Channel Partner Terms & Conditions

Terms & Conditions for the Resale of SEEDL Group Ltd. Services by Channel Partners

Introduction

These Terms & Conditions govern the resale of SEEDL Group Ltd. ("SEEDL") services by Channel Partners. By entering into an agreement with SEEDL for the resale of services, the Channel Partner unconditionally agrees to these Terms & Conditions, which take precedence over any third-party terms. These sit alongside our General Terms & Conditions, which you can view HERE.

Definitions

• Channel Partner/Reseller/You: Refers to the entity entering into an agreement with SEEDL for the resale of SEEDL's services.
• End User: The ultimate consumer of SEEDL's services through the Channel Partner.
• Confidential Information: Information exchanged between parties, excluding publicly available or already possessed information.
• Course Materials: Information accompanying courses in various formats (such as, but not limited to Handouts or Book Summaries), provided by SEEDL.
• Fees: Charges for services rendered by SEEDL.
• Intellectual Property Rights: Includes copyrights, patents, trademarks, and other intellectual property rights.
• Online Course: A course delivered electronically by SEEDL, whether a Live event, On Demand content (such as event recordings), SEEDL Bites, Podcasts, Panel Discussions. 
• Services: Encompasses Online Courses, Taught Courses, Course Materials, and additional agreed-upon services.
• Taught Course: In-person courses conducted by SEEDL.

Services Resale Agreement

1. Appointment as Reseller: SEEDL appoints the Channel Partner as a non-exclusive reseller of its services. The Channel Partner agrees to market and resell SEEDL's services in accordance with these Terms & Conditions.
2. Resale Terms and Pricing: 
   1. For the duration of this agreement, each new customer system of the Channel Partner will incur a wholesale monthly fee unless an Ultimate customer, in which case you have entitlement to a certain number of complimentary (all - inclusive) systems, as specified in your agreement. 
   2. Where applicable, whether SEEDL invoice your clients directly, or we invoice you our wholesale fee, you are entitled to retain the difference of your RRP, less wholesale fees (and VAT) due to SEEDL. 
   3. Users from different end user businesses cannot be pooled, each Customer must have their own system. 
   4. You cannot create multiple systems for the same business to avert user limits. 
   5. A Channel Partner is only permitted to sell to organisations. A Channel Partner cannot sell SEEDL access to direct consumers. 
   6. Admin and end user licence sharing is forbidden. 
   7. Ultimate customers can only resell SEEDL as part of a portfolio of services. It cannot be sold to a prospect in isolation. 
3. Channel Partner's Responsibilities: 
   1. The Channel Partner is responsible for working pro-actively with SEEDL to support marketing, selling, onboarding and providing customer support for SEEDL's services to End Customers. 
   2. The Channel Partner should work pro-actively to enable SEEDL's success team to engage existing clients of the Channel Partner. This can be achieved through virtual events for multiple customers, SEEDL colleagues joining your services call with a client to talk about SEEDL, and actively promoting engagement. 
   3. SEEDL is solely responsible for offering online support to both Admin and your customer's end Users. 
   4. All Users, whether Administrator or end Users, must be bound by our user agreements, which they consent to on opening/accessing their account. Channel Partners must maintain awareness of these terms and changes. 
   5. The Channel Partner must not make any representations or warranties on behalf of SEEDL beyond what is explicitly stated in SEEDL's official documentation.
   6. SEEDL's brand must appear on all systems and certificates issued by SEEDL's platform. Whilst the platform is partially SEEDL branded, the Channel Partner will not deliberately mislead an end customer in to believing it is the Channel Partner's own business / solution. 
   7. The Channel Partner should publish their Partner status on their own corporate website, where they promote SEEDL's services. 
   8. Marketing. The Channel Partner shall use reasonable efforts to market, advertise, and otherwise promote and sell the Subscriptions Products as part of their portfolio.
   9. Employee Training. The Channel Partner shall ensure that any of its employees who are responsible for the marketing, sales, and technical support services for the Subscriptions Products have proper skill, training, and background to enable them to provide these services in a competent and professional manner, including ensuring relevant employees complete any training programs SEEDL Group Ltd. requires and / or offers to the Channel Partner.
   10. No Reverse Engineering. The Channel Partner will not 
       1. copy, modify, translate, or create derivative works included in any Subscriptions Product or Custom Solution, unless SEEDL Group Ltd. consents in writing, or
       2. separate the Subscriptions Products or any Custom Solutions into component parts for distribution or transfer to a third party.
   11. Internal Use. The Channel Partner will not use Subscriptions Products or Custom Solutions for its internal use beyond what was agreed with SEEDL Group Ltd., unless SEEDL Group Ltd. consents in writing.
4. Fees and Payments: 
   1. The Channel Partner shall; aside from their membership Fee and Wholesale prices (where applicable), be considerate of our RRP end customer pricing of SEEDL's services.
   2. The membership fee, is paid in line with the agreement, commencing at the start of a new contract year before Go Live, and, where renewing, first payment should be received at least 3 working days before the expiry of their existing term, unless paid through automatic collection (such as Direct Debit / Card). 
   3. For partners using SEEDL billing, commission will be paid 1 month in arrears on or around the 28th of the following month, post Go Live of a client's system. Example: Customer pays their invoice to SEEDL on 13th January. Customer system goes LIVE on 17th February: Commission is paid 28th of March. 
   4. Ultimate partners requiring services outside the existing terms will be billed / charged / paid commission in line with 4.3. 
   5. There is no pro-rating of services for mid-points in a monthly cycle. A customer (or a user of that customer) accessing a service for 1 day in a month, means the whole month's fees are due. 
   6. Late payment (our standard term is 14 days) can lead to system suspension by SEEDL, with no compensation for loss of service to you or clients. We reserve the right to impose a late payment and/or re-activation charge. 
5. End User Agreements:
   1. For Ultimate Partners using 'Partner Managed' methods, the Channel Partner is responsible for entering into separate agreements with End Customers. SEEDL is not a party to these agreements, but consideration should be aligned to SEEDL's T&Cs.
   2. For legacy Gold partners, all clients sign direct agreements with SEEDL. Copies can be requested and shared on request by the partner. 
   3. As outlined in section 3, point 4, all end users are bound by SEEDL's User Terms, which can be accessed HERE (Admin) and HERE (User).
6. Confidentiality: The Channel Partner agrees to keep SEEDL's Confidential Information strictly confidential and not to use it for any purpose other than the resale of services. For the duration and following the expiry of this agreement, both parties agree to total confidentiality of performance, commercial arrangements and pricing policies laid out in this agreement for a period of 24 months from the end of this agreement. 
7. Intellectual Property:
   1. The Channel Partner acknowledges SEEDL's ownership of all Intellectual Property Rights related to the services. 
   2. The Channel Partner is granted a non-exclusive, non-transferable license to market and resell the services.
8. Liability: SEEDL's liability to the Channel Partner is limited to the Fees received for the services in relation to the wholesale fees in any given month. The membership fee is non-refundable. SEEDL is not liable for representations or warranties made by the Channel Partner to End Users under any circumstances. 
9. Licence Grants
   1. Documentation Licence Grant. SEEDL Group Ltd. hereby grants to the Channel Partner a non-transferable, non-exclusive, non-sublicensable, and royalty-free licence to
      1. reproduce or transmit documentation SEEDL Group Ltd. provides the Channel Partner for marketing, selling, and distributing the Subscriptions Products or Custom Solutions (provided such documentation is not modified and SEEDL Group Ltd.'s proprietary notices are not removed),
      2. reproduce and transmit any user manuals and other documentation SEEDL Group Ltd. creates for Customers in connection with the Subscriptions Products or Custom Solutions.
   2. SEEDL Group Ltd. Trademark Licence Grant. SEEDL Group Ltd. hereby grants to the Channel Partner a non-transferable, non-exclusive, non-sublicenceable, and royalty-free licence to use SEEDL Group Ltd.'s name, trademarks, logos, and other identifying information on marketing literature, advertising, promotions, Customer information, and programmes the Channel Partner creates in connection with the Subscriptions Products or Custom Solutions.
   3. Trademark Use. the Channel Partner shall comply with all of SEEDL Group Ltd.'s policies regarding the use and display of SEEDL Group Ltd.'s name, trademarks, logos, and other identifying information that SEEDL Group Ltd. provides to the Channel Partner in writing.
10. Compliance with Laws. Each party will
    1. comply with all applicable, and
    2. notify the other party if it becomes aware of any non-compliance in connection with this section.
11. Publicity
    1. Consent. The partner will not make use of SEEDL's name, logo, or trademarks, or issue any press release or public announcement regarding this agreement, without SEEDL's written consent, unless specifically permitted under this agreement or required by Law. SEEDL will display your company logo on your site, plus SEEDL's corporate website to identify you as a confirmed partner of SEEDL. Any press release SEEDL will seek your consent prior to publication.
    2. Cooperation. The parties will cooperate to draft all appropriate press releases and other public announcements relating to the subject matter of this agreement and the relationship between the parties.
    3. No Unreasonable Delay. The parties will not unreasonably withhold or delay their consent to press releases or public announcements.
12. No Further Liability.  Upon the termination or expiry of this Agreement, neither party shall have any further liability to the other, save for: (a) any rights or liabilities which have accrued prior to the date of termination; (b) any breach of confidentiality or data protection obligations; and (c) any provisions which are expressly or by implication intended to survive termination. 
13. 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. However, Channel Partner exclusivity may be suspended during the period of non-performance if an alternative Channel Partner is still able to function and provide the equivalent performance. 
14. External exhibitions.
    1. The Channel Partner is able to exhibit at general business shows national and regional, but should inform SEEDL with at least 60 days notice of its intent to do so if promoting SEEDL's services. 
    2. The Channel Partner should seek permission from SEEDL when exhibiting SEEDL's services at any HR, Payroll, or Learning Exhibitions. 
15. Trial Sites (where applicable).
    1. SEEDL will offer the provision of a trial site (where required), where prospect users can evaluate the quality of the live training. 
    2. This site can be withdrawn at any time if SEEDL feels it's being abused to bypass paid usage. 
    3. The trial site will have restricted functionality to protect its IP (no access to recordings, handouts or certificates).
    4. Users registering on this site are restricted to one time, fixed period usage, after which their account is locked until such time they become a paying client via your paid for system.  
16. Termination:
    1. Either party may terminate the resale agreement for cause with notice.
    2. In the event of a termination by either party, the membership fee is non-refundable, but outstanding wholesale fees remain due to SEEDL, including (but not limited to) fees due for the remaining term of the agreement. 
    3. SEEDL may terminate immediately for non-compliance with these Terms & Conditions with no financial compensation due to the partner due to loss of service. 
    4. Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.
    5. Debranding. On termination of this agreement the Channel Partner agrees to removing all evidence of SEEDL, its brand and products from marketing literature, websites and all social media. 
17. Entire Agreement: These Terms & Conditions, together with the resale agreement, and our standard Terms & Conditions constitute the entire agreement between SEEDL and the Channel Partner, superseding prior agreements.
18. Governing Law and Jurisdiction: These Terms & Conditions are subject to English law, and any disputes shall be resolved in the English courts.
19. Changes to Terms & Conditions: SEEDL may update these Channel Partner Terms & Conditions from time to time. It is the respsonsiblity of the Channel Partner to stay abreast of these changes. Continued participation in the resale program implies acceptance of the changes. 

Last Updated 14/05/26