
6. Customer EULA and Flow‑Down Obligations
6.1 The Reseller shall not supply or make available any Products or Services to any Customer unless and until:
- the Customer has accepted the then‑current EULA which is legally binding under the applicable laws of England and Wales (and, where relevant, Scotland and Northern Ireland);
- the Customer has given express consent for the transfer of its data to SecurEnvoy for the purposes of licence management, support and service provision; and
- the Products and Services are supplied strictly in accordance with the EULA.
6.2 The Reseller shall not amend or vary the EULA without SecurEnvoy’s prior written consent and shall not make any representations, warranties or commitments regarding the Products or Services that are inconsistent with or additional to those in the EULA or SecurEnvoy’s official Documentation, and shall not hold itself out as developer or author of the software.
6.3 The Reseller will ensure that Customers comply with their respective EULAs and shall be liable to SecurEnvoy for any act or omission of a Customer in breach of its EULA as if it were the Reseller’s own act or omission.
6.4 Support is provided in line with SecurEnvoy’s Support Services schedule or policy referenced in the quotation. No service credits apply unless expressly stated in that quotation or policy.
6.5 Any sub‑licence, access or use of the Products granted otherwise than in accordance with the applicable EULA and these terms shall be void.
7. Compliance, Export Control and Anti‑Bribery
7.1 The Reseller shall comply with all applicable laws and regulations in connection with the resale and use of the Products and Services, including all relevant data protection, export control, sanctions, competition and anti‑bribery laws.
7.2 The Reseller shall not sell, resell, export, re‑export or otherwise make available the Products to any sanctioned person, destination or end‑use in breach of applicable EU, UK or US export control and sanctions laws.
7.3 The Reseller shall maintain and enforce adequate anti‑bribery policies and procedures and shall not engage in any conduct that would constitute an offence under the Bribery Act 2010.
8. Intellectual Property
8.1 All intellectual property rights in the Products, Licence Keys, Services, Documentation and related materials are and shall remain the exclusive property of SecurEnvoy and its licensors. No ownership rights are transferred to the Reseller or any Customer.
8.2 Subject to these terms, SecurEnvoy grants the Reseller a limited, non‑exclusive, non‑transferable licence during the relevant licence term to use SecurEnvoy branding and marks solely as reasonably necessary to identify the Products to Customers, in accordance with any guidelines notified by SecurEnvoy. SecurEnvoy may revoke this licence at any time on written notice.
8.3 The Reseller shall promptly notify SecurEnvoy of any suspected or actual infringement or unauthorised use of SecurEnvoy’s intellectual property of which it becomes aware and shall reasonably co‑operate (at its own cost in respect of its internal time and overhead) with SecurEnvoy in any enforcement action.
9. Confidentiality and Data Protection
9.1 The Reseller shall keep confidential all non‑public information relating to SecurEnvoy, the Products, pricing, Documentation and Customers disclosed under or in connection with these terms, (“SecurEnvoy Confidential Information) for a period of five (5) years from disclosure (save to the extent disclosure is required by law) and shall use such information only for the purposes of fulfilling orders and supporting Customers.
9.2 Each party shall comply with applicable data protection legislation and implement appropriate technical and organisational measures to protect personal data it processes in connection with these terms.
9.3 Where SecurEnvoy provides SaaS services directly to Customers, the Customer is the controller and SecurEnvoy acts as processor. The Reseller shall not act as SecurEnvoy’s processor in respect of such SaaS services unless the parties have entered into a separate written data processing agreement.
9.4 The Reseller shall not transfer personal data outside the United Kingdom and/or the European Economic Area (or permit remote access to such data from outside those territories) unless appropriate safeguards for international transfers are in place under applicable data protection legislation (for example, EU Standard Contractual Clauses and/or the Information Commissioner’s Office International Data Transfer Agreement or Addendum, supported by a documented transfer risk assessment and any supplementary measures required).
10. Warranties
10.1 During the applicable licence or subscription term, if a Product is shown, to SecurEnvoy’s reasonable satisfaction, to contain a verified error (as described in SecurEnvoy’s support terms), SecurEnvoy will use commercially reasonable efforts to diagnose and correct that error or provide a commercially reasonable workaround in accordance with its Support Services terms.
10.2 All other warranties, conditions and terms (whether express or implied, including as to satisfactory quality, fitness for a particular purpose and non‑infringement) are excluded to the maximum extent permitted by applicable law.
Liability
11.1 Nothing in these terms limits or excludes either party’s liability for:
- death or personal injury caused by its negligence;
- fraud or fraudulent misrepresentation; or
- any other liability that cannot lawfully be limited or excluded.
11.2 Subject to clause 10.1, SecurEnvoy shall not be liable (whether in contract, tort (including negligence), misrepresentation or otherwise) for:
- loss of profits;
- loss of business, revenue, opportunity or goodwill;
- loss of contracts;
- loss or corruption of data or information; or
- any indirect, special, consequential or pure economic loss,
in each case whether direct or indirect and whether or not foreseeable.
11.3 Subject to clauses 10.1 and 10.2, SecurEnvoy’s total aggregate liability arising out of or in connection with any order (or series of related events) shall be limited to the greater of:
- £50,000; or
- the total Fees actually paid by the Reseller to SecurEnvoy under that order (and any directly related orders) in the twelve (12) months immediately preceding the date of the first event giving rise to the claim.
12. Reseller Indemnity
12.1 The Reseller shall indemnify and keep indemnified SecurEnvoy on demand against all losses, costs, damages, expenses and liabilities (including reasonable legal fees) arising out of or in connection with any claim by a Customer or other third party to the extent caused by:
- the Reseller’s breach of these terms or the EULA;
- any representations, warranties or commitments given by the Reseller which exceed or are inconsistent with those expressly authorised by SecurEnvoy;
- the Reseller’s failure to ensure that Customers are properly bound by and comply with the EULA; or
- the Reseller’s breach of applicable export control, sanctions, anti‑bribery or data protection laws.
13. Suspension and Termination
13.1 SecurEnvoy may suspend the provision of Products and Services (in whole or in part) or terminate any order with immediate effect by written notice if:
- the Reseller fails to pay any amount due within the time required and does not remedy such failure within five (5) Business Days of written notice;
- the Reseller commits a material breach of these terms which is incapable of remedy, or (if remediable) fails to remedy such breach within thirty (30) days of written notice; or
- the Reseller becomes insolvent or subject to any insolvency‑related procedure or analogous event.
13.2 On termination of an order for any reason:
- the Reseller shall immediately cease to market or promote itself as associated with SecurEnvoy;
- the Reseller shall pay all outstanding Fees; and
- EULAs already granted to Customers shall continue for their respective licence terms (unless terminated earlier in accordance with the EULA), but SecurEnvoy may, at its option, take over Customer accounts and bill Customers directly for any future periods, without releasing the Reseller from any pre‑termination liabilities.
13.3 On suspension or termination of an order for the Reseller’s breach, SecurEnvoy may contact affected Customers directly, re‑register them on SecurEnvoy’s systems and collect licence fees directly to maintain continuity of service; the Reseller remains liable for all sums due to SecurEnvoy up to the effective date of termination.
14. Governing Law and Jurisdiction
14.1 These terms, and any dispute or claim arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and Wales.[1]
14.2 The courts of England and Wales shall have non‑exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms, without prejudice to SecurEnvoy’s right to take enforcement or recovery action in any jurisdiction where the Reseller operates or holds assets.[1]
