Reseller Agreement

1. Parties and how this agreement applies

This Reseller Agreement ("Agreement") is between Alexandros Kyrlis (Αλέξανδρος Κυρλής του Γεωργίου), a sole proprietorship registered in Greece trading as Netlayer, Eleftheriou Venizelou 31, 16675 Glyfada, Greece, General Commercial Registry no. 008078401000, VAT no. EL121157554 ("Netlayer", "we"), and the organisation on whose behalf the owner of a PingWise account accepts it in the application ("Reseller", "you").

It applies from the moment the owner of your account accepts it in the application, and we record who accepted it, when, and which version. The person accepting confirms that they are authorised to bind the Reseller. The Terms of Service, the Acceptable Use Policy, the Privacy Policy and the Data Processing Agreement continue to apply to you and to everything done under your account and your Sub-accounts. Where this Agreement and the Terms say different things about reselling, this Agreement prevails.

Reselling is for businesses. You may not resell as a consumer.

2. Words used in this Agreement

• Customer: a business or person to whom you provide the Service under this Agreement.
• Sub-account: an account in the Service that belongs to your account and is used for one Customer.
• Customer User: a person you or a Customer invites into a Sub-account.
• Brand: the name, logo, colours, sender name, reply-to address, support address and email domain you configure for the Service as shown to your Customers.
• Pool: your credit balance, which pays for the checks run in all your Sub-accounts.

3. What you may do

1. Create one Sub-account per Customer, by hand or through a hosting-panel integration, and invite Customer Users into it. You may record the Customer’s contact email address on the Sub-account when you create it, for the invitation you send later; it is your Customer’s data under the DPA.
2. Present the Service to your Customers under your Brand, as "<your Brand>, powered by PingWise" or, where the Terms allow the "powered by" line to be removed, under your Brand alone.
3. Send alerts, notices and status page emails to Customer Users in your Brand’s name and, once you have verified your email domain with us, from an address on that domain.
4. Publish status pages for Customers on your domains, as the Terms describe.
5. Set a monthly credit cap for each Sub-account, see each Sub-account’s usage, and download usage reports.
6. Let your staff enter Sub-accounts to support Customers, under section 7.
7. Charge your Customers whatever you decide. Your prices, invoices, taxes and refunds towards your Customers are yours alone; we have no part in them.

4. What you may not do

1. Allow anyone else to resell the Service through your account. A Customer may not have Sub-accounts of its own.
2. Create a Sub-account for, or add monitors on behalf of, a Customer who has not agreed to receive the Service from you.
3. Describe the Service in a way that contradicts the Terms, for example by promising an uptime guarantee, a detection rate or an alert time that we do not promise to you.
4. Use Sub-accounts to split your own usage, to avoid limits or caps, or for anyone who is not a real Customer.
5. Sell, lend or transfer credits separately from the Service, or present credits as money.
6. Use our name or marks beyond what section 3 allows, or register domains or accounts that imitate PingWise.

5. Your Customers

1. There is no contract between Netlayer and your Customers. You are our customer, and towards your Customers you are the provider of the Service. You are responsible for everything that happens in your Sub-accounts as if it happened in your own account.
2. Before you give a Customer access, you must have your own terms of service and privacy notice with that Customer. They must at least: include the Acceptable Use Policy or terms no weaker than it; say that the Service detects and reports problems but gives no guarantee that every problem will be detected or every alert will be correct, consistent with section 11 of the Terms; name PingWise (Netlayer) as the provider that runs the Service and processes the Customer’s data on your behalf, with a link to our Privacy Policy; and explain that your staff can enter the Customer’s account to support it and that this is logged and shown to the Customer. You give us the addresses of those two documents when you enable your Brand; the invitation your Customer Users receive links to them.
3. If a Customer is a consumer, you are responsible for the rights consumer law gives them, including withdrawal and information duties. We do not deal with your Customers’ consumer claims.
4. You handle your Customers’ questions and support requests. We support you, not your Customers. If a Customer User writes to us, we may refer them to you.
5. We may contact Customer Users directly, in our own name, where the law requires it, for security reasons (for example a compromised credential or a breach affecting their data), to tell them that this Agreement has ended or that you are unreachable, or where you ask us to. We will not market to your Customers.
6. You must keep the Sub-accounts you no longer serve closed: when a Customer leaves you, delete or hand over its Sub-account under section 10.

6. Credits, caps and billing

1. All checks run in your Sub-accounts are paid from your Pool, at the rates in the Terms. You buy credits for the Pool as described in the Terms, and only you can buy them; Customers cannot buy credits from us.
2. The free monthly credits described in the Terms are granted once per Reseller, to the Pool, not once per Sub-account.
3. You may set a monthly cap for a Sub-account. When a Customer reaches its cap, monitoring in that Sub-account pauses until the cap is raised, removed or the month ends, and both you and the Customer’s users are told, the latter in your Brand’s name. Because usage is metered a few hours behind the clock, a cap can be exceeded by that much. You remain responsible for the credits used.
4. When the Pool runs out, the Terms’ rules on running low and running out apply to all your Sub-accounts at once. Nothing stops silently; we tell you, and Customer Users are told in your Brand’s name.
5. The Refund Policy applies to you, as the buyer of the credits. Refunds go only to you. Whatever you owe or refund to your Customers is your matter.
6. Reseller features are included in the price of credits: there is no separate fee for sub-accounts, branding, caps or sending from your own domain. If we ever introduce a fee for a reseller feature, we will publish it on our website and tell you at least 30 days before it applies to you.

7. Supporting your Customers inside their accounts

1. Members of your account may open any Sub-account and act in it with the role you give them. Members with the Viewer role can see everything in every Sub-account and change nothing.
2. Every time one of your members opens a Sub-account, and every change they make there, is recorded in a log that cannot be edited: who, in which account, what action, which page, when, and the result. Form contents are not recorded. You see the full log; the Customer sees the entries that concern its account, under your Brand’s name, without your member’s email address.
3. You will tell your staff that their actions in Customers’ accounts are logged and shown to the Customer, and you will use the log only to supervise your own support work and to answer your Customers.
4. The log is kept for 12 months and is deleted with the Sub-account or with your account, as the Privacy Policy describes.
5. We do not enter Sub-accounts except as the Privacy Policy and the DPA describe for our own staff.

8. Branding, email domains and status page domains

1. You warrant that you have the right to use the Brand you configure, and that it does not infringe anyone’s rights or mislead anyone about who provides the Service.
2. Emails and pages sent or shown to your Customers carry a line saying they are powered by PingWise until your Pool has bought credits for the first time, in the same way as status pages under section 7 of the Terms; from then on you may switch the line off. You may not remove, hide or alter it otherwise.
3. To send from your own domain, you must control the domain and add the DNS records we show you. Mail is then sent through our email provider in your domain’s name. You are responsible for the reputation of that domain: for the bounces and complaints it receives and for keeping its DNS records in place. If bounces or complaints on your domain reach a level that endangers delivery for other customers or our standing with the email provider, we may stop sending from your domain and fall back to our own sender with your Brand’s name, and we will tell you.
4. Status pages on your domains follow section 7 of the Terms.

9. Acceptable use and suspension

1. The Acceptable Use Policy applies to every monitor, status page and user in your Sub-accounts. You must investigate reports of abuse in your Sub-accounts promptly and stop the abuse.
2. We may suspend or remove a single monitor, status page, Customer User or Sub-account, or suspend your whole account, under section 14.2 of the Terms. Where it is reasonable we warn you first. When we act against a single Sub-account we tell you and, where appropriate, its Customer Users in your Brand’s name.

10. Term, ending and what happens to Customers

1. This Agreement lasts as long as reselling is switched on for your account. You may end it by switching reselling off in the application, once every Sub-account is deleted or handed over under section 10.2; we may end it with 30 days’ notice by email, or at once under section 14.2 of the Terms.
2. Before it ends, you must delete each Sub-account, after telling the Customer. Instead of deleting it, you may ask us to hand a Sub-account over to the Customer as an account of its own; we may agree to this where it is possible for us. A hand-over needs the Customer’s owner to accept the Terms; from then on that Customer is our direct customer, with its data, monitors and history intact, and credits for it are bought by the Customer. Sub-accounts that are neither deleted nor handed over within 30 days after the end are frozen and then deleted on the schedule in the Privacy Policy, and we may tell their users that the Service through you has ended.
3. Credits left in the Pool stay yours under the Terms and the Refund Policy. If we end this Agreement for a reason other than your breach, we refund the unused bought credits in the Pool.
4. Sections 5, 7.4, 10, 11 and 12 survive the end of this Agreement.

11. Liability and indemnity

1. Sections 11, 12 and 13 of the Terms apply to this Agreement. Our total liability towards you for everything done under your account and your Sub-accounts together is the single amount set in section 12 of the Terms; it is not multiplied by the number of Sub-accounts or Customers.
2. We have no liability towards your Customers or Customer Users, and you will defend and compensate us against their claims, and the reasonable costs of handling them, except to the extent the claim is caused by our breach of this Agreement or by our intent or gross negligence.

12. Changes, law and the rest

1. We may change this Agreement. For changes that reduce your rights or add obligations we will email you at least 30 days before they take effect. Section 16 of the Terms applies.
2. Section 17 (Greek law, courts of Athens) and section 18 of the Terms apply. This Agreement exists in English and Greek; the English version governs.
3. Notices to us go to [email protected]. Notices to you go to the email address of your account’s owner.

Contact

Alexandros Kyrlis, trading as Netlayer
Eleftheriou Venizelou 31
16675 Glyfada, Greece
General Commercial Registry no. 008078401000 · VAT no. EL121157554
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