Terms & Conditions to Remain a Pastel Evolution Certified Business

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Sage Pastel Evolution Certified Business Partner – Status Levels

01 October 2013 – 30 September 2014

Signup Fee ZAR 8,500 (Business Partners sign up on a “Silver Status”)

STATUS Authorised BP SILVER GOLD PLATINUM

SUPER

PLATINUM

Sales Quota required to retain Business Partner Status per annum (Invoice Value after discount and excluding VAT) . Please note that status recognition is based on having to meet the stipulated annual quota as well as criteria as set out in pages 2 – 8.

GAUTENG 31 March

R 50 000 R 96 875 R 175 000 R 304 688 R 448 438

KZN

WESTERN & EASTERN CAPE

ANNUAL RENEWAL FEE

SDK - (Developer & Connector Editions

Microsoft SQL Server

Stationery

Seminars

0%

25%

15%

0%

25%

20%

ZAR 6,650

BENEFITS & ADVANTAGES PER LEVEL OF ACCREDITATION

DISCOUNT STRUCTURE - Accounting and standard Add-on Modules

Renewal Rebate Percentages

17.5%

12.5%

32.5%

25%

37%

32.5%

0%

25%

25%

CERTIFICATION OF TECHNICAL STAFF (EPCP)

Minimum Requirement

30 September

31 March

30 September

31 March

30 September

R 100 000

R 50 000

R 100 000

R 50 000

R 100 000

R 193 750

R 89 844

R 179 688

R 89 844

R 179 688

CERTIFICATION REQUIREMENTS

1 certified EPCP

Learning Units 1 – 6

(Learning Unit 3 for

Elective Modules)

2 certified EPCPs

Learning Units 1 –

6 (Learning Unit 3 for Elective

Modules)

R 350 000

R 146 875

R 293 750

R 165 625

R 331 250

2 certified EPCPs

Learning Units 1 – 6

(Learning Unit 3 for

Elective Modules)

R 609 375

R 217 969

R 435 938

R 243 750

R 487 500

42.5%

37.5%

0%

25%

30%

3 certified EPCPs

Learning Units 1 – 6

(Learning Unit 3 for

Elective Modules)

R 896 875

R 300 782

R 601 563

R 335 938

R 671 875

50%

42.5%

0%

25%

30%

4 certified EPCP

Learning Units 1

– 6 (Learning

Unit 3 for

Elective

Modules)

RESOURCES REQUIREMENTS – OVER AND ABOVE CERTIFIED CONSULTANTS (* These staff members may be nominated – i.e. perform duplicate roles)

Sales Representatives *1 *1 1 1

Pre-Sales Representatives

Project Manager

Support Team

*1

*1

*1

*1

*1

1

*1

*1

1

*1

*1

1 + *1

Marketing Specialists

Administration

TOTAL MANDATORY STAFF REQUIRED (Certified Staff + above

Resource Requirements = total Mandatory staff)

*1

*1

1

*1

*1

3

*1

*1

4

*1

1

6

STOCK ACCOUNT PAYMENT TERMS

PAYMENT TERMS

Prepaid or refer to contract

Prepaid or refer to contract

Prepaid or refer to contract

Prepaid or refer to contract

1

*1

1

1+*1

1

1

9

Prepaid or refer to contract

PASTEL EVOLUTION LEATHER FOLDER WITH NOTEPAD AND PEN

PASTEL BROCHURES (Pastel Evolution)

PRODUCT POSTERS (Pastel Evolution) as available

PASTEL GOLF SHIRTS

PASTEL EVOLUTION PROMOTIONAL PENS

WELCOME PACK (upon joining Program)

1

15 each

3 each

2

10

IN-HOUSE PACKAGES

5 user, all add-on modules excluding elective modules

5 user, all add-on modules excluding elective modules

Pastel Evolution In House Package

Additional users may be purchased at a discounted rate

5 user, all add-on modules excluding elective modules

PASTEL WEBSITE ADVANTAGES

Access to Online Product Knowledge Base

Access to dedicated linked client database (updateable contact information)

View rebate claims on client

Direct link from your company website to Sage Pastel website

Yes

Yes

Yes

Yes

ADDITIONAL BENEFITS

Order processing (Priority = same day, Standard = 24 hours

– wherever possible)

Registrations (Priority = same day, Standard = 24 hours

– wherever possible)

Priority

Priority

ROADSHOWS AND WORKSHOPS

Breakfast Roadshow & Technical Forums

Workshops on specific add-on modules

Yes

Yes

SUPPORT (PECBP will receive free, unlimited support for the duration of the agreement)

Support (Priority Telephonic and Email Support) Priority

10 user, all add-on modules excluding elective modules

10 user, all addon modules excluding elective modules

Addendum A Sage Evolution Business Partner Program Page 1 of 6

STATUS

Marketing & Advertising Rebate

– refer to Marketing Guidelines

Marketing Guidelines

Dedicated Mar keting Logo’s

Host End User Roadshows (new or existing)

Feedback must be provided: type of prospect customer invited i.e. new, upgrade, modules.

A review of the event must be scheduled after the event to discuss outcome of event.

Business Intelligence Centre

Bank Manager

Fixed Assets

Cash Manger

Resolve (Basic or Premium)

MARKETING (Refer to the Marketing Guidelines for the Terms & Conditions)

Year One

Year Two

Year Three

Year One

Year Two

Year Three

Year One

Year Two

Year Three

Year One

Year Two

Year Three

Year One

Year Two

Year Three

SILVER GOLD PLATINUM

50%

Yes

Yes

50%

Yes

Yes

END USER EVENTS

One End User event bi-annually with 50 prospective customers at each event.

One End User event quarterly with

50 prospective customers at each event.

MODULES

– COVER BASE

15% Cover Base 15% Cover Base

20% Cover Base

25% Cover Base

15% Cover Base

20% Cover Base

25% Cover Base

15% Cover Base

20% Cover Base

25% Cover Base

15% Cover Base

20% Cover Base

25% Cover Base

15% Cover Base

20% Cover Base

25% Cover Base

15% Cover Base

20% Cover Base

25% Cover Base

10% Cover Base

15% Cover Base

20% Cover Base

20% Cover Base

25% Cover Base

15% Cover Base

20% Cover Base

25% Cover Base

10% Cover Base

15% Cover Base

20% Cover Base

50%

Yes

Yes

One End User event quarterly with 50 prospective customers at each event.

15% Cover Base

20% Cover Base

25% Cover Base

15% Cover Base

20% Cover Base

25% Cover Base

15% Cover Base

20% Cover Base

25% Cover Base

15% Cover Base

20% Cover Base

25% Cover Base

10% Cover Base

15% Cover Base

20% Cover Base

SUPER PLATINUM

50%

Yes

Yes

One End User event quarterly with

50 prospective customers at each event.

15% Cover Base

20% Cover Base

25% Cover Base

15% Cover Base

20% Cover Base

25% Cover Base

15% Cover Base

20% Cover Base

25% Cover Base

15% Cover Base

20% Cover Base

25% Cover Base

10% Cover Base

15% Cover Base

20% Cover Base

AUTHORISED BP

(if Silver sales quota is not met)

50%

Yes

Yes

One End User event annually with 50 prospective customers at each event.

15% Cover Base

20% Cover Base

25% Cover Base

15% Cover Base

20% Cover Base

25% Cover Base

15% Cover Base

20% Cover Base

25% Cover Base

15% Cover Base

20% Cover Base

25% Cover Base

10% Cover Base

15% Cover Base

20% Cover Base

Terms & Conditions to Remain a Pastel Evolution Certified Business Partner (PECBP)

There are a number of requirements to remain a PECBP and these requirements are detailed in this document and in the above table. Below, we have highlighted the most important requirements.

PECBP membership is exclusive to resellers who sell and promote Sage Pastel Evolution products. By accepting the terms of this addendum, you will be required to adhere to certain conditions, and should these conditions not be met, Sage Pastel reserves the right to terminate membership without prior notice.

Requirement

Sales are required to remain a reseller

If there has been zero sales activity or activity below

R75 000 in the assessment period at the end

September, your membership may not be renewed.

Description

This will be assessed twice a year (end March, and end September). You will be notified via email, on a monthly basis, of your sales required to maintain your status.

EPCP Qualification The minimum certification required is Learning Unit 6

(Learning Unit 3 is specific to Elective Module

Applicants). Should this certification not remain current, or not be in place, Pastel reserves the right to cancel rebates due until such time as the certification is in place. These rebates will not be back paid.

 Business Partners will be reviewed every six months. Review dates: 31 March & 30 September annually. Statuses will be amended according to Sales Values, as prescribed in the Sales Targets per

Region, as well as number of certifications and Resources Requirements. Sale Targets - net orders quota (in ZAR), after dealer discount and excluding VAT.

Addendum A Sage Evolution Business Partner Program Page 2 of 6

 Elective Modules – Branch Accounting, Retail Point of Sale, Municipal modules. Business Partners must be certified in relation to the elective module in question (EPCE Certification). A separate

Addendum to be signed for Elective Modules. Criteria as per “Annexure B” to be met. Applications are subject to approval.

 Annual Fees account being current.

 Account being current.

 EPCP Certification Requirement being met.

 PECBP Account within credit limit and terms limit.

 Business Partners are not permitted to purchase software through another Business Partner’s account.

 If a Business Partner fails to meet the Authorised Business Partner sales quota – the contract will be terminated and the Business Partner has the option to become a “Refer and Earn” dealer.

About Refer and Earn Membership

 Refer and Earn Membership means that you can still earn rebates for referring sales to us. You will be entitled to receive a 20% rebate on new sales or upgrade sales, capped at R15 000, but not on renewal rebates. To qualify for the Refer and Earn rebate, you will be required to provide us with the customer detail, and we will invoice the customer directly. Once the customer has registered and paid, the rebate will be paid over to you.

 This membership does not come with any free software, and therefore you will not be able to register the VAR suite of software if your account is on this status. Pastel will negotiate a favourable discount on the initial purchase of the software. The discount does not apply to the ALF.

 Where discounts are negotiated on behalf of the client by the PECBP and Sage Pastel, this will be invoiced by Sage Pastel. The discounts will be passed on to the end users and will be shared on an equal basis between Sage Pastel and the Business Partner and the rebate will be paid accordingly.

 Where discounts are negotiated on behalf of the client with the PECBP and Sage Pastel, these invoices will be invoiced by Sage Pastel.

Renewal Fees & Acceptance of Contracts

Unless we are notified to cancel membership 90 days in advance of renewal, you will automatically be invoiced for your membership for the next year.

Payment and online acceptance of the new contracts will be required within 30 days of the invoice. New serial numbers or registrations for the Channel Partner Software suite will not be issued until payment is received and the new contract has been accepted.

Renewal fees are subject to an annual price increase which will be determined prior to the September renewal.

If payment and acceptance of the new contract is not received within 30 days of the invoice the following will apply: o You will be notified that your account has been closed. o Customers will be delinked. o Rebates not already processed on your account will no longer be paid, regardless of whether the rebate was due prior to your account being closed. o If you wish to re-open the account, a new application will need to be submitted, and will be considered if all the necessary criteria are met.

Company Mergers

Should two companies wish to merge; the customers will be linked to the new entity after one year of merged trading. Loyalty points will be added together upon receipt of a letter from both parties stating that you wish to merge - this letter must state the new company details, new MD and a proposed business plan.

Should two companies wish to merge, we will require the necessary contractual proof to provide confirmation that the merger is of a legal nature and not simply a relationship matter.

Customers will not be transferred from one entity to another unless proof is provided that the entire company, which includes customers & assets, are legally owned by the new entity.

We reserve the right not to transfer any customers until one year of merged trading has transpired and the onus is on the new entity to provide us with instructions to transfer customers after this period has expired.

Addendum A Sage Evolution Business Partner Program Page 3 of 6

Sale of Business

Memberships cannot be sold or transferred. Should you purchase a company who is an existing Channel

Partner, a new application for the business you have purchased will need to be completed. Should you sell your business, the new owner of your business will need to apply for membership in his own right and meet the necessary criteria to become a Business Partner.

Sage Pastel will not accept instructions to transfer customers from one resellers account to another, unless customers have provided the instruction directly to Pastel, and the conditions of linkages referred to prior in this document have been followed.

Registrations

As you are expected to be supporting your customers on the software, it is reasonable to expect you to understand how to register your own software through the reseller zone.

Therefore, a charge of R150 will be levied per registration if you require us to assist you with your registration.

Linkages

Business Partners will only be linked to clients under the following circumstances.

At the time of an Evolution Sale:

 If we receive the Software and Service Agreement (SSA) from the client or from the Business Partner and your details are recorded on this document, we will link the client to your account once the client has registered.

 At the time of a new sale processed on the Business Partner's account:

If a new product is purchased on the Business Partner's account, upon registration of the package, the

Business Partner will automatically be linked to the client.

 At the time an instruction to link is received from an existing client:

The client and Business Partner are required to sign and complete a “Change of Business Partner” form. No email notifications will be accepted.

The form must be signed by a Director, Owner or the relevant person of authority in the business. The full names and title must be clearly indicated on the letter.

 Instructions must be sent timeously - should the rebate already be paid to the existing linked partner, the new linked partner will not receive the rebate. The renewal rebate to the new linked Business

Partner will apply the following year.

 If the client has already paid their renewal fee and the change of Business Partner request is signed and sent after the renewal fee has been paid, the previous business partner will be entitled to the renewal rebate. If the request is sent before the client has paid their renewal fee, the new business partner will be entitled to the renewal rebate.

New Sale Rebate

 Where Sage Pastel closes a deal directly without any involvement of the PECBP, only 50% of the

PECBP’s discount structure for the relevant status categories will be paid to the Business Partner.

Sage Pastel will assign a Certified Business Partner to the client and only once the client has registered will the Business Partner be paid. The rebate for this will only be passed to the Business Partner upon the client’s notification of a successful implementation and the client is registered and linked to your account.

 NB: The SSA is mandatory and must be signed with every sale of Pastel Evolution

Addendum A Sage Evolution Business Partner Program Page 4 of 6

Client De-linkage

 If a Business Partner is de-linked from a client, the de-linked Business Partner will receive notification via email. Sage Pastel reserves the right to not disclose the details of the newly linked Business

Partner. The Pastel Evolution department will liaise via email of the client’s intention to de-link prior to the actual de-linkage. The current linked Business Partner has seven (7) days to respond to the email.

Failure to do so will result in the immediate de-linkage of the client from the existing Business Partner and linked to the new Business Partner.

Staffing

 Should any Business Partner employ an existing staff member of Sage Pastel or any ex staff member within 6 months of the ex-staff member leaving Sage Pastel, the Business Partner will be subject to a

17% placement fee of the staff/ex staff member’s annual package. Kindly note that should a business partner wish to start negotiations with any existing staff member of Sage Pastel, the PECBP must notify

Sage Pastel’s Management on their intentions before any negotiations take place.

 Sage Pastel undertake that no staff member previously employed by a Business Partner will be entitled to join as a Pastel Evolution Certified Business Partner (PECBP) until six months from the resignation date from the previous employer has passed, or alternatively, consent is granted by the previous employer. It is the responsibility of the previous employer (PECBP) to notify The Pastel Evolution

Channel Team of the staff member leaving and provide full details in order for Sage Pastel to effectively control this.

Road Shows

The maximum number of staff members entitled to attend a Roadshow is dependent on the Business Partner's level of accreditation:

L EVEL O F A CCREDITATION N UMBER O F D ELEGATES

Super Platinum Business Partners

Platinum Business Partners

Gold Business Partners

5

4

3

Silver Business Partners

Authorised Business Partners

2

1

Any additional members attending will be charged a minimum fee.

Workshops

The maximum number of staff members entitled to attend a free workshop is dependent on the Business

Partner's level of accreditation:

L EVEL O F A CCREDITATION

Super Platinum Business Partners

Platinum Business Partners

N UMBER O F D ELEGATES

4

3

Gold Business Partners

Silver Business Partners

Authorised Business Partners

2

1

1

Any additional members attending will be charged a minimum fee.

Addendum A Sage Evolution Business Partner Program Page 5 of 6

Credit Limits

Credit limits will be assessed as per transaction history with us and according to the Sage Pastel criteria. New

Channel Partners are required to build up transaction history before applying. Credit terms will be subject to conditions outlined by Sage Pastel Finance Department. Details will be supplied on application.

Addendum A Sage Evolution Business Partner Program Page 6 of 6

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