HDANYWHERE prides itself on the quality of its products and the standards of service we deliver to our shared End Users and as such we only appoint the very best Installers as our HDA PRO’s. We are pleased that in this agreement we are able to appoint you as a HDA PRO.
This agreement between us is designed to protect and secure your business interests and prevent us from coming to any undue harm. HDANYWHERE always strives for the highest of standards and so we have created this contract to ensure that we both gain the most from our relationship and are properly protected.
This agreement is designed to protect your best interests and ours. This sets out our promises to you for the quality of our products, our support to you and how we can help you if things go wrong. In return it asks you the HDA PRO to provide the best standards of care you can for our shared End Users and promote the HDANYWHERE brand and products.
Under the terms of this agreement we will grant you the right as a HDA PRO to promote and sell our products to your End Users and install them at their premises. You will also be given the right to provide pre and post installation support services to the End Users.
This agreement sets out how you can best sell our products to your End Users and provide the highest standard of support. These Standards are set out in Schedule 1 of this agreement and in our Brand and Maintenance Manuals and will help you in your support of the end user.
HD CONNECTIVITY LTD trading as HDANYWHERE incorporated and registered in England and Wales with company number 06046737 whose registered office is at The Haysfield, Malvern, Worcestershire, WR14 1GF (HDANYWHERE)
[INSTALLER], incorporated and registered in [COUNTRY] with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (Installer or HDA PRO)
HDANYWHERE wishes to appoint you as an Installer for the promotion, sale and Installation of the HDA Products to the End Users within the Territory and to provide them with Support Services in respect to those HDA Products in accordance with the terms of this agreement.
Each Party represents, warrants and undertakes that:
(a) it has full capacity and authority and all necessary consents to enter into and to perform this agreement and to grant the rights and licences referred to in this agreement and that this agreement is executed by its duly authorised representative and represents a binding commitment on it; and
(b) it shall comply with all applicable Legislation in the performance of its obligations under this agreement.
The Parties agree that the defined terms of this agreement are:
|"HDA Distributor”||means the authorized distributor of HDA Products whom you the HDA PRO purchase the HDA Products from.|
|"Brand Manual"||HDANYWHERE's guidelines prescribing the permitted form and manner in which the Trade Marks may be used, a copy of which is attached to this agreement and initialed by the parties for the purposes of identification, including any amendments or additions notified in writing by HDANYWHERE to the HDA PRO from time to time|
|"Business Day"||any day which is not a Saturday, Sunday or public holiday in the UK.|
|"Commencement Date"||means the date on which this Agreement becomes effective, as specified in Clause 18.|
|"Confidential Information"||means information of commercial value, in whatever form or medium, disclosed by the disclosing Party to the receiving Party, including commercial or technical know-how, technology, information pertaining to business operations and strategies, and information pertaining to End Users, pricing and marketing and, for clarity, including (in the case of HDANYWHERE’s information) information relating to the HDA Hardware, the HDA Software or any of its constituent parts, the Source Code relating to the HDA Software or any such parts.|
|"Control"||Shall be defined in sections 450 and 451 or section 1124 of the Corporation Tax Act 2010, so that there is a change of control whenever there is a change of control as defined in either sections 450 and 451 or section 1124 of that Act.|
|"End Users"||Individuals to whom you, the HDA PRO sell the HDA Products to under the End User Contract.|
|"End Users Contract"||the agreement between the HDA PRO and the End User for the Installation of the HDA Products and the Support Services.|
|"End User's Premises"||the location(s) where the HDA Products are to be Installed by the HDA PRO.|
|"End User's Hardware"||the End User’s hardware and any other third party hardware located at the End User’s Premises.|
|"Documentation"||means the Brand Manual, Installation Manual, Maintenance Manual and any other user instruction manuals, technical literature and all other related materials in human-readable and/or machine-readable forms supplied by HDANYWHERE to the HDA PRO as specified in Schedule 4.|
|"EULA"||the end user license agreement in the form set out in Schedule 3.|
|"Force Majeure Event"||has the meaning given in clause 24.|
|"HDA Hardware"||Any HDA Hardware installed by you, the HDA PRO at the End Users Premises.|
|"HDA Products"||means the HDA Hardware and HD Software and Support Services as listed in Schedule 2.|
|"HDA Software"||Any HDA Software installed by you the HDA PRO at the End Users Premises.|
|"Good Industry Practise"||the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a leading company within the relevant industry or business sector.;|
|"Intellectual Property Rights"||means patents, utility models, rights to inventions, copyright and neighbouring and related rights, all other rights in the nature of copyright, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.|
|"Installation"||Installation of the HDA Hardware and HDA Software at the End User’s Premises.|
|"Installation Date"||means the estimated date by which the HDA PRO will complete installation of the HDA Hardware and HDA Software at the End User Premises.|
|"Installation Manual"||means the manual setting out the operations and procedures for Installation of the HDA Hardware and HDA Software at the End Users Premises, as updated from time to time by the HDANYWHERE.|
|"Installation Tests"||Any installation tests undertaken by the HDA PRO at the End User’s premises to check that Installation has been successful.|
|"Maintenance Manual"||means the manual setting out the operations and procedures for providing the Support Services.|
|"Normal Business Hours"||means the period from 9.00 am to 5.00 pm Greenwich Mean Time (GMT) on any Business Day.|
|"Ready for Service"||means installed, tested and having passed or deemed to have passed any Installation Tests.|
|"Standard of Quality"||means the specification, choice of materials, workmanship and manner of marketing as set out in writing by HDANYWHERE from time to time.|
|"Step In Notice"||has the meaning as set out in clause 20.|
|"Step in Rights"||has the meaning as set out in clause 20.|
|"Support Services"||means the support services to be provided by the HDA PRO under this agreement as set out in clauses 10.|
|"Support Staff"||means those officers, employees, agents or subcontractors of the HDA PRO connected with this agreement, including those individuals who perform the HDA PRO’s obligations under this agreement.|
|"Term"||Means the term of this agreement as set out in clause 20.|
|"Territory"||the countries specified in Schedule 5.|
|"Third Party Warranties"||the warranties given by any third-party manufacturer in relation to any item of the HDA Hardware.|
|"Third Party Software"||means the software programs proprietary to third parties, listed, which are to be provided to HDANYWHERE without modification.|
|"Trade Marks"||means the trade marks as specified in Schedule 6.;|
|"Year"||means the period of 12 months from the Commencement Date and each consecutive period of 12 months thereafter during the Term.|