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Reseller’s Agreement

Reseller’s Agreement

This Reseller’s Agreement (this “Agreement”)  is made, entered into and executed between BALASAI NET PVT. LTD. ,hereinafter referred to as “BNPL”  and you, hereinafter referred to as  “Reseller”, If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the term “Reseller” shall refer to such entity.

WHEREAS BNPL provides various Hosting and related Products and Services;

AND WHEREAS the Reseller wishes to purchase BNPL’s Products and Services;

NOW, THEREFORE, for and in consideration of the mutual promises, benefits and covenants contained herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, BNPL and the Reseller, intending to be legally bound, hereby agree as follows:

1. OVERVIEW
This Agreement is made effective as of the date of electronic acceptance. Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with our Terms of Service Agreement, which is incorporated herein by this reference, and any other agreements or policies that are expressly incorporated herein.

BNPL  may, in our sole and absolute discretion, change or modify this Agreement, any policies or agreements which are incorporated herein, and any limits or restrictions on the Services, at any time, and such changes or modifications shall be effective immediately upon posting to this Site. Your use of the Services after such changes or modifications shall constitute your acceptance of this Agreement and any limitations to the Services as last revised. If you do not agree to be bound by this Agreement and any Service limitations as last revised, do not continue to use the Services. We may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your Reseller  account information current. We assume no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address.

2. DEFINITIONS

(1) “Agreement” refers to this  Agreement alongwith all its appendices, extensions and amendments at any given point in time.

(2) “Business Day” refers to a working day between Mondays to Friday excluding all Public Holidays.

(3) “Confidential Information”, as used in this Agreement shall mean all data, information and materials including, without limitation, computer software, data, information, databases, protocols, reference implementation, documentation, functional and interface specifications, provided by BNPL to the Reseller under this Agreement, whether written, transmitted, oral, through the BNPL Website or otherwise, that is marked as Confidential.

(4) “Reseller Contact Details” refers to the Contact Details of the Reseller as listed in BNPL’s Client Relationship Management (hereinafter referred to as “CRM” )  software at balasai.com/crm.

(5) “Customer Control Panel” refers to the set of Web-based interfaces provided by BNPL and its Service Providers to the Reseller which allows him to Manage the products and services.

(6) “Product Agreements ” refers to the latest version of a specific Product Agreement of respective service providers, as posted on the BNPL Website www.balasai.com.

(7) “Service Providers” refers individually and collectively to any Artificial Juridical Persons, Company, Concern, Corporation, Enterprise, Firm, Individual, Institute, Institution, Organization, Person, Society, Trust or any other Legal Entity that BNPL or its Service Providers (recursively) may, directly or indirectly, Engage / Employ / Outsource / Contract for the fulfillment / provision / purchase of BNPL Products and any other services and operations of BNPL.

(8) “Clients” refers individually and collectively to the Reseller’s customers using BNPL’s services.

3. DESCRIPTION OF SERVICES

We offer various plans of Hosting Services:

Dedicated Server.  A server as per your hardware, software specifications at the data centre of your choice exclusively for your account and usage. You will have exclusive rights to your server’s bandwidth, memory, and storage space.

Cloud Server.  A virtual server as per your requirement of CPU, RAM , Disk space running on a virtualization platform of a service provider . You will share a server cluster with other customers, but you will have full control over your server space and the complete configuration of your virtual instance on the server. You will have administrator (root) access and a dedicated IP address.

Web Hosting.  A control panel based server offering various hosting plans to serve your website and mails. The server is shared by many customers. The server is pre-installed and configured with a control panel and other add-on  software to ease your hosting needs.

Virtual Private Server (“VPS”).  A cpanel or Plesk panel based virtual private server as per the offered plans. You will share a server with other customers, but you will have full control over your server space and the complete configuration of the hosting packages under your VPS  on the server.

Colocation of servers : A server owned by you is offered to be hosted at our racks in the data centre.

Services by other Service Providers : Like SSL Certificates, Mailing software, Registrations and renewals of Domain names, Site Lock, Google Apps which are published on the BNPL website.

4. OBLIGATIONS OF BNPL

BNPL shall make available the latest versions of this Agreement and  Product Agreements  on the BNPL Website.

5. OBLIGATIONS OF THE Reseller

(1) The Reseller acknowledges that in the event of any dispute and/or discrepancy concerning any data element of an Order or the Reseller in the CRM Database, the data element in the CRM Database records shall prevail.

(2) The Reseller acknowledges that all information of the Reseller in the CRM is accessible to BNPL and its Service Providers.

(3) The Reseller and clients shall comply with all terms or conditions established by BNPL and/or its Service Providers from time to time.

(4) The Reseller agree to provide, maintain and update, current, complete and accurate information for all the data elements about the Reseller in the CRM Database.

(5) Reseller acknowledges that BNPL Products maybe obtained through Service Providers, and as such, changes in structure, or contracts may occur, and as a result services may be adversely affected. Reseller acknowledges and agrees that BNPL shall not have any liability associated with any such.

(6) The Reseller and clients shall comply with the  “The Acceptable Usage Policy”  and “The Resource Usage Policies”  as part of this agreement.

6. REPRESENTATIONS AND WARRANTIES

BNPL and Reseller represent and warrant that:-

(1) they have all requisite power and authority to execute, deliver and perform their obligations under this Agreement;

(2) This Agreement has been duly and validly executed and delivered and constitutes a legal, valid and binding obligation, enforceable against the Reseller and BNPL in accordance with its terms;

(3) The execution, delivery, and performance of this Agreement and the consummation by BNPL and the Reseller of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate:-

(1) any provision of law, rule, or regulation;

(2) any order, judgement, or decree by competent courts / authorities;

(3) any provision of corporate bye-laws, or other applicable laws, bye-laws; or

(4) any superseding agreement or other such instrument, either signed by both parties, or borne out of applicable laws, bye-laws, rules or regulations as notified by competent authorities from time to time.

(5) the execution, performance and delivery of this Agreement has been duly authorized by the Reseller and BNPL;

(6) No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made in connection with the execution, delivery, and performance of this Agreement or the taking of any other action contemplated hereby;

The Reseller represents and warrants that:

(1) the Reseller has read and understood every clause of this Agreement

(2) the Reseller has independently evaluated the desirability of the service and is not relying on any representation agreement, guarantee or statement other than as set forth in this agreement

(3) the Reseller is eligible, to enter into this Contract according to the laws of the Reseller’s country.

7. TERMINATION OF AGREEMENT

(1) Either Party may terminate this Agreement and/or any Product Agreement at any time by

(1) Giving a 30 (Thirty) days notice of termination.

(2) With immediate effect, if the other Party is adjudged insolvent or bankrupt, or if proceedings are instituted by or against a Party seeking relief, reorganization or arrangement or compromise or settlement under any laws relating to insolvency, or seeking any assignment for the benefit of creditors, or seeking the appointment of a receiver, liquidator or trustee of a Party’s property or assets or the liquidation, dissolution or winding up of a Party’s Business.

(3) BNPL may Terminate this Agreement and/or any Product Agreement  by notifying the Reseller in writing, as of the date specified in such notice of termination.

(4) With immediate effect if :-

(a) the Reseller is convicted of a felony or other serious offense related to financial activities, or is judged by a court to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that BNPL reasonably deems as the substantive equivalent of any of these; or

(b) the Reseller is disciplined by the government of its domicile for conduct involving dishonesty or misuse of funds of others.

(5) Reseller may Terminate this Agreement and/or any Product Agreement by notifying BNPL in writing, as of the date of receipt of such notice, in the event that the Reseller does not agree with any revision to the Agreement or any Product Agreement made as per Section 10 (RIGHT TO SUBSTITUTE UPDATED AGREEMENT AND Product Agreement) within 30 days of such revision.

(6) Effect of Termination of this Agreement

(1) BNPL shall suspend all access to Products and Services, under this agreement and all Product Agreement Extensions, immediately upon receiving Termination notice from the Reseller or upon learning of any event, which BNPL reasonably determines, would lead to Termination of the Agreement.

(2) Upon expiration or termination of this Agreement, all Product Agreement Extensions signed by the Reseller shall deemed to have been Terminated with immediate effect

(7) Neither Party shall be liable to the other for damages of any sort resulting solely from terminating this Agreement or any Product Agreement Extension in accordance with its terms, unless specified otherwise.The Reseller however shall be liable for any damage arising from any breach by it of this Agreement or any Product Agreement Extension.

8. LIMITATION OF LIABILITY

IN NO EVENT WILL  BNPL OR SERVICE PROVIDERS OR CONTRACTORS OR THIRD PARTY BENEFICIARIES BE LIABLE TO THE RESELLER FOR ANY LOSS OF REGISTRATION AND USE OF DOMAIN NAME, OR FOR INTERRUPTIONS OF BUSINESS, OR ANY SPECIAL, INDIRECT, ANCILLARY, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RESULTING FROM LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF BNPL AND/OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

BNPL FURTHER DISCLAIMS ANY AND ALL LOSS OR LIABILITY RESULTING FROM, BUT NOT LIMITED TO:

(1) LOSS OR LIABILITY RESULTING FROM THE UNAUTHORIZED USE OR MISUSE OF AUTHENTICATION INFORMATION;

(2) LOSS OR LIABILITY RESULTING FROM FORCE MAJEURE EVENTS;

(3) LOSS OR LIABILITY RESULTING FROM ACCESS DELAYS OR ACCESS INTERRUPTIONS;

(4) LOSS OR LIABILITY RESULTING FROM NON-DELIVERY OF DATA OR DATA MISS-DELIVERY;

(5) LOSS OR LIABILITY RESULTING FROM ERRORS, OMISSIONS, OR MISSTATEMENTS IN ANY AND ALL INFORMATION OR BNPL PRODUCT(S) PROVIDED UNDER THIS AGREEMENT;

(6) LOSS OR LIABILITY RESULTING FROM THE INTERRUPTION OF SERVICE.

If any legal action or other legal proceeding (including arbitration) relating to the performance under this Agreement or the enforcement of any provision of this Agreement is brought against BNPL by the Reseller, then in no event will the liability of BNPL exceed actual amount paid to BNPL by the Reseller for the Order in question minus direct expenses incurred with respect to that Order.

BOTH PARTIES ACKNOWLEDGE THAT THE CONSIDERATION AGREED UPON BY THE PARTIES IS BASED IN PART UPON THESE LIMITATIONS, AND THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT WILL THE LIABILITY OF BNPL RELATING TO THIS AGREEMENT EXCEED TOTAL AMOUNT PAID TO BNPL BY THE RESELLER DURING THE MOST RECENT THREE (3) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY.

9. INDEMNIFICATION

(1) The Reseller and clients, at their own expense, will indemnify, defend and hold harmless, BNPL, Service Providers, and the contactors, employees, directors, officers, representatives, agents and affiliates, of BNPL, and Service Providers, against any claim, suit, action, or other proceeding brought against BNPL or Service Providers based on or arising from any claim or alleged claim, of third parties relating to or arising under this Agreement, BNPL Products provided hereunder or use of the BNPL Products, including without limitation:-

(1) infringement by either the Reseller, or someone else using a BNPL Product with the Reseller’s computer, of any intellectual property or other proprietary right of any person or entity

(2) arising out of any breach by the Reseller of this Agreement.

(3) relating to or arising out of any Order or use of any Order

(4) relating to any action of BNPL as permitted by this Agreement

(5) relating to any action of BNPL carried out on behalf of Reseller as described in this Agreement

(2) BNPL will not enter into any settlement or compromise of any such indemnifiable claim without Reseller’s prior written consent, which shall not be unreasonably withheld.

(3) The Reseller will pay any and all costs, damages, and expenses, including, but not limited to, actual attorneys’ fees and costs awarded against or otherwise incurred by BNPL in connection with or arising from any such indemnifiable claim, suit, action or proceeding.

10. RIGHT TO SUBSTITUTE UPDATED AGREEMENT

(1) During the period of this Agreement, the Reseller agrees that BNPL may:-

(1.1) revise the terms and conditions of this Agreement; and

(1.2) change the services provided under this Agreement

(2) Any such revision or change will be binding and effective immediately on posting of the revision in the CRM or on the BNPL Website

(3) The Reseller agrees to review the BNPL Website including the agreements, periodically, to be aware of any such revisions

(4) If the Reseller does not agree with any revision, the Reseller may terminate this Agreement according to Section 7(5) of this Agreement

(5) The Reseller agrees that, continuing use of the services under this Agreement following notice of any revision, will constitute as an acceptance of any such revisions or changes

(6) It will be the Reseller’s responsibility to communicate any changes in the agreement and any obligations/duties covered by these changes to the Reseller’s Clients / Agents / Employees / Authorised Representatives.

11. PAYMENT TERMS AND CONDITIONS

1. ADVANCE ACCOUNT

(1) Prior to purchasing any BNPL Products, the Reseller shall maintain an Advance Account with BNPL.

(2) As and when, the Reseller purchases BNPL Products, the Reseller’s Advance Account balance shall be reduced as per the then current pricing of that BNPL Product as mentioned in the CRM or on the BNPLs Website or during the ordering process.

(3) BNPL shall maintain a record of Reseller’s Advance Account balance, which shall be accessible by the Reseller. If the Reseller’s Advance Account balance is insufficient for processing any Order then that Order may not be processed.

(4) Any negative balance in the Reseller’s Advance Account will be immediately payable. If a Reseller does not remedy a negative balance in their account within 7 business days, BNPL has the right to terminate this agreement with immediate effect and without any notice. Upon such termination or otherwise BNPL shall continue to have the right to initiate any legal proceedings against the Reseller to recover any negative balance in the Reseller’s Advance Account.

(7) Any discrepancy, mistake, error in the credit / debit / amount in the Reseller Transactions / Advance Account maybe corrected by BNPL at anytime

2. PAYMENT TERMS

(1) BNPL will accept payments from the Reseller only by means specified in the CRM, Order cart.

(2) BNPL will credit all payments received to the Resellers Advance Account after deducting all bank charges, processing charges and any other charges which BNPL may choose to levy upon its sole discretion, within reasonable time of receiving the credit in BNPL’s Account.

(3) It is the Reseller’s responsibility to provide the Reseller Username to BNPL to be credited for the payment. The absence of the Reseller Username along with reasonable information will delay the corresponding credit to the Advance Account.

(4) In the event that the Reseller charges back a payment made via Credit Card or the payment instrument sent by the Reseller bounces due to Lack of Funds or any other Reason, then

(1) BNPL may immediately suspend Resellers access to the Product or services.

(2) BNPL has the right to terminate this agreement with immediate effect and without any notice.

(3) BNPL in its ABSOLUTE and UNFETTERED SOLE DISCRETION may delete, suspend, deny, cancel, modify, take ownership of  the Orders placed by the Reseller, as well as stop / suspend / delete  any Orders currently being processed.

(4) BNPL in its ABSOLUTE and UNFETTERED SOLE DISCRETION may Transfer all Orders placed by the Reseller to any other Reseller, or under BNPL’s account.

(5) BNPL in its ABSOLUTE and UNFETTERED SOLE DISCRETION may levy reasonable additional charges for the processing of the Charge-back / Payment Reversal in addition to actual costs of the same.

(6) Any negative balance in the Resellers Advance Account shall become immediately payable

(7) BNPL shall have the right to initiate any legal proceedings against the Reseller to recover any such liabilities.

3. PRICING TERMS

(1) All pricing in this Agreement as well as every  Product Agreement Extension refers to the price at which the Reseller may Purchase the corresponding BNPL Product. This is excluding taxes, surcharges or any other costs.

(2) BNPL may at any time change the price of any  Product with reasonable notification to the Reseller.

4. REFUNDS AND REIMBURSEMENT TERMS

(1) All Clear Balance pending in the Advance Account maybe refunded to the Reseller, on request of the Reseller .
(2) All bank charges applicable and a reasonable processing fee will be deducted from this amount. All Refunds and Reimbursements will take up to 14 Business Days from the date of receipt of the request, to process.

(3) BNPL will not refund any amount that has already been debited to the Resellers Advance Account under any circumstances.

(4) Reseller acknowledges and accepts that all refunds maybe processed via a 3rd party payment processing company including but not limited to Payment Processing Inc, payment agent or any such other channel and hence the Reseller may receive a refund from a different account from the account the funds were originally sent to.

12. FORCE MAJEURE

Neither party shall be liable to the other for any loss or damage resulting from any cause beyond its reasonable control (a “Force Majeure Event”) including, but not limited to, insurrection or civil disorder, riot, war or military operations, national or local emergency, acts or directives or omissions of government or other competent authority, compliance with any statutory obligation or executive order, strike, lock-out, work stoppage, industrial disputes of any kind (whether or not involving either party’s employees), any Act of God, fire, lightning, explosion, flood, earthquake, eruption of volcano, storm, subsidence, weather of exceptional severity, equipment or facilities breakages / shortages which are being experienced by providers of telecommunications services generally, or other similar force beyond such Party’s reasonable control, and acts or omissions of persons for whom neither party is responsible. Upon occurrence of a Force Majeure Event and to the extent such occurrence interferes with either party’s performance of this Agreement, such party shall be excused from performance of its obligations (other than payment obligations) during the first three months of such interference, provided that such party uses best efforts to avoid or remove such causes of non performance as soon as possible.

13. ASSIGNMENT / SUBLICENSE

Except as otherwise expressly provided herein, the provisions of this Agreement shall inure to the benefit of and be binding upon, the successors and assigns of the Parties. The Reseller shall not assign, sublicense or transfer its rights or obligations under this Agreement to any third person(s)/party without the prior written consent of BNPL.

14. DISCLAIMER

THE  CRM , BNPL’s  SERVERS AND ANY OTHER SOFTWARE / API / SPECIFICATION / DOCUMENTATION / APPLICATION SERVICES IS PROVIDED ON “AS IS” AND “WHERE IS” BASIS AND WITHOUT ANY WARRANTY OF ANY KIND.

BNPL  AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES AND / OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS AND QUALITY/AVAILABILITY OF TECHNICAL SUPPORT.

BNPL  AND SERVICE PROVIDERS ASSUME NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY AFFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY IN CONNECTION WITH YOUR ACCESS TO, USE OF, CRM  OR BY ACCESSING BNPL’s SERVERS. WITHOUT LIMITING THE FOREGOING, BNPL AND SERVICE PROVIDERS DO NOT REPRESENT, WARRANT OR GUARANTEE THAT (A) ANY INFORMATION/DATA/DOWNLOAD AVAILABLE ON OR THROUGH CRM OR BNPL SERVERS WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING DESTRUCTIVE PROPERTIES; OR (B) THE INFORMATION AVAILABLE ON OR THROUGH THE CRM / BNPL SERVERS WILL NOT CONTAIN ADULT-ORIENTED MATERIAL OR MATERIAL WHICH SOME INDIVIDUALS MAY DEEM OBJECTIONABLE; OR (C) THE FUNCTIONS OR SERVICES PERFORMED BY BNPL AND SERVICE PROVIDERS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE CRM WILL BE CORRECTED; OR (D) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR (E) THE SERVICES PROVIDED UNDER THIS AGREEMENT OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE, SYSTEM OR DATA. OR (F) YOU WILL RECEIVE NOTIFICATIONS, REMINDERS OR ALERTS FOR ANY EVENTS FROM THE SYSTEM INCLUDING BUT NOT LIMITED TO ANY MODIFICATION TO YOUR ORDER, ANY TRANSACTION IN YOUR ACCOUNT, ANY EXPIRY OF AN ORDER

BNPL  AND SERVICE PROVIDERS MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE SUITABILITY OF THE INFORMATION AVAILABLE OR WITH RESPECT TO ITS LEGITIMACY, LEGALITY, VALIDITY, QUALITY, STABILITY, COMPLETENESS, ACCURACY OR RELIABILITY. BNPL AND SERVICE PROVIDERS DO NOT ENDORSE, VERIFY OR OTHERWISE CERTIFY THE CONTENT OF ANY SUCH INFORMATION. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OF IMPLIED WARRANTIES, SO THE FOREGOING EXCLUSIONS, AS TO IMPLIED WARRANTIES, MAY NOT APPLY TO YOU.

FURTHERMORE, BNPL NEITHER WARRANTS NOR MAKES ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE CRM, BNPLs  SERVERS, BNPL WEBSITE AND ANY OTHER SOFTWARE / API / SPECIFICATION / DOCUMENTATION / APPLICATION SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

15. JURISDICTION &  ATTORNEY’S FEES

This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of Maharashtra, Govt of India.
If any legal action or other legal proceeding relating to the performance under this Agreement or the enforcement of any provision of this Agreement is brought against either Party hereto, the prevailing Party shall be entitled to recover reasonable attorneys’ fees, costs and disbursements (in addition to any other relief to which the prevailing Party may be entitled).

16. MISCELLANEOUS

(1) Any reference in this Agreement to gender shall include all genders, and words importing the singular number only shall include the plural and vice versa.

(2) There are no representations, warranties, conditions or other agreements, express or implied, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth herein.

(3) The Parties shall attempt to resolve any disputes between them prior to resorting to litigation through mutual understanding or a mutually acceptable Arbitrator.

(4) This Agreement shall inure to the benefit of and be binding upon BNPL and the Reseller as well as all respective successors and permitted assigns.

(5) This Agreement does not provide and shall not be construed to provide third parties (i.e. non-parties to this Agreement), with any remedy, claim, and cause of action or privilege against BNPL.

(6) The Reseller, BNPL, and its Service Providers are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, and sales representative or employment relationship between the parties.

(7) Entire Agreement; Severability: This Agreement, which includes each executed Product Agreement Extension constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes any prior agreements, representations, statements, negotiations, understandings, proposals or undertakings, oral or written, with respect to the subject matter expressly set forth herein. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, each Party agrees that such provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. If necessary to effect the intent of the Parties, the Parties shall negotiate in good faith to amend this Agreement to replace the unenforceable language with enforceable language that reflects such intent as closely as possible.

(8) The division of this Agreement into Sections, Subsections, Appendices, Extensions and other Subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be used in the construction or interpretation of this Agreement.

(9) This agreement may be executed in counterparts.

(10) Language. All notices, designations, and specifications made under this Agreement shall be made in the English Language only.

(11) Dates and Times. All dates and times relevant to this Agreement or its performance shall be computed based on the date and time observed in the city of the Registered office of BNPL.

17. BREACH

In the event that BNPL suspects breach of any of the terms and conditions of this Agreement:

(1) BNPL can immediately, without any notification and without assigning any reasons, suspend / terminate the Resellers access to all BNPL Products and Services.

(2) The Reseller will be immediately liable for any damages caused by any breach of any of the terms and conditions of this Agreement.

18. NOTICE

(1) Any notice or other communication required or permitted to be delivered to BNPL under this Agreement shall be in writing unless otherwise specified and shall be deemed properly delivered, when sent to BNPL’s contact address specified  on the Invoice or on the BNPLs Website by registered mail or courier. Any communication shall be deemed to have been validly and effectively given, on the date of receiving such communication, if such date is a Business Day and such delivery was made prior to 17:30 hours local time, and otherwise on the next Business Day.

(2) Any notice or other communication to be delivered to BNPL via email under this agreement shall be deemed to have been properly delivered if sent to its Legal Contact mentioned in the Customer Control Panel or on the BNPLs Website.

(3) Any notice or other communication required or permitted to be delivered to the Reseller under this Agreement shall be deemed properly delivered, given and received when delivered to email address or contact address of the Reseller in the CRM Database.

(4) Other than those notices mentioned in this agreement, BNPL is NOT required to communicate with the Reseller in any respect about services provided under this agreement. As a convenience to the Reseller, BNPL may proactively send notices about aspects with regards to services rendered under this Agreement, however these notices may be discontinued by BNPL at anytime.