​Becoming a Reseller of SimpleHelp allows the Reseller to sell SimpleHelp licenses to end users.  This agreement does not and is not intended to create the relationship of a partnership, joint venture or agency.

By becoming a Reseller for SimpleHelp you agree to all of the terms of this agreement.  Please read the terms below. If you do not agree to all of the terms, then do not apply for or accept Reseller status from SimpleHelp and do not use the Reseller web portal.

​Under this agreement SimpleHelp Ltd will provide a login and password for a web portal to the Reseller which can be used to generate SimpleHelp licenses.  Resellers enter the details of an end customer for which SimpleHelp will generate a license.  In doing so the Reseller is purchasing the license from SimpleHelp Ltd and agreeing to pass it on to one and only one end customer with the specified details.

Resellers will be provided with a login for a website owned and managed by SimpleHelp which allows them to generate full licenses to pass on to their buyers.  This website should be used only if the Reseller made a sale to a customer. It should not be used for the purposes of providing trials to customers. Any license generated via the website will be considered a sale by that Reseller of the generated license and SimpleHelp Ltd must be paid for in full for that license.  SimpleHelp may limit the size of licenses that a Reseller may generate via this website. If a Reseller wishes to make a sale larger than the website limit they must contact SimpleHelp directly to clarify pricing (if a price is not listed on the SimpleHelp website) and obtain a license.

Resellers are grouped using a tiered system, a resellers tier is exclusively determined by SimpleHelp Ltd and can be changed at any time but in general the following requirements apply:

- Tier 0 resellers receive no discount on licenses they create and sell.
- Tier 1 resellers will receive a 15% discount on the list price of any non-renewal license they create and sell.
- Tier 2 resellers will receive a 20% discount on the list price of any non-renewal license they create and sell and a 15% discount on any renewal license they create and sell.

- Anyone may apply to SimpleHelp to become a Tier 0 reseller.
- In order to become a Tier 1 reseller a Tier 0 reseller must sell at least one full license within the past 12 months.
- In order to become a Tier 2 reseller a Tier 1 reseller must sell at least 3 licenses totalling $3500 USD or more within the past 12 months.
- Any license sold at a given tier will be treated as that same tier for future upgrades

Resellers may not use the reseller web portal to create discounted licenses for their own use.

​All taxes, charges and levies are to be handled by the Reseller during the sale and may not be deducted from the license cost to be remitted to SimpleHelp Ltd.

Should a customer and/or potential customer of a Reseller make any purchase from SimpleHelp directly via our website or via any other means SimpleHelp is not responsible for refunding the Reseller any part of the license cost, nor is SimpleHelp responsible for determining if the customer has had any contact with or purchased from a Reseller previously.

Resellers may not transfer their role in this agreement to any other organisation. Resellers must not divulge the address or login credentials of the Resellers Website Portal. Resellers must ensure that any employee with access to the Resellers Website Portal must agree to the terms of this agreement.

SimpleHelp Reseller relationships are not exclusive therefore SimpleHelp Ltd may also sell licenses in the geographical or online territory that the Reseller sells in.

Resellers must charge third party customers no more than 10% over the license price as listed on the SimpleHelp Ltd website.  Resellers may not charge less than the license list price on the SimpleHelp Ltd website.

Organisations which are dedicated to software resale or which have this as their primary business my not advance beyond Tier 0.

In some cases, at our discretion but more typically on an initial purchase from a new reseller, we may require that the purchase of a license be made in advance rather than through a purchase order with NET30 or other delayed payment terms.

​SimpleHelp Ltd is not responsible for any of the costs of the Reseller including marketing etc.

​Each new buyer must be provided with a unique license which contains the buyer’s details, as inputted into the SimpleHelp license generation website.  Any licenses a Reseller generates must be sent out to one and only one buyer.

Resellers must ensure that all buyers purchasing a SimpleHelp license must agree to the license terms and conditions available on the SimpleHelp website, currently located at:

https://www.simple-help.com/license-terms-and-conditions

Resellers may reproduce or link to these terms on their own website for their customers.  If a reseller is reproducing these terms they must update them at least every month to ensure they are kept up to date.  Resellers terms and conditions for SimpleHelp licenses must be the same as SimpleHelp Ltd’s license terms and conditions with the addition of the following two terms:

SimpleHelp Ltd may terminate any license with a customer should the fee not be paid by the customer or, in the case of customers who acquired the license from a Reseller, the Reseller has not paid the fee.

SimpleHelp Ltd is not liable for any actions or omissions of any Reseller who sells a license to a third party.

​SimpleHelp Ltd may refuse to provide a license to any third party customer or may terminate the license of any customer on giving 30 days notice and without giving any reason.

In such a case SimpleHelp Ltd will refund the full amount for the license purchase to the Reseller who must then refund the full amount of the purchase price to the third party customer.

SimpleHelp Ltd will make payment of the refund, at its sole discretion, either to the (i) Reseller on the condition that the Reseller must make the appropriate refund to the customer of the sum paid by the customer to the Reseller; or (ii) customer and the Reseller must refund to the customer the proportionate balance based on the amount charged by the Reseller for the license

Funds due to SimpleHelp to cover licenses sold must be remitted to SimpleHelp by bank transfer no later than 30 days from the license sale date.  Resellers must pay all fees involved with the transfer of the remittance, including but not limited to exchange fees and international bank transfer fees.
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SimpleHelp will invoice for licenses sold in a calendar month at the beginning of the following month.  Payment for the invoice must be made within 30 days.

If payment for a license is not received within the specified time window SimpleHelp may cancel or revoke the issued licenses.

​Resellers agree that all intellectual property rights to SimpleHelp Ltd products are solely vested in SimpleHelp Ltd.  Resellers will make no claims to SimpleHelp Ltd products.  Resellers may not use SimpleHelp Ltd intellectual property without prior written consent.

​SimpleHelp will offer support to end-user buyers of SimpleHelp licenses if requested and if the end user holds a license which is in a support period.

​Under no circumstance, regardless of the basis of the claim, shall the total liability of SimpleHelp Ltd to the Reseller exceed the total amount of discounts the Reseller received on sales from the Reseller within the last three calendar months.  In no event shall either party be liable to the Reseller for consequential, special, incidental, or punitive damages (including, but not limited to, legal costs and fees) from any claim asserted against SimpleHelp Ltd or by any third party through any party to this agreement.  The terms and provisions of this section shall survive the termination and/or expiration of this agreement.

​The Reseller agrees to indemnify SimpleHelp Ltd from any loss, cost or damage caused by their breach of the agreement, including failure to make refunds to third parties, statements / representations to customers etc.

​The Reseller must comply with all relevant data protection legislation.

The reseller must not misuse SimpleHelp Ltd’s information or make damaging and derogatory statements about SimpleHelp Ltd.

No announcement, disclosure, statement and/or other publicity in connection with the subject matter of this Agreement shall be made by either party except any announcement, disclosure, statement and/or other publicity required to be made or issued by a party pursuant to any legal and/or regulatory authority.

​This Agreement shall be governed by and construed in accordance with the laws of Scotland and the parties hereto irrevocably submit to the non-exclusive jurisdiction of the Scottish courts for the settlement of any disputes arising out of or in connection with this Agreement.

​Either party (SimpleHelp Ltd or the Reseller) may terminate the agreement by writing or email with one months notice.  Upon termination any funds due to SimpleHelp for licenses sold must be paid in full within 30 days.

SimpleHelp Ltd may terminate the agreement immediately should the Reseller fail to make payment, become insolvent or if there is a material breach which is not remedied within 30 days of SimpleHelp Ltd giving notice to the Reseller to do so.

Upon termination of the Reseller relationship the Reseller must not sell any further licenses, updates or upgrades and must not send any SimpleHelp license out to any end user.  Upon termination the Reseller will not hold itself out as acting for SimpleHelp Ltd.