Distributor Agreement

1. Parties

This Agreement is between VoicePro Plus Limited, a company incorporated in England and Wales with company number 14520016 ("VoicePro", "we", "us"), and the business identified in the signing envelope that accepts these terms ("Distributor", "you", "your").

VoicePro supplies mobile services under the VoicePro Plus brand, sold to customers through shops registered with VoicePro as Retail Partners.

Distributor reaches independent shops in the United Kingdom and wishes to bring them to VoicePro as Retail Partners, on the terms below.

2. Appointment as a Distributor

Once our checks in Clause 10 are complete and these terms are signed, VoicePro appoints Distributor as a non-exclusive distributor of VoicePro Plus services to shops in the United Kingdom.

The appointment is personal to Distributor. Distributor may not assign, sub-license or transfer it without our prior written consent.

Distributor does not sell to customers under this Agreement. A Distributor that also sells to customers at its own shop does so as a Retail Partner, under a Retail Partner Agreement signed for that shop.

Before appointment, Distributor gives VoicePro a forecast of the shops it will bring and the Activations it expects from them in its first three months. The forecast is a plan, not a commitment, and there is no minimum order.

Either party may end the appointment under Clause 13.

3. Shops Distributor brings

Each shop Distributor brings applies to VoicePro as a Retail Partner and signs its own Retail Partner Agreement with VoicePro. VoicePro decides whether to accept each shop.

Once VoicePro accepts a shop, VoicePro links it to Distributor in the Partner Portal. A shop is linked to one Distributor at a time. VoicePro may move or remove a link where a shop asks or where Distributor no longer serves it, and tells Distributor when it does.

An "Activation" is a UK plan sold and paid for at the till of a shop linked to Distributor at the time of the sale.

4. SIM cards on consignment

Distributor never buys, holds or pays for VoicePro SIM cards. VoicePro sends blank SIM cards to each linked shop on consignment, as set out in that shop's Retail Partner Agreement: a starter stack, then refills that replace the cards the shop has sold.

SIM cards stay VoicePro's property at all times. A card works only once a customer pays for a plan at the till, and VoicePro may switch off any card that is lost, stolen or left unsold for 90 days.

Distributor may help a shop place, display and count its cards, but does not take cards from one shop to another without VoicePro's agreement.

5. Override

VoicePro pays Distributor an override for each Activation, at the rates in Schedule A. Schedule A forms part of this Agreement; it is attached to the copy Distributor signs and shown in the Partner Portal.

The rate for each month is set by the monthly average of Activations in the previous calendar quarter, as Schedule A sets out, so it is reviewed every quarter.

An Activation that is reversed within 30 days of the sale (for a refund, chargeback, cancellation or port-out) earns no override.

VoicePro sends Distributor a statement for each month in the Partner Portal and pays it by bank transfer to Distributor's checked bank account once the 30 days after the month's end have passed. Distributor tells VoicePro of any error in a statement within 30 days of its payment; after that the statement is final.

The override is Distributor's only payment under this Agreement. VoicePro pays Distributor no customer share or VPXN. The rates exclude VAT: if Distributor is registered for VAT, it adds VAT to each statement and sends VoicePro a VAT invoice for it.

VoicePro may change Schedule A on 30 days' written notice. A change never applies to Activations made before it.

6. Working with shops

Distributor brings only shops that trade in the United Kingdom, and never a business it knows or reasonably suspects will sell outside the United Kingdom, for more than the published price, or for fraud.

Distributor describes VoicePro Plus services, plans and prices only as VoicePro publishes them, and never promises a shop or a customer anything VoicePro has not published.

Distributor never takes payment from customers, never sells a plan for a shop, and never tries to obtain SIM identifiers (ICCIDs) other than those of the cards at the shops it serves. Doing so is grounds for immediate termination.

Distributor keeps a record of the shops it brings and its visits to them for at least 6 months, and shows it to VoicePro on request.

7. Branding and marketing

Distributor may use the VoicePro Plus name and logo, and the materials VoicePro provides, only to bring shops to VoicePro in the United Kingdom.

Distributor may not change, alter or co-brand VoicePro Plus materials without our written consent, and may not register any domain, trade mark or social-media handle containing the VoicePro Plus name or logo or anything confusingly similar.

8. Customer data

Customers register with VoicePro directly. Distributor does not collect, view, store or process customer personal data, and is not a data processor or data controller of customer data.

If Distributor receives any customer personal data by accident, it does not keep or use it and disposes of it securely within 24 hours.

9. Law, bribery and sanctions

Distributor complies with all applicable laws, including the Bribery Act 2010, the Modern Slavery Act 2015, UK financial sanctions and Ofcom's rules on selling mobile services.

Distributor will not directly or indirectly offer, give, ask for or accept any bribe in connection with this Agreement.

Distributor refuses to sell to any person it knows to be on a published UK sanctions list.

10. Our checks before and during the appointment

Before appointing Distributor, VoicePro checks: (a) its Companies House or sole-trader registration, (b) proof of its trading address, (c) photo ID and proof of address for each person owning 25% or more, (d) a bank account in its legal name, (e) a credit reference check on the business, and (f) whether any director is disqualified, and the insolvency history of the business and its directors.

VoicePro keeps a record of these checks and repeats them on each anniversary of appointment, on a change of control, on any law-enforcement request, or where our risk indicators call for it. Distributor tells VoicePro within 14 days of any change to the details in (a) to (d).

Our identity-verification provider may process these documents for us. They are kept for the life of this Agreement plus five years, as the Money Laundering Regulations 2017 require.

11. Data protection

For data about Distributor's own staff and business, VoicePro is the data controller and processes it under the VoicePro Plus Privacy Policy.

For customer data, VoicePro is the only data controller.

12. Visits and audits

VoicePro may, on reasonable notice and during business hours, visit Distributor's premises and check its records to confirm it is keeping to this Agreement, no more than twice in any 12 months unless we reasonably suspect a breach.

Distributor gives reasonable access and help. VoicePro pays for the audit unless it finds a material breach, in which case Distributor pays VoicePro's reasonable audit costs.

13. Term and termination

This Agreement runs for 12 months from the last signature, then continues month to month until either party gives 30 days' written notice.

VoicePro may end it at once, without notice, for: (a) a material breach not put right within 14 days of written notice, (b) any breach of Clauses 6 (working with shops), 9 (law, bribery and sanctions) or 10 (checks), (c) insolvency or a similar event, or (d) conduct that brings the VoicePro Plus brand into disrepute.

Distributor may end it on 30 days' written notice for any reason.

On termination, VoicePro pays the override on Activations made before the end date, on the usual monthly statements, and Distributor stops using VoicePro Plus materials and destroys any confidential information of VoicePro it holds. Shops linked to Distributor stay Retail Partners of VoicePro and keep their SIM cards on their own agreements.

14. Liability

Nothing in this Agreement limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

Subject to that, each party's total liability to the other under this Agreement is limited to the greater of £25,000 and the override VoicePro paid Distributor in the 12 months before the event giving rise to the claim.

Neither party is liable for indirect, consequential, special or punitive loss, or for loss of profit, revenue, goodwill or expected savings.

Distributor will indemnify VoicePro against any loss, claim or expense (including reasonable legal costs) arising from Distributor's breach of Clauses 6 (working with shops), 8 (customer data) or 9 (law, bribery and sanctions).

15. Events beyond either party's control

Neither party is liable for delay or failure caused by events beyond its reasonable control, including fire, flood, war, terrorism, civil unrest, government action, pandemic, an outage at an upstream network, or the failure of a critical third-party provider (such as a network, payment, delivery, hosting or identity-verification provider), provided it gives prompt notice and takes reasonable steps to limit the effect.

16. Governing law and disputes

This Agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Before starting court proceedings, the parties try to settle any dispute by good-faith discussion between directors for 30 days. If that fails, either party may refer it to mediation through the Centre for Effective Dispute Resolution (CEDR) before starting proceedings.

17. General

This Agreement, with the VoicePro Plus Acceptable Use Policy, is the entire agreement between the parties.

A change to this Agreement is effective only if made in writing and signed (electronically or otherwise) by both parties, except a change to Schedule A made on notice under Clause 5.

If any provision is held unenforceable, the rest continues in full force.

This Agreement creates no partnership, joint venture, agency or employment.

A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999.

18. Notices

VoicePro Plus Limited, Level 18, 40 Bank Street (HQ3), London E14 5NR. Registered in England and Wales, company number 14520016, VAT GB 454 1650 04.

Notices to VoicePro: distributors@voicepro.plus (commercial) and legal@voicepro.plus (legal).

Notices to Distributor: the email and address on file in the Partner Portal.

A change of contact details takes effect when updated in the Partner Portal or on written notice to the other party.