Contract
Téliphone
Inc. Wholesaler Agreement
Between:
Téliphone
Inc. (“Téliphone”) And
NCTel
inc. (“Wholesaler”)
Purpose:
Wholesaler
will re-sell Téliphone products and services to its own re-sellers and
end-users.
Territory:
Wholesaler
will operate within the geographical territory of Canada and USA.
Exclusive
Territory:
Wholesaler
will be provided the exclusive territory of Sherbrooke, Quebec (defined by
area
codes to be determined) with the following terms and conditions:
1. The
term
of exclusivity exists for a period of six (6) months from the time that
Téliphones from this territory become available for sale.
2. During
this period, all sales direct from Téliphone or otherwise will be commissionable
sales to the Wholesaler.
3. The
Wholesaler will maintain exclusivity during the exclusivity term provided
the
following sales and activations are achieved: (If these results are not
achieved, then the Wholesaler forfeits its exclusivity)
|
a.
|
100
Téliphone activations from the onset.
|
|
b.
|
500
Téliphone activations by month three (3)
|
|
c.
|
1,000
Téliphone activations by month five
(5)
|
Wholesaler
may request other exclusive territories that are not currently served by
Téliphone. No guarantee on granted exclusivity will be made at the time of
signing of this term sheet. Sales performance in the Territory will determine
the Wholesaler’s right to claim additional territories.
Promotion
in the Exclusive Territory:
Wholesaler
will be responsible for all promotion costs directly targeting the Exclusive
Territory during the period of exclusivity.
Commission
and Fee Structure:
(Pertaining
to Téliphone’s Voice over Internet Protocol (VoIP) products and services
only)
Hardware:
Wholesaler
will purchase the hardware at a discount of 25% of Téliphone’s retail price.
Services:
Wholesaler
will be invoiced 75% of the total expenditures made by the Wholesaler’s
activated clients. The retail price of the monthly costs is $19.95 basic
service
plus an additional $9.95 for America IPOne. Additional long distance charges
are
invoiced in advance in $10.00 increments based on usage
requirements.
Method
of Payment:
Invoicing
will occur in the following manner:
|
*
|
Hardware
payable upon receipt
|
|
*
|
Monthly
recurring revenues for the current month on the first of every
month
payable net 15 days
|
|
*
|
Long
distance charges incurred for the current month on the 30th
of
every month payable net 15 days
|
Wholesaler
will then invoice its clients directly.
In
cases
where Wholesaler’s clients leave their credit cards as payments direct on the
Téliphone website, Téliphone will provide payment to Wholesaler within 15 days
after the 30th
of the
current month.
Wholesaler’s
Customer Interface via Téliphone web site:
Téliphone
will provide Wholesaler with “Call Record Details” for all units registered to
Wholesaler via its website. Wholesaler will put up its own web site and have
an
interface link to Téliphone’s database.
Wholesale’s
customers will be able to access the following information within their
Téliphone account via a web interface (or through Wholesaler’s web
site):
|
*
|
Personal
call records
|
|
*
|
FollowMe
call forwarding system
|
|
*
|
Account
information page
|
Marketing
and Branding:
Wholesaler
will be entitled to brand all the Téliphone products with their own branding,
for example:
“Wholesaler
Inc. VoIP Service”.
Wholesaler
is permitted to tell its customers that he is utilizing Téliphone’s
network.
2
Téliphone
reserves the right to be provided a copy of all marketing and branding prior
to
market launch and approve or reject should the marketing be deemed inappropriate
or not within Téliphone’s acceptable quality standards.
Approved,
| /s/ Xxxxxx Xxxxxxxx | Xxxxxx Xxxxx |
|
Xxxxxx
Xxxxxxxx
|
Name:
/s/ Xxxxxx Xxxxx
|
|
President
|
Title:
President
|
|
Téliphone
Inc.
|
Company :
Digital Radio Communications
|
|
Date :
14/12/04
|
Date :
14/12/04
|
