Partner with Prime
Terms and Conditions
1. Appointment
  1.1 The Partner appoints PrimeTC Ltd and PrimeTC Ltd agrees to act as the preferred supplier for the Partner in respect of the services delivered to the Partner or the Partner's end user.
  1.2 Nothing in this Agreement shall entitle the Partner to any priority of supply in relation to the Services as against PrimeTC Ltd other Partner's or business partners.
  1.3 Subject to the rest of this Agreement, PrimeTC Ltd shall be free to contract with other Partners on its own terms and conditions and at its own price.

2. Services
  2.1 The parties hereby agree that PrimeTC Ltd will deliver the Services to the End User(s) and the Partner shall pay for the Services at the prices and charges contained in Pricing Schedule.
  2.2 PrimeTC Ltd can amend or vary the prices and charges contained in the Schedules on 30 days notice in writing to the Partner. If the Partner does not agree the changes to prices and charges, the Partner may terminate this preferred supplier Agreement.
  2.3 PrimeTC Ltd can amend or vary the Schedule Terms and Conditions contained in the Schedules on 30 days notice in writing to the Partner.
  2.4 From time to time PrimeTC Ltd may offer the Partner new or additional Services. The prices and charges for any new or additional Services will form part of Pricing Schedule to this Agreement once agreed by the parties.

3. Payment Terms
  3.1 All Invoices are payable 30 days after date of invoice. Payment of all sums due to PrimeTC Ltd under this Agreement shall be made by the Partner in full without any off-set, deduction or withholding whatsoever. If payment for any Services is late PrimeTC Ltd may immediately (without prejudice to any other right or remedy available to it whether under this Agreement or by any statute, regulation or bylaw) suspend the performance of this Agreement until payment in full has been made.

4. Intellectual Property Rights
  4.1 All other product or service names mentioned in a document on this server are trademarks of their respective companies.
  4.2 This website and all its content is the property of PrimeTC Ltd and should not be copied or reused without PrimeTC Ltd's permission. You may distribute the content of the site as long as this is for personal, non-commercial, information-only purposes, and that PrimeTC Ltd is accredited as the owner of the content.

5. Liability
  5.1 The material on the Website is provided on an "as is" and "as available" basis, and to the maximum extent permitted by law no warranty of any kind, either express or implied, including but not limited to warranties of title or non-infringement or implied warranties of merchantability, use of reasonable care and skill or fitness for a particular purpose is made in relation to the availability, accuracy, reliability or content of these pages.
  5.2 PrimeTC Ltd will not be liable for any direct, indirect, incidental, special or consequential damages, lost profits or costs of business interruption arising out of the use of or inability to use this service, even if PrimeTC Ltd has been advised of such damages.
  5.3 Certain jurisdictions do not allow exclusions of certain warranties or limitations of liability, in which case PrimeTC Ltd's liability shall be limited to the greatest extent permitted by law.
  5.4 Although all reasonable efforts are made to ensure the website is free from viruses and analogous threats, you should ensure that you operate up to date virus protection software and firewall technology. PrimeTC Ltd accepts no responsibility for any direct, indirect, incidental, special or consequential damages, lost profits or costs of business interruption arising out of the download of viruses or analogous threats from its website.
  5.5 In no event shall Prime be liable for any loss or damage caused by the failure of the Partner or end user to perform Partner's or end user's responsibilities.
  5.6 PrimeTC Ltd shall not have any Liability to the Partner in respect of any indirect or consequential losses, damages, costs or expenses including:
5.6.1 loss of actual or anticipated profits;
5.6.2 loss of contracts;
5.6.3 loss of money, including toll fraud;
5.6.4 loss of anticipated savings;
5.6.5 loss of revenue;
5.6.6 loss of goodwill;
5.6.7 loss of reputation;
5.6.8 loss of business;
5.6.9 loss of operation time;
5.6.10 loss of opportunity; or
5.6.11 loss of, damage to or corruption of, data.
5.6.12 Loss of, damage to hardware supplied by the Partner or end user supplier.
  5.7 Total aggregate Liability of Prime arising out of or in connection with a claim or claims made by the Partner or end user in respect of loss or damage suffered shall be limited to £2,000.
  5.8 "Liability" means liability in or for breach of contract, Breach of Duty, misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Agreement or any Service Contract, including, without limitation, liability expressly provided for under this Agreement or any Service Contract or arising by reason of the invalidity or unenforceability of any term of this Agreement or any Service Contract (and for the purposes of this definition, all references to "this Agreement" shall be deemed to include any collateral contract).

6. Data Protection
  6.1 PrimeTC Ltd complies with and works within the Data Protection Act, and we do not pass any information given to us on to any third parties other in the course of the provision of the service or product you have specifically requested.

7. Other Websites
  7.1 PrimeTC Ltd may include links to sites on the Internet that are owned or operated by third parties. By linking to any such third-party site, you shall review and agree to that site's terms and conditions of use before using such site.
  7.2 You also agree that PrimeTC Ltd has no control over the content of that site and cannot assume any responsibility for material created or published by such third-party sites. In addition, a link to a non-PrimeTC Ltd site does not imply that PrimeTC Ltd endorses the site or the products or services referenced in the site.

8. Information and General Disclaimer
  8.1 The contents of this website have been produced in good faith and are only for general information or use. They do not constitute advice and should not be relied upon in making (or refraining from making) any decision.
  8.2 Although we endeavour to keep all information on this website as accurate and updated as possible, the information herein may occasionally include technical inaccuracies or typographical errors and may be out of date.

9. Confidentiality
  9.1 Each party shall keep and procure to be kept secret and confidential the Confidential Information of the other party (whether before, on or after the date of this Agreement) and shall not use nor disclose the same save:
9.1.1 for the purposes of the proper performance of this Agreement; or
9.1.2 as otherwise permitted by this Agreement; or
9.1.3 with the prior written consent of the other party.
  9.2 Where one party discloses Confidential Information of the other party to its employee, consultant, subcontractor, supplier, Reseller Partner, End User, agent, professional adviser, auditor or insurer, it shall do so subject to obligations equivalent to those set out in this Clause
  9.3 Each party shall use its best endeavours to ensure that any such employee, consultant, subcontractor, supplier, Reseller Partner, End User, agent, professional adviser, auditor or insurer complies with such obligations.
  9.4 Each party shall at all times:
9.4.1 adopt, retain and keep updated adequate procedures and physical security measures which protect the Confidential Information of the other Party from inadvertent disclosure or release to unauthorised persons; and
10.4.2 hold the Confidential Information of the other Party in strict confidence and in any event with no less standard of confidentiality than that which it applies to its own confidential information.
  9.5 The obligations of confidentiality in this Clause 8 shall not extend to any matter, which either party can show:
9.5.1 is in, or has become part of, the public domain other than as a result of a breach of the confidentiality obligations of this Agreement; or
9.5.2 was in its written records prior to receipt from the other party; or
9.5.3 was independently developed by it; or
9.5.4 was independently disclosed to it by a third party entitled to disclose the same.
  9.6 If either party is required to disclose the Confidential Information of the other party under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction, then the party so required shall, prior to any disclosure where practicable, notify and consult with the other party and, at the other party's request and cost, assist that other party in opposing any such disclosure.
  9.7 Neither party shall make any announcement of any kind in respect of the subject matter of this Agreement except with the prior written consent of the other party (not to be unreasonably withheld or delayed) or as is required by law.
  9.8 PrimeTC Ltd may identify the Partner as its customer, the Partner will not identify PrimeTC Ltd as a supplier.
  9.9 The obligations under this Clause 8 shall continue after termination of this Agreement for whatever reason

10. Termination
  10.1 This Agreement may be terminated;
10.1.1 by either party immediately by giving notice to the other if:
10.1.1.1 the other party is in material breach of any of its obligations under this Agreement or any Service Contract which is incapable of remedy; or
10.1.1.2 the other gives notice to any of its creditors that it has suspended or is about to suspend payment or if it shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or an order is made or a resolution is passed for the winding-up of the other party or an administration order is made or an administrator is appointed to manage the affairs, business and property of the other party or a receiver and/or manager or administrative receiver is appointed in respect of all or any of the other party's assets or undertaking or circumstances arise which entitle the court or a creditor to appoint a receiver and/or manager or administrative receiver or administrator which entitle the court to make a winding-up or bankruptcy order or the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt;
   
10.1.2 by PrimeTC Ltd immediately by giving notice to the Reseller Partner if:
10.1.2.1 the Reseller Partner fails to pay in full on the due date any sums owing under this Agreement; or
10.1.2.2 the Reseller Partner shall sell, assign, part with or cease to carry on its business or that part of its business relating to the resale of the Services or Deliverables; or
10.1.2.3 the control (as defined for the purposes of Section 416 of the Income and Corporation Taxes Act 1988) of the Reseller Partner shall be transferred to any person or persons other than the person or persons in control of the Reseller Partner at the Effective Date.
  10.2 The Partner can notify PrimeTC Ltd of any work cancellation within 2 working days notice prior to when the work is due to commence without incurring any cancellation charges.
  10.3 Any work cancelled by the Partner on the same day the work is due to commence will be charged the full invoice value outlined in the pricing schedule agreed with the partner.
  10.4 Any work cancelled within 2 working days but not on the same day the work is due to commence is subject to half the invoice value outlined in the pricing schedule agreed with the partner.

11. Call Recording
  11.1 Please note calls to and from PrimeTC Ltd may be recorded and monitored for training and quality improvement purposes.



Contact PrimeTC

Contact Prime to discuss any product, or any potential solution that we can provide your business.

Contact us