GENERAL TERMS OF SERVICES RESELLING
Last updated: 2026-04-09
INTRODUCTION
Parties. These General Terms of Services Reselling (“Terms”) are entered into between the applicable Saily contracting entity (“Saily”, “we”, “us”, or “our”) specified in the Special Terms and the entity agreeing to these Terms (“Reseller”, “you”, or “your”).
Scope. These Terms govern the Reseller’s marketing, promotion, distribution, and resale of Saily’s Services, including the distribution of Vouchers and Coupons (each as defined below), to end users within the agreed Territory. Together with any applicable Special Terms, these Terms form the entire agreement between the Parties regarding the subject matter hereof (the “Agreement”).
Binding Legal Agreement. Please note that these Terms constitute a binding legal agreement between Saily and the Reseller. By signing the Special Terms, accepting these Terms electronically, or commencing any reselling activity in respect of Saily Services, the Reseller agrees to be bound by these Terms in their entirety. It is only under these Terms (together with the Special Terms) that Saily authorises the Reseller to market and resell the Services. If the Reseller does not agree to these Terms or any provision hereof, the Reseller must not engage in any reselling activities.
Authority to Bind. Where the Reseller is an entity, the individual agreeing to these Terms on behalf of the Reseller represents and warrants that such individual has the authority to bind that entity. If such an individual does not have the requisite authority, that individual must not accept these Terms.
Hierarchy of Documents. The Agreement consists of these Terms and the Special Terms. In the event of any conflict or inconsistency between these Terms and the Special Terms, the Special Terms shall prevail to the extent of such conflict or inconsistency, unless expressly stated otherwise.
Relationship to End User Terms. End users who redeem Vouchers or Coupons and use the Services shall be subject to Saily’s consumer-facing Terms of Service and Privacy Policy. These Terms do not modify or supersede the end user terms. The Reseller shall make commercially reasonable efforts to inform end users of the applicability of Saily’s end user terms prior to or at the point of sale.
DEFINITIONS
In these Terms, unless the context otherwise requires, the following capitalised terms shall have the meanings ascribed to them below:
“App” means the Saily mobile application available on iOS and Android platforms, through which end users access and manage the Services.
“Confidential Information” means all non-public information disclosed by either Party to the other, whether orally, in writing, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation business plans, pricing, customer data, technical specifications, and marketing strategies.
“Coupon” means a unique alphanumeric code generated by Saily and distributed by the Reseller, which, upon redemption by an end user, entitles that end user to a specific Saily Data Plan with particular characteristics (such as data volume, validity period, and covered territory) as determined by Saily. Each Coupon is subject to the activation conditions and Data Plan specifications communicated by Saily at the time of issuance.
“Data Plan” means the pre-paid eSIM data plan(s) offered by Saily, including local eSIM plans, regional eSIM plans, global eSIM plans, and subscription-based plans (including Saily Ultra), each providing a specified volume of mobile data for a specified validity period and territory.
“eSIM” means an embedded subscriber identity module, being a digital SIM that allows end users to activate a cellular data plan without the need for a physical SIM card.
“Intellectual Property” or “IP” means Saily’s and its affiliates’ all patents, copyrights, trademarks, service marks, trade names, domain names, trade secrets, know-how, design rights, database rights, rights in software, and all other intellectual property rights, whether registered or unregistered, and all applications and rights to apply for and be granted renewals or extensions of such rights, worldwide.
“Marks” means the trademarks, service marks, trade names, logos, designs, and brand identifiers of Saily and its affiliates, including but not limited to Saily, the Saily logo, and any other marks communicated to the Reseller in writing or set out in the Saily Trademark Guidelines.
“Party” or “Parties” means Saily and the Reseller, individually or collectively, as the context requires.
“Reseller” means the entity entering into this Agreement with Saily for the purpose of marketing, promoting, distributing, and reselling Saily Services (including Vouchers and Coupons) to end users within the agreed Territory.
“Saily Credits” means the credits under Saily's rewards program credited to an end user’s Saily account, which can be applied towards the purchase of Data Plans and other eligible Services through the App or Website.
“Sanctions” means any economic or financial sanctions, trade embargoes, export controls, or restrictive measures administered, enacted, or enforced by the United Nations, the United States of America (including OFAC, BIS, and the U.S. Department of State), the European Union and/or its Member States, the United Kingdom (including OFSI), or any other applicable governmental authority.“Services” means all eSIM data connectivity services provided by Saily, including the provision of eSIMs, Data Plans, associated security features (such as Virtual Location, Ad Blocker, and Web Protection), the App, the Saily website, and all related software, platforms, and support services.
“Special Terms” means separate form detailing any product-specific, territory-specific, or reseller-specific terms and conditions agreed between the Parties in writing (including any order forms, commercial annexes, or addenda), which supplement and form an integral part of the Agreement.
“Term” means the period during which this Agreement is in force, commencing on the Effective Date and continuing until terminated or expired in accordance with Section 12.
“Territory” means the geographic area in which the Reseller is authorised to market and resell the Services, as specified in the Special Terms.
“Voucher” means a unique alphanumeric code generated by Saily and distributed by the Reseller, which, upon redemption by an end user, credits a specified amount of Saily Credits to that end user’s Saily account. Saily Credits obtained through Vouchers may be applied by the end user towards the purchase of Data Plans and other eligible Services in accordance with Saily’s terms of use. Each Voucher is subject to the denomination, validity period, and redemption conditions specified by Saily at the time of issuance.
In these Terms:
references to sections, clauses, and schedules are to sections, clauses, and schedules of these Terms unless otherwise stated;
headings are for convenience only and shall not affect interpretation;
words importing the singular include the plural and vice versa;
references to “including” or “include” shall mean “including without limitation”; and
references to any statute, regulation, or legislative provision include any amendment, re-enactment, or successor legislation.
RESELLING RIGHTS
Subject to and in accordance with the terms of this Agreement, Saily grants the Reseller a non-exclusive, non-transferable, revocable right to market, promote, distribute, and resell the Services (through the distribution and sale of Vouchers and Coupons) within the Territory and during the Term.
The Reseller shall not appoint sub-resellers, sub-distributors, or any other intermediaries without the prior written consent of Saily. Where such consent is granted, the Reseller remains fully responsible for the acts and omissions of any approved sub-reseller or intermediary.
The Reseller acknowledges and agrees that:
it acts as an independent contractor and not as an agent, partner, joint venturer, or employee of Saily;
it has no authority to bind Saily or to make any representations, warranties, or commitments on behalf of Saily; and
it shall not hold itself out as having any such authority.
Saily reserves the right to modify, discontinue, or introduce new Data Plans, features, pricing structures, or territorial availability at any time and at its sole discretion. Saily shall use reasonable efforts to notify the Reseller of material changes that may affect the Reseller’s reselling activities.
RESELLER OBLIGATIONS
Regulatory Compliance and Licensing. The Reseller represents, warrants, and covenants that:
it shall comply with all applicable laws, regulations, directives, codes, and industry standards in each jurisdiction within the Territory in which it markets, promotes, distributes, or resells Saily Services;
it holds, and shall maintain throughout the entire Term of this Agreement, all registrations, licences, permits, authorisations, and approvals required under applicable law for the conduct of its reselling activities of Saily Vouchers, Coupons, and Services within the agreed Territory, including without limitation any telecommunications and tax registrations, consumer protection licences, data protection registrations, e-commerce authorisations, and any other regulatory approvals as may be required.
The Reseller shall:
market and promote the Services in a professional manner consistent with Saily’s brand guidelines and reputation;
ensure that all marketing materials, advertisements, and communications related to the Services are accurate, not misleading, and comply with applicable advertising standards and consumer protection laws;
refrain from making any representations, warranties, or guarantees regarding the Services that are not expressly authorised by Saily in writing;
promptly report to Saily any material complaints, regulatory inquiries, or disputes arising from or related to the resale of the Services; and
promptly cooperate with Saily in responding to any regulatory investigation or proceeding related to the reselling activities.
The Reseller shall not, directly or indirectly:
modify, tamper with, reverse-engineer, decompile, or disassemble any software, code, or technology forming part of the Services, the App, or the Saily platform;
resell, sublicense, or distribute the Services outside the agreed Territory without Saily’s prior written consent;
engage in any deceptive, misleading, or fraudulent practices in connection with the resale of the Services;
offer the Services on any online marketplace not approved by Saily, including but not limited to eBay, Amazon, AliExpress, Alibaba, Rakuten, Lazada, G2A, or similar platforms;
display, list, bundle, or otherwise present any third-party eSIM, travel connectivity, or prepaid mobile data products or services alongside, adjacent to, or in combination with Saily Services on the same webpage, application screen, product listing, catalogue section, or point-of-sale display where Saily Services are marketed, promoted, or offered to end users, in a manner that could cause confusion, dilute Saily brand, or direct end user attention towards competing offerings;
attempt to create a substitute or similar service through the use of, or access to, the Services; or
engage in any activity that could reasonably be expected to damage the reputation, goodwill, or brand integrity of Saily or its affiliates.
The Reseller is solely responsible for applying the obligations set forth in this Section 4 to its entire network of sub-resellers, retailers, distributors, and other partners promoting or selling the Services, as well as for screening for any discrepancies before and after onboarding, and shall be held liable for any non-compliance within its network.
VOUCHERS AND COUPONS
Vouchers
Saily shall generate and provide to the Reseller Vouchers in such quantities, denominations, and formats as agreed in the Special Terms or as otherwise communicated in writing. Each Voucher shall entitle the redeeming end user to receive a specified amount of Saily Credits, which shall be credited to the end user’s Saily account upon successful redemption.
Saily Credits obtained through Vouchers may be applied by end users towards the purchase of any eligible Data Plan or Service available through the App or Website at the time of use, subject to Saily’s then-current terms and pricing. Saily Credits have no cash value, are non-transferable between accounts, and are not redeemable for cash.
Each Voucher shall be subject to the denomination, validity period, and any additional redemption conditions specified by Saily at the time of issuance. Expired or fully redeemed Vouchers shall have no further value.
Coupons
Saily shall generate and provide to the Reseller Coupons in such quantities and formats as agreed in the Special Terms or as otherwise communicated in writing. Each Coupon shall entitle the redeeming end user to a specific Saily Data Plan with particular characteristics (such as data volume, validity period, and covered territory, etc.) or Services as determined by Saily at the time of Coupon issuance.
The specific Data Plan or Service, discount amount or percentage, applicable territory, validity period, and any other conditions attached to each Coupon shall be as specified by Saily and communicated to the Reseller prior to distribution. The Reseller shall not alter, misrepresent, or modify the terms or characteristics associated with any Coupon.
General Provisions Applicable to Vouchers and Coupons
The Reseller shall:
store, handle, and distribute all Vouchers and Coupons securely and in accordance with Saily’s instructions;
2.not duplicate, counterfeit, or otherwise reproduce any Voucher or Coupon;promptly notify Saily of any suspected fraud, theft, or unauthorised use of Vouchers or Coupons; and
maintain accurate records of all Vouchers and Coupons received, distributed, and sold, and make such records promptly available in writing to Saily upon reasonable request.
Saily reserves the right to deactivate, suspend, or invalidate any Vouchers or Coupons that have been distributed in violation of this Agreement, that are suspected of involvement in fraudulent activity, or for any other reason at Saily’s reasonable discretion, subject to providing notice to the Reseller where practicable.
The Reseller shall clearly distinguish between Vouchers and Coupons in all marketing, promotional, and sales materials, and shall accurately represent to end users the nature of the Saily offering.
PRICING, PAYMENT, REPORTING & AUDIT
The pricing, discounts, commissions, and payment terms applicable to the Reseller’s purchase and resale of the Services shall be as set out in the Special Terms or as otherwise agreed in writing between the Parties.
Unless otherwise specified in the Special Terms, all amounts payable under this Agreement are exclusive of applicable taxes, duties, levies, and similar governmental charges. The Reseller shall be solely responsible for the collection and remittance of all taxes arising from its reselling activities.
The Reseller shall provide Saily with accurate and timely reports on sales and distribution of Vouchers and/or Coupons, in such format and at such intervals as Saily may reasonably require.
In the event of late payment by the Reseller, Saily reserves the right to:
suspend the Reseller’s access to new Vouchers and Coupons;
charge interest on overdue amounts at a rate specified in the Special Terms or, if not specified, at the maximum rate permitted by applicable law; and
exercise any other remedies available under this Agreement or at law.
Audit Rights. During the term of the Agreement and for twelve (12) months thereafter, Saily shall have the right to inspect and/or engage a certified and reputable independent auditor to inspect Reseller’s books, records and files (in paper and electronic form) directly and solely related to the amounts owed to Saily under the Agreement. Reseller agrees to cooperate with any such audit, including by making the audited materials readily available and accessible to the auditor and providing copies upon request. The cost of the audit shall be borne by Saily; provided, however, if Reseller materially breaches its obligation to cooperate with the audit, or the audit reveals underpayment by Reseller in excess of 5% (five percent) of the amount owed for the audited period, Reseller shall reimburse Saily for the reasonable costs of such audit.
INTELLECTUAL PROPERTY
Ownership. Saily owns and retains all rights, title, and interest in and to the Services, the App, the Saily website, all Marks, and all underlying technology, software, source code, content, designs, documentation, and Intellectual Property related thereto. All such Intellectual Property is confidential and proprietary to Saily and is protected under applicable intellectual property, trade secret, and related laws worldwide. Any software used pursuant to this Agreement is licensed, not sold, and the Reseller receives no title to or ownership of any copy, or of the software itself, or of the Services. Nothing in this Agreement shall be construed as transferring or assigning any ownership rights in any Intellectual Property from Saily to the Reseller.
Limited Licence to Use Marks. Subject to the terms of this Agreement, Saily grants to the Reseller a non-exclusive, non-transferable, revocable, royalty-free licence to use the Marks solely in connection with the marketing, promotion, and resale of the Services within the Territory and during the Term. The Reseller shall use the Marks strictly in accordance with the Saily Trademark Guidelines as published at https://saily.com/legal/trademark-policy/ and as may be updated by Saily from time to time. Any use of the Marks not in compliance with the Saily Trademark Guidelines shall constitute a material breach of this Agreement.
Restrictions on Use of Marks. The Reseller is prohibited from using Saily’s and its affiliates trademarks, including but not limited to “Saily”, or any other related, mistyped, or derived adword or adwords in any and all online advertising platforms and search engines, including but not limited to those administered and/or owned by Google (Ads), Microsoft (Advertising), Meta (Facebook/Instagram), LinkedIn, TikTok, X (formerly Twitter), or any successor platforms. This prohibition extends to using brand-related wording in any position of text ads, display ads, video ads, other creatives, their extensions, as well as keywords and negative keywords. This restriction does not apply to banners, materials, and communications published on the Reseller’s own websites, provided such use complies with the Saily Trademark Guidelines.
No Registration of Marks. The Reseller shall not, directly or indirectly, apply for or obtain registration of any trademark, domain name, social media handle, or other identifier that is identical or confusingly similar to any of Saily’s Marks in any jurisdiction. All goodwill generated by the Reseller’s use of any Saily Mark or other Saily brand feature shall inure solely to the benefit of Saily, in accordance with the Saily Trademark Guidelines.
No IP Assignment. Except as expressly set forth herein, this Agreement does not grant the Reseller any rights, implied or otherwise, to Saily’s Intellectual Property. No title to or ownership of any rights in or to the Services, the App, or any software provided by Saily is transferred to the Reseller under this Agreement. Saily and other marks are protected trademarks owned by Nord companies, and the Reseller is forbidden from registration, adoption, or any other use of trademarks, trade names, symbols, or signs that are either identical or confusingly similar to any trademarks owned by Saily or Nord.
Feedback. The Reseller hereby grants Saily and/or its affiliated companies a perpetual, irrevocable, worldwide, royalty-free licence to use any feedback, suggestions, comments, recommendations, or ideas communicated by the Reseller to Saily in connection with the Services, without compensation, attribution, or any other restriction.
Reseller’s Marks. The Reseller hereby grants to Saily a non-exclusive, irrevocable, worldwide, royalty-free licence to use the Reseller’s name, logo, and trademarks solely for the purpose of identifying the Reseller as an authorised reseller, including in case studies, partner directories, and marketing materials.
DATA PROTECTION AND PRIVACY
Each Party shall comply with all applicable data protection and privacy laws and regulations in connection with the performance of this Agreement, including, where applicable, the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the UK GDPR, the California Consumer Privacy Act (“CCPA”), and any other relevant data protection legislation.
The Reseller acknowledges that Saily’s processing of end user personal data is governed by Saily’s Privacy Policy. The Reseller shall not process any personal data of end users obtained in connection with the resale of the Services except as strictly necessary for the performance of its obligations under this Agreement and in compliance with applicable data protection laws.
To the extent that any personal data is shared between the Parties in connection with this Agreement, the Parties shall enter into a separate data processing agreement in a form reasonably satisfactory to both Parties.
The Reseller shall implement and maintain appropriate technical and organisational measures to protect any personal data it processes in connection with this Agreement against unauthorised access, loss, destruction, or alteration.
CONFIDENTIALITY
Each Party (“Receiving Party”) shall keep confidential and shall not, without the prior written consent of the other Party (“Disclosing Party”), disclose to any third party any Confidential Information of the Disclosing Party, except: (a) to its directors, officers, employees, agents, or professional advisers who have a need to know such information for the purposes of this Agreement and who are bound by obligations of confidentiality no less protective than those set forth herein; (b) as required by applicable law, regulation, or order of a competent court or regulatory authority; or (c) as otherwise expressly permitted under this Agreement.
The obligations of confidentiality shall survive the termination or expiry of this Agreement for a period of three (3) years, or, in the case of trade secrets, for as long as such information retains its status as a trade secret under applicable law.
Upon termination or expiry of this Agreement, each Party shall, at the Disclosing Party’s option, promptly return or destroy all Confidential Information of the Disclosing Party in its possession or control, and shall certify such return or destruction in writing upon request.
REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants to the other that:
it is duly organised, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation;
it has the full corporate power and authority to enter into and perform its obligations under this Agreement;
the execution and performance of this Agreement does not and will not violate any applicable law or any other agreement to which it is a party; and
this Agreement constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms.
The Reseller further represents and warrants that:
it possesses the necessary expertise, resources, and infrastructure to perform its obligations under this Agreement;
it shall comply with all applicable laws and regulations in connection with its reselling activities; and
it holds all required registrations, licences, permits, and approvals necessary for the lawful conduct of its reselling activities within the Territory, as further specified in Section 4.1.
Disclaimer. Except as expressly set forth in this agreement, the services are provided on an “as is” and “as available” basis. Saily makes no warranties, express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement. Saily does not warrant that the services will be uninterrupted, error-free, or secure, or that any defects will be corrected. Saily does not warrant or guarantee any specific level of network coverage, data speed, or connectivity.
LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, in no event shall either party be liable to the other party for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, or cost of procurement of substitute services, arising out of or in connection with this Agreement, regardless of the theory of liability (whether in contract, tort, negligence, strict liability, or otherwise), even if such party has been advised of the possibility of such damages.
To the maximum extent permitted by applicable law, Saily’s total aggregate liability arising out of or in connection with this Agreement shall not exceed the total amounts paid or payable by the Reseller to Saily under this agreement during the twelve (12) month period immediately preceding the event giving rise to the liability.
The limitations set forth in this Section 11 shall not apply to:
either Party’s indemnification obligations under Section 12;
the Reseller’s breach of Sections 7 (Intellectual Property) or 16 (Sanctions and Export Compliance);
either Party’s wilful misconduct or gross negligence; or
any liability that cannot be limited or excluded under applicable law.
The Reseller agrees that the exclusions and limitations specified in this Section apply even if the remedies are insufficient to cover all of the Reseller’s losses or damages or fail of their essential purpose, and that without these limitations, the pricing and commercial terms of this Agreement would be significantly different.
INDEMNIFICATION
Indemnification by the Reseller. The Reseller shall indemnify, defend, and hold harmless Saily, its parent companies, affiliates, subsidiaries, and their respective directors, officers, employees, agents, and successors (collectively, “Saily Indemnified Parties”) from and against all claims, demands, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable legal fees and costs of settlement) arising out of or in connection with:
any breach by the Reseller of these Terms or any Special Terms;
any regulatory breach, non-compliance, or enforcement action originating from or related to the Reseller’s reselling of Saily Services within the agreed Territory, including but not limited to failure to hold required registrations, licences, or permits;
any claim, fine, penalty, or liability arising from the Reseller’s failure to comply with applicable laws and regulations in connection with its reselling activities, including data protection, consumer protection, telecommunications, tax, and advertising regulations;
any breach of Section 16 (Sanctions and Export Compliance);
any misuse, infringement, or unauthorised use of Saily’s Intellectual Property or Marks by the Reseller or any party within the Reseller’s network;
any fraudulent, deceptive, or misleading conduct by the Reseller in connection with the marketing, promotion, or resale of the Services; and
any third-party claim arising out of or related to the Reseller’s acts or omissions in the performance of this Agreement.
Indemnification by Saily. Saily shall indemnify and hold the Reseller harmless from and against all liabilities, damages, and costs (including reasonable legal fees) arising out of any third-party claim that Saily’s technology used to provide the Services infringes or misappropriates any copyright, trade secret, patent, or trademark right of a third party. Saily shall have no obligations under this section arising from the use of any Services in a modified form or in combination with materials, products, or services not furnished by Saily.
Indemnification Procedure. The indemnified party shall:
promptly notify the indemnifying party in writing of any claim for which indemnification is sought;
grant the indemnifying party sole and exclusive control over the defence and settlement of such claim; and
provide reasonable cooperation to the indemnifying party at the indemnifying party’s expense. The indemnifying party shall not acquiesce to any judgement or enter into any settlement that imposes any obligation or liability on the indemnified party without the indemnified party’s prior written consent.
TERM AND TERMINATION
Term. This Agreement shall commence on the date of its execution by both Parties (the “Effective Date”) and shall remain in force for the initial period specified in the Special Terms, unless earlier terminated in accordance with this Section 13 (the “Term”). Upon expiry of the initial period, the Term shall automatically renew for successive periods as specified in the Special Terms, unless either Party provides written notice of non-renewal at least thirty (30) calendar days prior to the end of the then-current period.
Termination for Convenience by Saily. Saily may terminate this Agreement at any time, for any reason or for no reason, at its sole discretion, by providing the Reseller with written notice of at least five (5) calendar days prior to the effective date of termination. The Reseller acknowledges and agrees that this termination right is reasonable given the nature of the Services, the dynamic regulatory environment governing eSIM and telecommunications services, and Saily’s legitimate business interests.
Termination for Convenience by the Reseller. The Reseller may terminate this Agreement for convenience by providing Saily with written notice of at least thirty (30) calendar days prior to the intended effective date of termination, unless a different notice period is specified in the Special Terms.
Termination for Cause. Either Party may terminate this Agreement with immediate effect by written notice to the other Party if:
the other Party commits a material breach of this Agreement and, where such breach is capable of remedy, fails to remedy such breach within fifteen (15) calendar days after receipt of written notice specifying the breach;
the other Party ceases or threatens to cease to carry on business, or becomes subject to insolvency, bankruptcy, liquidation, receivership, administration, or similar proceedings, and such proceedings are not dismissed within sixty (60) calendar days; or
the other Party is in breach of Section 16 (Sanctions and Export Compliance).
Immediate Termination by Saily. Without prejudice to Section 13.4, Saily may terminate this Agreement and suspend the Reseller’s access to the Services immediately and without prior notice if:
the Reseller is in breach of Section 16 (Sanctions and Export Compliance);
continued performance of this Agreement would cause Saily to violate any applicable law, regulation, or order of any competent authority;
the Reseller engages in or is reasonably suspected of engaging in fraudulent, deceptive, or criminal activity; or
Saily determines, in its reasonable discretion, that the Reseller’s conduct poses a material risk to Saily’s reputation, operations, or regulatory standing.
Effects of Termination. Upon termination or expiry of this Agreement:
all licences and rights granted to the Reseller under this Agreement shall immediately cease;
the Reseller shall immediately cease all marketing, promotion, and resale of the Services and shall cease using the Marks;
the Reseller shall return or destroy all Confidential Information, marketing materials, and unsold Vouchers and Coupons in its possession;
all outstanding payment obligations shall become immediately due and payable; and
Saily may, at its discretion, honour or cancel any unredeemed Vouchers and Coupons already distributed to end users prior to the effective date of termination.
Survival. Sections 2 (Definitions), 7 (Intellectual Property), 8 (Data Protection), 9 (Confidentiality), 10.3 (Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), 13.6 (Effects of Termination), 16 (Sanctions and Export Compliance), and 18 (General Provisions) shall survive the termination or expiry of this Agreement.
INSURANCE
The Reseller shall obtain and maintain, at its own expense, commercially reasonable insurance coverage appropriate to its business activities under this Agreement, including general commercial liability insurance and professional indemnity insurance, with coverage limits reasonable for the nature and scope of the Reseller’s operations. The Reseller shall provide evidence of such insurance to Saily upon written request.
FORCE MAJEURE
Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement (other than payment obligations) to the extent that such failure or delay is caused by circumstances beyond the reasonable control of the affected Party, including but not limited to acts of God, natural disasters, epidemics, pandemics, war, armed conflict, terrorism, civil unrest, government actions, sanctions, embargoes, changes in law, power failures, internet outages, or failures of telecommunications infrastructure (“Force Majeure Event”).
The affected Party shall:
promptly notify the other Party in writing of the Force Majeure Event and its expected duration;
use reasonable efforts to mitigate the effects of the Force Majeure Event; and
resume performance as soon as reasonably practicable. If a Force Majeure Event continues for a period exceeding ninety (90) calendar days, either Party may terminate this Agreement by written notice to the other Party.
SANCTIONS AND EXPORT COMPLIANCE
Compliance Obligation. The Reseller represents, warrants, and covenants that it shall comply with all applicable Sanctions and export control laws and regulations throughout the entire Term of this Agreement. The Reseller’s sanctions compliance obligations shall be no less stringent than those applied by Saily, and the Reseller shall implement and maintain appropriate policies, procedures, and internal controls to ensure full compliance with all applicable Sanctions.
Representations and Warranties. The Reseller represents and warrants that, throughout the entire Term, neither it nor any of its direct or indirect shareholders, beneficial owners, principals, directors, officers, employees, agents, representatives, sub-resellers, or distributors are:
designated on, or owned or controlled (directly or indirectly) by any person or entity designated on, any Sanctions list maintained by OFAC (including the SDN List), the U.S. Department of State, the U.S. Department of Commerce (including the Entity List, Denied Persons List, and Unverified List), the United Nations Security Council, the European Union, any EU Member State, the United Kingdom (including the OFSI Consolidated List), or any other applicable governmental authority;
located, organised, incorporated, or resident in any country or region that is the target of comprehensive Sanctions or embargoes, including but not limited to Belarus, Cuba, Iran, North Korea, Russia, Syria, or the restricted regions of Ukraine (Crimea, Donetsk, Luhansk, Zaporizhzhia, and Kherson); or
otherwise the target of any applicable Sanctions that would prohibit or restrict the transactions contemplated by this Agreement.
Prohibited Conduct. The Reseller shall not, directly or indirectly:
export, re-export, transfer, sell, distribute, or otherwise make available any Vouchers, Coupons, or access to the Services to any person, entity, or destination in violation of applicable Sanctions or export control laws;
use the proceeds of sales under this Agreement in any manner that would result in a violation of Sanctions;
engage in any transaction or activity that would cause Saily to be in violation of applicable Sanctions; or
facilitate, assist, or participate in any activity designed to circumvent or evade any applicable Sanctions.
Ongoing Monitoring and Notification. The Reseller shall implement and maintain a sanctions screening programme appropriate to its business activities under this Agreement. The Reseller agrees to notify Saily immediately in writing if it or any party listed in Section 16.2 becomes subject to Sanctions, or if any of the representations or warranties made in this Section 16 are or become inaccurate.
Consequences of Breach. Any breach of this Section 16 shall constitute a material breach of this Agreement entitling Saily to immediately terminate this Agreement and suspend all Services without prior notice. The Reseller shall indemnify the Saily Indemnified Parties against all losses, damages, costs, fines, penalties, and expenses arising from any breach of this Section 16.
ANTI-BRIBERY AND ANTI-CORRUPTION
Each Party shall comply with all applicable anti-bribery and anti-corruption laws and regulations, including without limitation the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act 2010, and any equivalent legislation in the Territory.
The Reseller shall not, and shall procure that its officers, directors, employees, agents, and representatives do not, directly or indirectly, offer, promise, give, demand, or accept any undue financial or other advantage in connection with the performance of this Agreement.
GENERAL PROVISIONS
Governing Law. The Agreement shall be governed by and construed in accordance with the laws of England and Wales.
Dispute Resolution. The Parties shall endeavor in good faith to resolve any dispute, claim, controversy, or disagreement relating to or arising out of these the Agreement, or the subject matter of the Agreement (“Dispute”), by negotiation. Any Dispute which remains unresolved 30 (thirty) days after either Party gives written notice of the existence of such Dispute, may be referred for final resolution as described hereunder:
Dispute evaluated by the complaining party to be worth USD 100,000.00 (one hundred thousand) or more shall be finally resolved under the Rules of Arbitration of the International Chamber of Commerce (“ICC”). Other Disputes shall be finally settled in London, United Kingdom by the competent courts of England and Wales.
The Arbitral proceedings shall take place in London, the United Kingdom and shall be conducted in English language. All communication between the Parties, the arbitral tribunal and the ICC shall be sent via emails unless decided otherwise by the arbitral tribunal after hearing the Parties’ opinion. To the maximum extent possible, the arbitration proceedings will be conducted by telephonic and/or video conferences, unless the arbitral tribunal decides otherwise after hearing the Parties’ opinion.
The final award in any arbitration under the Agreement shall be made by the arbitral tribunal within 180 (one hundred and eighty) days from the appointment of the presiding arbitrator, unless the arbitral tribunal concludes that the interest of justice requires that such limit be extended. Any extensions of this time period shall be confirmed by the ICC.
The Arbitral Tribunal shall award to the prevailing party, if any, all of its costs and fees. “Costs and fees” means all reasonable pre-award expenses of the arbitration, including the arbitrators’ fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and costs of legal representation, including all costs of in-house or internal lawyers, in the arbitration.
Except as may be required by law, neither a Party nor its representatives may disclose the existence, content, or results of any arbitration or court proceedings hereunder without the prior written consent of the other Party. The same obligation applies to the Arbitral Tribunal and the ICC.
Assignment. The Reseller shall not assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of Saily. Any purported assignment in violation of this provision shall be null and void. Saily may freely assign this Agreement to any affiliate, successor, or acquirer of all or substantially all of its assets or business related to the Services.
Amendments. Saily reserves the right to amend these Terms from time to time. Any material amendments will be communicated to the Reseller by email or by publishing the updated Terms. Continued reselling of the Services after notification of such amendments shall constitute acceptance of the amended Terms. Amendments shall not be applied retroactively.
Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed duly given when sent by email to the email address specified in the Special Terms, or to such other address as a Party may designate in writing. Notices to Saily shall also be sent to [email protected] and are deemed received on the next business day following transmission.
Entire Agreement. This Agreement (comprising these Terms, the Special Terms, and all schedules and annexes hereto) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications, representations, understandings, and agreements, whether oral or written, between the Parties relating to such subject matter.
Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if not capable of such modification, shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect.
Waiver. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any further exercise thereof or the exercise of any other right, power, or remedy.
No Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of the Parties and is not intended to, and shall not, confer any rights or remedies upon any third party, except as expressly provided in Section 12 (Indemnification) with respect to the Saily Indemnified Parties.
Conflict of Interests. Reseller shall notify Saily upon conclusion of any arrangement which would result in a direct conflict of interest with its obligations under the Agreement, including reselling any service or other product that competes with the Services.
Relationship of the Parties. Nothing in this Agreement shall be construed as creating a partnership, joint venture, franchise, fiduciary, or employment relationship between the Parties. Each Party is an independent contractor and shall be solely responsible for its own employees, taxes, and business operations.
Language. This Agreement is drawn up in the English language. If this Agreement is translated into any other language, the English language text shall prevail in the event of any conflict or discrepancy.
Acceptance. By entering into the Special Terms that incorporate these Terms by reference, by accepting these Terms electronically, or by commencing any reselling activity in respect of Saily Services, the Reseller confirms that it has read, understood, and agrees to be bound by these Terms in their entirety. These Terms do not require a separate signature and shall become binding upon the Reseller’s acceptance of the Special Terms.