Reseller Agreement
Effective date: 1 November 2026
Contents
- Introduction
- Applicability
- Appointment
- Obligations of the Reseller
- Obligations of the Company
- Liabilities of Reseller
- Pricing and payment terms
- Term and termination
- Indemnification
- Confidentiality
- Intellectual property
- Entire Agreement
- Governing law and dispute resolution
- Counterparts
1. Introduction
Bond is a digital platform operated and provided by Elaqa for Design Services LLC, a company established in the United Arab Emirates (the “Company”, “we”, “our” or “us”).
The Company is the legal entity responsible for operating and providing the Bond Digital Platform and the Products covered by this Agreement.
This Reseller Agreement (the “Agreement”) governs the reseller relationship between the Company and the organisation identified as the “Reseller”.
Bond is a global digital platform designed to benefit both consumers and professionals.
The Reseller acts as an independent commercial partner and is not an employee, agent, franchisee, partner or joint venture of the Company except to the extent expressly stated in this Agreement.
The Reseller shall comply with the Bond Privacy Policy, Terms of Use, Terms of Sales, Advertising Policy and other Bond policies applicable to its activities.
2. Applicability
2.1 The Reseller is an independent contractor and is not an employee, partner, joint venture, franchisee or agent of the Company for any purpose unless expressly stated in this Agreement.
The Reseller has no authority to act for or on behalf of the Company, assume obligations, incur liabilities or make representations or warranties on behalf of the Company.
2.2 Nothing in this Agreement shall be construed as creating a joint venture, partnership, agency, employment, or franchise relationship between the parties.
2.3 This Agreement applies to the non-exclusive reseller relationship between the Company and the Reseller for the Bond Venue Analytics Subscription (the “Product”) and any additional Product expressly identified in an applicable Order Form or Commercial Schedule.
3. Appointment
3.1 The Company hereby appoints the Reseller as a non-exclusive reseller of the Product, subject to the terms and conditions of this Agreement and any applicable Order Form or Commercial Schedule.
3.2 Reseller accepts such appointment and agrees to use commercially reasonable efforts to promote and sell the Product to Customers.
4. Obligations of the Reseller
4.1 The Reseller shall market, promote and sell the Product to Customers using the marketing materials provided or approved by the Company.
4.2 The Reseller shall provide technical support to Customers using commercially reasonable efforts.
4.3 The Reseller shall ensure that Customers accurately provide the information required to use the Bond Digital Platform and the Product.
4.4 The Reseller shall maintain accurate records reasonably necessary to support the sale and administration of the Product.
4.5 The Reseller shall promptly notify the Company of any material issue affecting the Product, a Customer or the reseller relationship.
4.6 The Reseller shall use commercially reasonable efforts to promote the Product and support Customer adoption.
4.7 The Reseller shall comply with all applicable laws and regulations in connection with the promotion and sale of the Product.
4.8 The Reseller shall not make any representation or warranty concerning the Product other than those approved by the Company.
4.9 The Reseller shall not make unauthorised statements or representations regarding Bond, the Bond Digital Platform, the Product or the Company.
4.10 The Reseller shall ensure that its employees, agents and contractors comply with this Agreement and applicable laws.
4.11 The Reseller shall promptly notify the Company of any claim, suit, regulatory inquiry or action relating to its performance under this Agreement.
4.12 The Reseller shall reasonably cooperate with the Company in connection with claims, regulatory inquiries and disputes relating to the reseller relationship.
4.13 The Reseller shall maintain adequate insurance coverage appropriate to its activities under the reseller programme, where required by applicable law or the applicable commercial arrangement.
5. Obligations of the Company
5.1 The Company shall provide the Reseller with the marketing materials and reasonable technical support necessary to promote and sell the Product.
5.2 The Company shall provide reasonable training relating to the Product and material updates.
5.3 The Company shall process qualifying Product orders within a reasonable period.
5.4 The Company shall provide the Product to Customers in accordance with the applicable Bond customer terms and commercial terms applicable to the Product.
5.5 The Company shall pay the Reseller the applicable commission for qualifying Product subscriptions sold through the Reseller, in accordance with the commission schedule or other commercial terms agreed between the parties.
Unless a different commission is expressly agreed in writing, the current commission rate shall be 10% of qualifying Product subscription revenue attributable to the Reseller.
Commission payment timing may be set out in the applicable Commercial Schedule or Order Form.
6. Liabilities of Reseller
6.1 Reseller shall be liable for any damages or losses caused to Bond, its affiliates, or its customers, as a result of Reseller's actions or omissions.
6.2 Reseller shall be liable for any breaches of the reseller agreement or any applicable laws or regulations.
7. Pricing and payment terms
The pricing, subscription fees, discounts, reseller margins, commissions, payment schedules, applicable taxes and other commercial terms applicable to the Product shall be set out in the applicable Order Form, Commercial Schedule or Commission Schedule.
The Bond Terms of Sales govern purchases made by end users where applicable and do not, by themselves, determine the commercial terms applicable to the Reseller relationship.
Each party remains responsible for its own taxes arising from its activities under this Agreement.
Where withholding taxes, VAT, GST, sales taxes or other cross-border tax obligations apply, the parties shall cooperate in good faith and provide reasonably requested documentation.
8. Term and termination
8.1 This Agreement shall remain in effect for an initial period of one (1) year from the Effective Date, and shall automatically renew for successive one (1) year terms unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the current term.
8.2 Bond may terminate this Agreement immediately if Reseller breaches any material term of this Agreement.
8.3 Notwithstanding the foregoing, either party may terminate this Agreement for any reason upon thirty (30) days’ written notice.
8.4 Upon termination of this Agreement, Reseller shall immediately cease promoting and selling the Product, and Bond shall pay any outstanding commission due to Reseller. Bond shall not refund any Bond paid service subscribed by the Reseller, and each party shall immediately return to the other party any confidential information and materials belonging to the other party
9. Indemnification
9.1 Reseller agrees to indemnify and hold harmless Bond from any and all claims, liabilities, damages, and expenses (including reasonable attorneys' fees and costs) arising from the Reseller's breach of this Agreement or the Reseller's use of the Company's products and services.
9.2 Reseller shall indemnify and hold harmless Bond, its affiliates, and its officers, directors, employees, and agents from and against any and all claims, suits, actions, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or related to Reseller's performance under the agreement.
10. Confidentiality
10.1 The parties shall keep confidential all information relating to this Agreement and their respective businesses, except where disclosure is required by law or reasonably necessary to fulfil this Agreement.
10.2 The Reseller shall not disclose or use confidential information obtained from the Company, including information relating to the Bond Digital Platform, Customers or the Product, except for purposes connected with this Agreement.
10.3 The Reseller shall keep Customer information confidential and use it only to the extent necessary to perform its obligations under this Agreement.
10.4 The Reseller shall not disclose Customer information to third parties except as required by law or permitted under applicable privacy and data protection requirements.
10.5 The Reseller shall promptly notify the Company of any suspected unauthorised access, disclosure or security incident involving Bond Customer information.
10.6 Each party shall comply with applicable privacy and data protection laws.
Where the Reseller processes personal information on behalf of the Company as a processor, the parties shall enter into an appropriate Data Processing Agreement before such processing begins.
Where the Reseller acts as an independent controller, the Reseller remains responsible for its own applicable privacy obligations.
10.7 The obligations under this Section 10 shall survive the termination of this Agreement.
11. Intellectual property
11.1 Each party retains all right, title and interest in its respective intellectual property.
11.2 The Reseller shall not use Bond or Company trademarks, service marks, trade names, logos, interface elements or other intellectual property without the Company’s prior written consent, except as expressly permitted by approved reseller materials.
11.3 The Reseller grants to the Company a non-exclusive, non-transferable, royalty-free licence during the term of this Agreement to use, reproduce and display the Reseller’s trademarks, logos and other materials supplied by the Reseller solely for the purpose of fulfilling and promoting this Agreement.
12. Entire Agreement
12.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, agreements, and understandings, whether written or oral, relating to the subject matter of this Agreement.
12.2 No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.
13. Governing law and dispute resolution
13.1 This Agreement shall be governed by and construed in accordance with the laws of the Dubai International Financial Centre (“DIFC”), United Arab Emirates.
13.2 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation or termination, shall be finally resolved by arbitration in accordance with the applicable DIFC arbitration framework.
13.3 The seat of arbitration shall be the DIFC and the language of the proceedings shall be English.
13.4 Nothing in this clause prevents either party from seeking urgent interim or protective relief from a competent court where such relief is permitted.
14. Counterparts
14.1 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
14.2 Delivery of an executed counterpart of this Agreement by facsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Agreement.
