RESELLER TERMS AND CONDITIONS

Our products take care of all printed items (a complete list is nonexhaustive), and souvenirs for both personal and business purposes. Whatever the occasion or use-case for your print requirement, we have something to fit any budget. All our products can be accessed via our an innovative print portal www.printanything.ng; a holistic solution designed to get your Prints delivered fast.

We create bespoke designs, making it easy for you to order any print material online – from the convenience of your device irrespective of your location.

Our company structure guarantees widespread distribution; whilst ​offering limitless customisable solutions that meet high-quality print standards.

Majority of our clients find our products highly beneficial at weddings, seminars, offices, conferences, trade fairs, promotions and corporate events; with a variety of print products across marketing, branding, events, corporate and media campaigns.

Here is an overview of what we can offer:

1. Digital Printing
2. Sensory Printing
3. Security Printing
4. Presentation Packaging
5. Innovative personalisation and branding.
6. Highly competitive pricing,
7. Delivery either to you or your end customer with unbranded packaging.
8. NO OBLIGATION Quotes.

The Print Anything Reseller Opportunity creates an avenue for individuals, established institutions, and the general public to earn passive income by recommending ​our products and Services.

We support the following types of ​businesses as Print Anythings Resellers:

• Freelance Photographers or Graphic Designers looking to provide print products with their designs as an additional service to their clients.
• Entrepreneurs looking to build a Promotional Souvenir or Custom Branded Print Franchise,​
• Independent Marketers & Promoters.
• Advertising Agencies​,
• ​Media & Creative Agencies
• Event Planners wishing to offer our products as a value-added service to their clients,
• Procurement companies wishing to source our products on behalf of their established customers,

The following types of businesses are NOT eligible to be Print Anything Resellers:

• ​Companies which advertise and sell Print Products on a website (regardless of the size and scope of the rest of the product range) reasonably considered as a competitor to Print Anything Limited,
• Companies which own or control a website dedicated to Print products, print customised promotional tech, and source their products and services from any other source other than Print Anything​,
• Companies which might otherwise reasonably be considered as a competitor to Print Anything​.​

1. Free/ Basic Membership

Benefits:

• Unbranded packaging
• Exclusive Customer Care
• Super fast delivery (DHL Tracked)
• 5% discount pricing
• Your personal billing portal

1. Premium Membership

Requirements:

• Commitment Deposit: NGN 30,000.00/year
• Contract Terms: 1 Year (12 calendar months)

Benefits:

ALL the benefits of the Free Reseller Plan PLUS

• Unbranded packaging
• 10% EXTRA discount pricing
• Flat rate shipping all year round
• FREE sample kit
• 1 Month Free (First year contract term will be 13 calendar months)
• Free shipping for individual orders over NGN 50,000.00
• More opportunities for partnership & collaboration
• FREE Training if required.
• Business Development Mentorship.

Print Anything Limited (Print Anything) hereby outlines the following as terms and conditions to make the Reseller agreement binding on all parties to it. The Reseller expressly agrees to these terms and conditions in order to partake in the Reseller program.

Appointment and Authorization

This contract becomes binding once the Reseller’s Account becomes activated via the Print Anything print portal (www.printanything.ng). Once activated, Print Anything Limited authorizes the Reseller to market and resell Print Anything’s products listed on the Print Anything Print Portal.

Restrictions on Appointment

The Reseller shall only be allowed to market and resell items listed on the Print Anything Print Portal. And for other items of interest, only a written consent from Print Anything can permit marketing and resale by the Reseller.

Revision of Authorization

Print Anything may revise prices, discounts, and list of authorized products or Reseller Accounts as deemed fit without written consent of the Reseller but shall provide to the Reseller through an email notification any revisions.

Purchase Orders

The Reseller shall make all authorized product orders via the Print Anything Print Portal. The following shall be included in each order

The specific product(s) being ordered

The correct specifications of products being ordered (in full details)

The specific quantity of each product

An upload of the design in the required format (if available)

Whether or not the order is to be shipped directly to the Reseller or their client’s Shipping Address.

An appropriate and verified delivery address.

Virtual Proof

Print Anything shall provide virtual proof(s) of the final product design for approval to the Reseller per order.

Print Anything will not commence virtual proof design procedure until full payment for the order have been made through agreed channels. See Section 5.

Print Anything will not begin production on any orders until final approval by the Reseller has been issued and all change request charges (if any) have been paid.

The Reseller may not make further modifications or request changes to the final approved virtual proof design once approved. Per approval. Print Anything shall only accept approvals via email, or written consent.

Acceptance, Modification and Rejection of  Orders

By Notice: Within 5 (Five) Business Days of receiving a Purchase Order from the Reseller, Print Anything shall accept, reject, or propose a modification to the Purchase Order by sending the Reseller an “Email Notice” of its acceptance, rejection, or proposed modification.

Deemed Acceptance:  If Print Anything fails to notify the Reseller of its acceptance, rejection, or proposed modification, the Reseller may deem that Print Anything accepted the Purchase Order.

Modification: Print Anything may propose a modification to a Purchase Order by including in its notice to the Reseller a modified Purchase Order for the Reseller to accept or reject according to the acceptance and rejection procedures.

Cancellation of Orders

The Reseller may, at no expense to itself, cancel part or all of a Purchase Order prior to the Reseller giving Print Anything final approval for print production. Once production has started on such orders and the reseller hopes to cancel, all expenses accrued to the time of cancellation will be deducted from the cost of the order, and the remainder refunded.

Delivery

Print Anything shall ensure dispatch for delivery of products to the address and location provided by the Reseller, using courier service chosen by Print Anything. The cost of delivery shall be borne by the Reseller except when waived by Print Anything.

Risk of loss shifts on Delivery

Print Anything will remain liable for any damages, losses, or defects to the Products until the Products are delivered to the Reseller or their customer, after which, The Reseller or their customer will be solely liable for the products.

The below terms also apply when the product is delivered directly to the Reseller’s end customer. Since there is no binding business relationship between Print Anything and the Reseller’s end customer, Print Anything liaises only with the Reseller, and the Reseller is thereby responsible for communicating all acceptance or rejection of deliveries to Print Anything.

Inspection Period

The Reseller shall have 24 hours after delivery of an order, to inspect and test the Products for defects and to ensure the order meets the specifications of the applicable Purchase Order.

Acceptance

If in the Reseller’s opinion the Products satisfy the specifications of the applicable Purchase Order, the Reseller shall accept the Products and notify Print Anything that it has been accepted.

Deemed Acceptance

The Reseller actions shall  be deemed as an acceptance of delivered Products if:

• The Reseller fails to notify Print Anything on or before the expiration of the Inspection Period, or
• If during the Inspection Period, The Reseller sells or attempts to sell, or otherwise uses the Products beyond what is necessary for inspection and testing, and in a way a reasonable Person would consider consistent with The Reseller having accepting the delivery from Print Anything.

Rejection and Cure

If in The Reseller’s opinion, a delivered Product fails to meet the specifications of the applicable Purchase Order,

• The Reseller shall notify Print Anything clearly via email before elapse of inspection period, a written list detailing each failure and ensure acknowledgment from Print Anything, and
• Print Anything shall promptly deliver to The Reseller,  any Products necessary to remedy each failure, at no expense to The Reseller after receiving the rejected products.

Price for Reseller

The Reseller shall pay Print Anything’s listed price for each Product as listed on the individual Reseller Account Web Page minus given Reseller’s Discount.

Reseller Discount

The Reseller’s “Reseller Discount” is 5 percent (5%)  for a Free/Basic License, and 15 percent (15%) for a Premium License, which will be applied to the listed price of each unit of each Product at the time The Reseller places its order.

Resale Prices

The Reseller may determine its own retail prices, and may choose to take into account suggested retail prices provided by Print Anything.

Changes to Prices

• Notice of Upcoming Changes. When Print Anything revises its listed prices she is not required to give the Reseller any previous notice, but will duly notify the Reseller via email of any price revision.
• No Effect on Outstanding Purchase Orders. Changes to Print Anything’s listed prices will not affect any Purchase Orders already submitted and paid for before the revision was initiated.

Changes to Reseller Discount

Neither party will change the Reseller Discount without the other party’s written consent.

Invoice for Order Purchase

Print Anything shall invoice The Premium Reseller for the order purchase via the Online Billing Portal and Electronic Mail to the address provided during the Reseller registration process.

Invoice for Contract Renewal

Print Anything shall invoice The Premium Reseller for  license renewal within 4 (Four) Calendar Weeks leading up to the elapse of the initial term defined in (INITIAL TERM).

Failure to pay the Renewal fee before the elapse of the initial term, will result in deactivation of the Reseller account by Print Anything with prior notice.

Invoice for Delivery

Print Anything shall invoice The Reseller for each delivery of Products within 5 (five) Business Days’ after the Reseller accepts the delivery.

Invoice Procedure and Requirements

Print Anything shall make each invoice to The Reseller via email or the online Reseller billing portal including:

• an invoice date and number,
• the total amount due, and
• the calculation of the total amount, and

send each invoice to the Reseller specifying the Reseller’s:

• Name:
• Billing Address:
• Shipping Address:
• Email Address:

Payment

The Reseller shall pay each invoice within 5 (Five) Business Days’ after receiving invoice for delivery and Immediately after receiving Invoice for Order Purchases. Payment options include:

1. Payment via a Bank Debit or Credit Card.
2. Payment via Direct Bank Transfer to:

Account Name: Print Anything specifies directly below:

Account Number: 0222500770

Bank Name: GTBANK (Guaranty Trust Bank)

The Reseller shall pay all Taxes applicable to payments between the parties under this agreement.

Initial Term

The Initial term of this agreement will begin on account activation and continue for:

1. 13 Calendar months for the first year of the Premium License
2. 12 Calendar months for subsequent years; for the Premium License
3. On a rolling basis for the Free/Basic License.

Election Not To Renew

Either party may elect not to renew this agreement at the end of the initial term under the following provisions:

1. Print Anything may elect not to renew by expressly notifying the Reseller in writing within 4 (Four) Calendar weeks of the expiry of the initial term, stating reasons for nonrenewal. In this case, Print Anything may allow for the initial term to elapse before deactivation of the Reseller account.
2. The ‘Premium’ Reseller may elect not to renew by informing Print Anything of its decision not renew within 4 (Four) Calendar Weeks before the expiry of the initial term.

Mutual Representations

• Authority and Capacity: The parties have the authority and capacity to enter into this agreement.
• Execution and Delivery: The parties have duly executed and delivered this agreement.
• Enforceability: This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.
• No Conflicts: Neither party is under any restriction or obligation that the party could reasonably expect might affect the party’s performance of its obligations under this agreement.
• No Breach: Neither party’s execution, delivery, or performance of its obligations under this agreement will breach or result in a default under
  • its articles, bylaws, or any unanimous shareholders agreement,
  • any Law to which it is subject,
  • any judgment, Order, or decree of any Governmental Authority to which it is subject, or
  • any agreement to which it is a party or by which it is bound.
• Permits, Consents, and Other Authorizations: Each party holds all Permits and other authorizations necessary to conduct its business as it is now carried on.
• No Disputes or Proceedings: There are no Legal Proceedings pending, threatened, or foreseeable against either party, which would affect that party’s ability to complete its obligations under this agreement.
• No Bankruptcy: Neither party has taken or authorized any proceedings related to that party’s bankruptcy, insolvency, liquidation, dissolution, or winding up.

Print Anything’s Representations

• Existence: Print Anything is a corporation incorporated and existing under the Laws of the jurisdictions of its incorporation.
• Ownership: Print Anything is the sole owner of the Products, free of any claims by a third party or any Encumbrance.
• Legal Right: Print Anything has the exclusive right to transfer the Products.
• No Infringement: Print Anything’s sale of the Products does not infringe on or constitute a misappropriation of the Intellectual Property or other rights of any third party.

No Transfer of Intellectual Property

Nothing in this agreement will function to transfer any of either party’s Intellectual Property rights to the other party

Use of Virtual Proof

All designs made by Print Anything’s design team for the Reseller, shall only be utilised in the production of items in Print Anything Reseller scheme for that order. Any copying or reproduction of graphic designs for the purpose of providing services to another client within or outside the Reseller scheme is prohibited except by express written consent from Print Anything.

Retain Existing Intellectual Property

Each party will retain exclusive interest in and ownership of its Intellectual Property developed before this agreement, or developed within and outside the scope of this agreement.

Marketing

The Reseller shall use reasonable efforts to market, advertise, and otherwise promote and sell Print Anything Products.

Records and Reports

• Maintain Records and Reports. For [1] year after the expiration or termination of this agreement, The Reseller shall maintain records of its sales under this agreement.
• Reports to Print Anything. On Print Anything’s reasonable request, The Reseller shall provide Print Anything with reports describing its sales of Product in the Territory, including the number of Product sold, the dates and individual resale prices of the Product sold, and remaining inventory on hand where necessary.

Each Party Shall:

• comply with all applicable Laws and
• notify the other party if it becomes aware of any non-compliance in connection with this section.

Consent

Neither parties to this agreement will use the other party’s name, logo, or trademarks, or issue in any press release or public announcement regarding this agreement, without the other party’s written consent, unless required by Law.

Cooperation

Both parties shall cooperate to draft together all appropriate press releases and other public announcements relating to the subject matter of this agreement and the relationship between the parties.

No Unreasonable Delay

The parties will not unreasonably withhold or delay their consent to press releases or public announcements.

Termination on Notice

Print Anything may terminate this agreement for any reason, at any time by providing written notice to the Reseller. A prorated refund of the initial deposit will be issued to the Reseller provided that the reason for termination is not as result of the Reseller’s material breach. Termination under this provision is with immediate effect.

Termination for Material Breach

Each party may terminate this agreement with immediate effect by delivering written notice of the termination to the other party, when

• the other party fails to perform, has made or makes mistakes termed as inaccuracy, or otherwise materially breaches, any of its obligations, covenants, or representations, and
• the failure, inaccuracy, or breach continues for a period of 7 (seven) Business Days’ after the injured party delivers written notice to the breaching party reasonably detailing the breach.

Termination for Insolvency

If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with a written notice and it shall go into immediate effect.

Termination of Obligations

On termination or expiration of this agreement, each party’s rights and obligations under this agreement will cease its validity immediately.

Payment Obligations

Even after termination or expiration of this agreement, each party shall

• pay any amounts it owes to the other party, including payment obligations for services already rendered, work already performed, goods already delivered, goods in production phase or expenses already incurred, and
• refund any payments received but not yet earned, including payments for services not rendered, work not performed, or goods not delivered, expenses forwarded.

No further Liability

On termination or expiration of this agreement, neither party will be liable to the other party, except for liability:

• that arose before the termination or expiration of this agreement, or
• arising after the termination or expiration of this agreement and in connection with sections [CONFIDENTIALITY], [TAXES], or [TERMINATION].

Indemnification by the Reseller

The Reseller (as an indemnifying party) shall indemnify Print Anything (as an indemnified party) against all losses and expenses arising out of any proceeding

• brought by either a third party or Print Anything, and
• arising out of The Reseller’s breach of its obligations, representations, warranties, or covenants found in this agreement.

Indemnification by Print Anything

Print Anything (as an indemnifying party) shall indemnify The Reseller (as an indemnified party) against all losses and expenses arising out of any proceeding

• brought by a third party, and
• arising out of a claim that The Reseller’s sale of Products infringes the third party’s Intellectual Property rights.

Mutual Idemnification

Either party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses arising out of any proceeding

• brought by either a third party or an indemnified party, and
• arising out of the indemnifying party’s willful misconduct or gross negligence.

Exclusions

Print Anything will not be required to indemnify The Reseller against losses if it can be proved that the Reseller acted unlawfully, negligently, or intentionally to cause those losses.

Notice and Failure to Notify

• Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall
  • notify the indemnifying party of the indemnifiable proceeding, and
  • deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.
• Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying part will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party’s failure.

Defense

The indemnifying party may elect to defend the indemnified party in the proceeding by giving prompt written notice after receiving notice of the proceeding.

Authority to Contest, Pay or Settle

The indemnifying party may contest, pay, or settle the proceeding without obtaining the indemnified party’s consent, only if the indemnifying party’s decision:

• does not require the indemnified party to make any admission that it acted unlawfully,
• does not affect any other legal proceeding against the indemnified party,  
• provides that the indemnifying party will pay the claimant’s monetary damages in full, and
• requires claimant release of the indemnified party from all liability related to the proceeding.

Exclusive Remedy

The parties’ right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section [INDEMNIFICATION].

Mutual Limitation on Liability

Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.

Print Anything’s Maximum Liability

Print Anything’s aggregate liability under this agreement will not exceed the amount of fees The Reseller has paid to Print Anything.

Entire Agreement

The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that are referenced in this agreement and refer to this agreement:

• represent the final expression of the parties’ intent and agreement between the parties relating to the subject matter of this agreement,
• contain all the terms the parties agreed to relating to the subject matter, and
• replace all the parties’ previous discussions, understandings, and agreements relating to the subject matter.

Counterparts

• Signed in Counterparts. This agreement may be signed in any number of counterparts.
• All Counterparts Original. Each counterpart is an original.
• Counterparts Form One Document. Together, all counterparts form one single document.

Severability

If any part of this agreement is declared unenforceable or invalid, the remainder shall continue to be valid and enforceable.

Amendment

This agreement can be amended only by a writing signed by both parties with exemption to the enforcing parties on grounds it deems fit.

Assignment

Neither of both parties shall assign this agreement or any of their rights or obligations under this agreement without the other party’s written consent to a third party unknown.

Notices

• Form of Notice. All notices between the parties must be in writing.
• Method of Notice. The parties shall give all notices and communications between the parties by
  • personal delivery,
  • a nationally-recognized, next-day courier service,
  • first-class registered or certified mail, postage prepaid,
  • fax, or
  • electronic mail from and to the party’s address specified in this agreement, or to the address that a party has notified to be that party’s address for the purposes of this section.
• Receipt Notice. A notice given under this agreement will be effective on
  • the other party’s receipt of it, or
  • if posted, on the earlier of the other party’s receipt of it and the Third Business Day after mailing it.

Dispute Resolution Through Arbitration

• “Any dispute arising out of or in connection with this Reseller Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Lagos Court of Arbitration (“LCA”) Rules.
• The number of arbitrator(s) shall either be one.
• The seat or legal place of arbitration shall be in Lagos, Nigeria.
• The language to be used in the arbitral proceedings shall be English.
• The governing law of the contract shall be the substantive law of Nigeria.

Note: Arbitration is a flexible and consensual means of resolving commercial disputes through a binding and enforceable process using Impartial decision makers – also known as “arbitrators”.

Governing Law

This agreement, and any dispute arising out of it, shall be governed by laws of the Federal Republic of Nigeria.

Waiver

• Affirmative Waivers. Neither party’s failure or neglect to enforce any of rights under this agreement will be deemed to be a waiver of that party’s rights.
• Written Waivers. A waiver or extension is only effective if it is in writing and signed by the party granting it.
• No General Waivers. A party’s failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.
• No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

Force Majeure

Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.

Interpretation

• References to Specific Terms

• Accounting Principles. Unless otherwise specified, where the character or amount of any asset or liability, item of revenue, or expense is required to be determined, or any consolidation or other accounting computation is required to be made, that determination or calculation will be made in accordance with the generally accepted accounting principles defined by the professional accounting industry in effect in Nigeria.

• Currency. Unless otherwise specified, all currency amounts in this agreement refer to NGN (Nigerian Naira)

• “Including.” Where this agreement uses the word “including,” it means “including without limitation,” and where it uses the word “includes,” it means “includes without limitation.”

• “Knowledge.” Where any representation, warranty, or other statement in this agreement, or in any other document entered into or delivered under this agreement,] is expressed by a party to be “to its knowledge,” or is otherwise expressed to be limited in scope to facts or matters known to the party or of which the party is aware, it means:

• the then-current, actual knowledge of the directors and officers of that party, and

• the knowledge that would or should have come to the attention of any of them had they investigated the facts related to that statement and made reasonable inquiries of other individuals reasonably likely to have knowledge of facts related to that statement.

• Statutes, etc. Unless specified otherwise, any reference in this agreement to a statute includes the rules, regulations, and policies made under that statute and any provision that amends, supplements, supersedes, or replaces that statute or those rules or policies.

• Number and Gender. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.

• Headings. The headings used in this agreement and its division into sections, schedules, exhibits, appendices, and other subdivisions do not contribute to its interpretation.

• Internal References. References in this agreement to sections and other subdivisions are to those parts of this agreement.

• Calculation of Time. In this agreement, a period of days begins on the first day after the event that began the period and ends at 5:00 p.m. [GMT + 1] Time on the last day of the period. If any period of time is to expire, or any action or event is to occur, on a day that is not a Business Day, the period expires, or the action or event is considered to occur, at 5:00 p.m. [GMT + 1] Time on the next Business Day.

• Construction of Terms. The parties have each participated in settling the terms of this agreement. Any rule of legal interpretation to the effect that any ambiguity is to be resolved against the drafting party will not apply in interpreting this agreement.
• Conflict of Terms. If there is any inconsistency between the terms of this agreement and those in any schedule to this agreement or in any document entered into under this agreement, the terms of this agreement will prevail. The parties shall take all necessary steps to conform the inconsistent terms to the terms of this agreement.

Binding Effect

This agreement will benefit and bind the parties and their respective successors and permitted assigns.

• • “Print Anything” means Print Anything Limited RC 1337919
  • “The Reseller” means the authorised person under this agreement to market and sell Products on the Print Anything Print portal.
  • “Print Anything Print Portal” means www.printanything.ng
  • “Business Day” means a day other than a Saturday, a Sunday, or any other day on which the principal banks located in Nigeria are not open for business.
  • “Delivery Date” is defined in section [ORDERS].
  • “Effective Date” is defined in the introduction to this agreement.
  • “Encumbrances” means any pledges, liens, charges, security interests, leases, title retention agreements, mortgages, restrictions, developments or similar agreements, easements, rights-of-way, title defects, options, adverse claims, or encumbrances of any kind.
  • “Governmental Authority” means
    • any federal, state, local, or foreign government, and any political subdivision of any of them,
    • any agency or instrumentality of any such government or political subdivision,
    • any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that its rules, regulations or orders have the force of law), and
    • any arbitrator, court or tribunal of competent jurisdiction.
  • “Initial Term” is defined in section [TERM].
  • “Intellectual Property” means any and all of the following in any jurisdiction throughout the world
    • trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing,
    • copyrights, including all applications and registrations related to the foregoing,
    • trade secrets and confidential know-how,
    • patents and patent applications,
    • websites and internet domain name registrations, and
    • other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys’ fees for past, present, and future infringement, and any other rights relating to any of the foregoing).
  • “Inspection Period” is defined in section [ACCEPTANCE AND REJECTION OF PRODUCT DELIVERIES].
  • “Law” means
    • (a) any law (including the common law), statute, bylaw, rule, regulation, order, ordinance, treaty, decree, judgment, and
    • (b) any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any Governmental Authority having the force of law.
  • “Legal Proceeding” means any claim, investigation, hearing, legal action, or other legal, administrative, arbitral, or similar proceeding, whether civil or criminal (including any appeal or review of any of the foregoing).
  • “Permits” means all material licenses, franchises, permits, certificates, approvals, and authorizations, from Governmental Authorities necessary for the ownership and operation of the party’s business.
  • “Person” includes
    • (a) any corporation, company, limited liability company, partnership, Governmental Authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and
    • (b) any individual.
  • “Products” means the goods and services listed in [ATTACHMENT], attached to this agreement.
  • “Purchase Order” is defined in section [ORDERS].
  • “Reseller Discount” is defined in section [PRICE].
  • “Taxes” includes all taxes, assessments, charges, duties, fees, levies, and other charges of a Governmental Authority, including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value-added and all other taxes of any kind for which a party may have any liability imposed by any Governmental Authority, whether disputed or not, any related charges, interest or penalties imposed by any Governmental Authority, and any liability for any other person as a transferee or successor by Law, contract or otherwise.
  • “Territory” means the geographical area the Reseller is authorized to market and resell the Products on the Print Anything Print Portal.

This agreement is agreed between The Reseller & Print Anything, RC-1337919, whose registered office is at Right Wing Ground Floor, NAIC House, Central Area, Abuja, herein referred to as ‘Print Anything Nigeria’.

and

The above applicant with Reseller Information in Section 1 Above, herein referred to as ‘‘the Reseller”

THIS AUTHORIZED Reseller AGREEMENT IS APPLICABLE FOR AN INDIVIDUAL OR ORGANISATION WHO REGISTERS AS AN AUTHORIZED Reseller WITH PRINT ANYTHING NIGERIA.

AUTHORIZED Reseller  AGREES TO THE TERMS AND CONDITIONS OF THIS DOCUMENT TO BE ABLE TO RESELL PRODUCT AND SERVICES OFFERED BY PRINT ANYTHING NIGERIA.

It is hereby agreed as follows:

• In this Agreement, unless the context otherwise requires, ‘Confidential Information’ means all information in respect of the business of Print Anything Nigeria, including, but not limited to, any ideas, business methods, prices, finance, marketing, research, development, manpower plans, processes, market opportunities, intentions, design rights, product information, customer lists or details, trade secrets, computer systems and software, know-how or listings imparted by Print Anything Nigeria, and other matters connected with the products or services manufactured, marketed, provided or obtained by Print Anything Nigeria, and information concerning Print Anything Nigeria’s relationships with actual or potential clients or customers, or other Resellers alike, and the needs and requirements of such clients’ customers’, or Reseller operations.

• Obligation of Confidentiality

• The Reseller agrees to treat as confidential all information supplied by or on behalf of Print Anything Nigeria in connection with Print Anything Nigeria’s business and all other confidential aspects of the business as defined in ‘1’ above.
• This obligation of confidentiality does not apply to:

1. any information received from a third party who was legally free at the time
2. any information already in the public domain.

• The Reseller shall not, without the prior written consent of Print Anything Nigeria, permit any of the Confidential Information:
• to be disclosed, except to those of Print Anything Nigeria’s Resellers who may need to have
• to be copied or reproduced; or to be commercially exploited in any way; or to pass outside the control of the Reseller.
• The Reseller will keep a record of Confidential Information received and of the people holding that information and will make that available to Print Anything Nigeria on request.
• The Reseller will return to Print Anything Nigeria all documents containing Confidential Information and all copies of those documents on demand which are in their possession or under their control, and for this purpose the term ‘documents’ includes computer discs, data drives, and all other materials capable of storing data and information.
• The Reseller agrees that the entire content of this document is considered legally binding in the event of any legal redress.

Further to all the stated above;

• It is understood that as part of my duties with Print Anything Nigeria, I may come in contact with procurement sensitive information or proprietary business information, vendors, third parties (e.g., cost data).
• I, as a Reseller of Print Anything Nigeria, certify that I will not disclose, publish, divulge, release, or make known, in any manner or to any extent, to any individual other than an appropriate or authorized Reseller, the content of any sensitive or nonsensitive information/resources provided.
• I understand that for the purpose of this agreement, sensitive and nonsensitive information/resources is to include any type and kind of data, contract information, plans, strategies and any other information that may be deemed sensitive and nonsensitive.
• I further certify that I will use proprietary business information only for official purposes in the performance of my duties as a Reseller
• I hereby agree not to disclose to others any contractual information, including, but not limited to, proprietary information, trade secrets, financial data, technical proposals.
• I agree that the described information is “inside information” and shall not be used for private gain by myself or another person, particularly one with whom I have family, business, or financial ties.
• For the purposes of this agreement, “inside information” means information obtained under official, specific, approved, private, state or federal authority which has not become part of the body of public information. I specifically will not disclose any such information to Resellers or any other contractor Resellers who have not signed this agreement. I will take all reasonable precautions to prevent the unauthorized disclosure and use of such information.
• I hereby certify that I have read the non-disclosure agreement described above and I am familiar with the directives and policies governing the disclosure of  sensitive and nonsensitive information.
• I will fully and completely observe these directives and will not disclose such information to any unauthorized person, or use any information obtained for private use or gain at any time, including subsequent to the performance of duties.
• I agree that this agreement is binding all through my engagement with Print Anything Nigeria and  for 10 years after my exit from this agreement.
• I agree that failure to adhere to all the above, Print Anything Nigeria have the powers to seek legal redress.

As agreed by The Reseller

Signed

Valentine E.  Adejoh

Head, Business Development

For and on behalf of Print Anything Nigeria