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Enigin plc Standard Terms & Conditions of Appointment 3rd June 2009
 
Enigin plc Standard Terms & Conditions of Appointment 3rd June 2009Enigin PLC. Southview House, St Austell Enterprise Park, Cornwall, PL25 4EJ United Kingdom.Tel: +44 (0)1726 871040 Fax: +44 (0)1726 61960.
 1
 
Enigin - Independent DistributorLicense Agreement
Standard Terms & Conditions of Appointment3
rd
June 2009
Enigin PLC
 
Enigin plc Standard Terms & Conditions of Appointment 3rd June 2009
 
Enigin plc Standard Terms & Conditions of Appointment 3rd June 2009Enigin PLC. Southview House, St Austell Enterprise Park, Cornwall, PL25 4EJ United Kingdom.Tel: +44 (0)1726 871040 Fax: +44 (0)1726 61960.
 2
 
An Agreement
IS MADE BETWEEN:
(1) Enigin PLC a company registered in England under number 5984863 whose office is atSouthview House, St Austell Enterprise Park, Cornwall, PL25 4EJ, England hereinafterreferred to as “the company” for the one part and: -(2) The person, persons or company, hereinafter referred to as “the Licensee”, or “distributor”named in the licence agreement entered into and signed by the partner which is subject tothese Standard Terms of Appointment
WHEREAS:
(A) The Company is the developer, manufacturer and/or provider of various products andbusiness solutions used in the field of energy saving and business efficiency.(B) The Company has agreed to appoint the Licensee as its Distributor in the territory for certainof its products as defined in the licence agreement on the terms and conditions containedherein, subject to the Licensee achieving reasonable minimum sales as jointly agreed fromtime to time by both parties. No minimum sales will be required during the first full year (twelvemonths) following the licensee’s appointment.
IT IS AGREED
as follows:
1.
Definitions
In this agreement unless the context requires otherwise the following expressions shall havethe following meanings:
“Courseware Products”
those of the Products which are by their nature related totraining course content and material and including methodologyprovided by the Company and used by the Licensee in thecourse of their business;
“Initial order”
the Licensee's initial order for the items, as part of the initialbusiness establishment pack for either the basic or premiumdistributorship as referred to in the Licence agreement and setout in either schedule 3 or 4 of these Standard Terms, whichare provided to the Licensee upon payment of the initial fee;
“Initial Fee”
the amount paid by the Licensee to the Company upon grantingthe Product Licence and Distribution Agreement as set out inthe licence agreement:
“Schedule of payments”
any amount of ongoing regular payments, which the Licenseehas, or at any time in the future may agree to make to theCompany for future development and support;
“Intellectual Property
patents, trade marks, service marks, registered designs,
Rights”
applications for any of the foregoing, copyright, database,know-how, confidential information, trade or business namesand any other similar protected rights in any country;
 
Enigin plc Standard Terms & Conditions of Appointment 3rd June 2009
 
Enigin plc Standard Terms & Conditions of Appointment 3rd June 2009Enigin PLC. Southview House, St Austell Enterprise Park, Cornwall, PL25 4EJ United Kingdom.Tel: +44 (0)1726 871040 Fax: +44 (0)1726 61960.
 3
 
“Invoice Price”
in relation to the purchase of any of the Products, the amountinvoiced by the Company to the Licensee excluding VAT andany other taxes, duties or levies and any transport andinsurance charges included in such invoice;
“Products”
the Hardware Products, Software Products and CoursewareProducts and product training described in Schedule 1 andsuch other products as the parties may agree in writing fromtime to time;
“Product Documentation”
the operating manuals and other literature accompanying theProducts for use by end-users;
“ECOS”
means the Enigin Collateral Ordering System, which is a web-based e-commerce system of ordering and paying for productsfrom the Company
“Software Products”
those of the Products which are computer software;
“Territory”
the territory in which the Licensee is granted by the Company toconduct business for the sale of the products;
2.
Appointment
2.1
The Licensee shall perform their obligations under thisAgreement in accordance with all reasonable instructions,which the Company may give the Licensee from time totime. The Company appoints the Licensee and theLicensee agrees to provide a Distribution outlet for theCompany’s products.
2.2
The Licensees appointment shall commence only afterwritten acceptance by the Company following thesubmission of a signed Licence Agreement subject to allthe terms having been met and payment of the initial fee tothe Company.
2.3
The Licensee shall not be entitled to assign any of its rightsor obligations under this agreement without the writtenapproval of the company.
2.4
The Licensee shall not be entitled to any priority of supplyof the Products over the Company's other Licensees butthe Licensee will be entitled to an allocation of productionand delivery not worse than in sequence of delivery oforders to the Company.
2.5
The Licensee represents and warrants to the Companythat it has the ability and experience to carry out theobligations assumed by it under this agreement and it hasused due diligence in assessing the business potential,and taken appropriate advice as may be necessary.
3.
Duration
The Licence agreement shall commence on the date of the Agreement for an initial period often years and shall continue for successive periods of ten years unless and until terminated by
of 00

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