# RESELLER AGREEMENT
Date: 8 February 2029
Parties: HarbourStack Software Ltd and Wye IT Solutions Ltd
## 1. Parties and purpose
HarbourStack Software Ltd (Company No. 11890421), 5 Quayside, Bristol BS1 4RB, appoints Wye IT Solutions Ltd (Company No. 09723114), 18 High Street, Hereford HR4 9AA, as a non-exclusive reseller of HarbourStack Cloud in England and Wales.
## 2. Money and rights
Wye may market subscriptions to business customers in the territory, but may not appoint sub-resellers, alter the service, or promise features outside current documentation. HarbourStack remains the service provider and Wye is an independent contractor, not an agent able to bind HarbourStack.
## 3. Duties and operation
Wye buys subscriptions at the partner price in Schedule 1 and sets its customer resale price. Orders are accepted only when HarbourStack confirms them; a customer contract must include HarbourStack's acceptable-use and data terms. Wye pays undisputed invoices within 30 days and bears its own taxes.
## 4. Consent and management
HarbourStack supplies onboarding and second-line support; Wye provides first-line customer support and accurate customer information. HarbourStack may suspend an account for security, unlawful use or material non-payment after reasonable notice, except where urgent action is needed.
## 5. Ending and remedies
Each party keeps the other's confidential information secure. HarbourStack grants Wye a revocable, non-transferable licence to use approved marks solely to sell the service; neither party transfers IP. Both parties comply with UK GDPR, sanctions, anti-bribery and consumer-protection obligations applicable to their activities.
## 6. Legal reservations
Either party may terminate on 60 days' notice, or immediately for insolvency or an uncured material breach. Existing customer subscriptions continue under their terms where practicable; Wye must stop new sales, return confidential material and pay accrued invoices. HarbourStack's aggregate liability is capped at the previous 12 months' reseller fees, subject to non-excludable liabilities.
## 7. Signatures
English law applies. The parties will first refer disputes to their commercial directors for 10 Business Days, then to the courts of England and Wales. Authorised directors sign on 8 February 2029.