Reseller Agreement
This agreement is made on 7 November 2026 between:
- Brightwave Systems Inc., of 400 Harbour Street, Vancouver BC V6C 1A1, Canada ("the Supplier"); and
- Kestrel Digital Pty Ltd, of Level 3, 22 George Street, Sydney NSW 2000, Australia ("the Reseller").
The Supplier makes or supplies the products described below. The Reseller wishes to buy them from the Supplier and resell them to its own customers. They agree as follows.
1. Words used in this agreement
- "Products" means the following, together with any updates and replacements the Supplier chooses to add to the Price List:
- the Brightwave Mesh wireless access points, models BW-200 and BW-400
- the Brightwave Cloud Manager software subscriptions
- the accessories and spare parts listed in the Price List
- "Territory" means Australia and New Zealand.
- "Price List" means the Supplier's list of Products and prices in Australian dollars, as the Supplier gives it to the Reseller and changes it under section 4.
- "Customer" means a person who buys a Product from the Reseller for its own use and not to resell.
- "Brand" means the Supplier's names, trade marks, logos and product images.
- "Year" means a period of twelve months from the start date, and from each anniversary of it.
- "End-User Terms" means the Supplier's licence terms, warranty and other terms that apply to a Product and that the Supplier gives to the Reseller for Customers.
2. Appointment
2.1 The Supplier appoints the Reseller, for the term of this agreement, as a non-exclusive reseller of the Products in the Territory. The Reseller accepts.
2.2 The appointment is not exclusive. The Supplier may sell the Products itself, and appoint other resellers and distributors, anywhere, including in the Territory.
2.3 The Reseller will promote the Products to the following types of Customer: small and medium businesses, schools and local government bodies.
2.4 The Reseller is an independent business. It buys Products and resells them in its own name and on its own account. It is not the Supplier's agent, employee or partner, and it has no authority to make promises, to accept legal duties or to sign for the Supplier. The Reseller sets its own resale prices.
2.5 The Reseller will not actively market or sell the Products outside the Territory, unless the law of the Territory or of the place of sale does not allow this restriction, in which case it applies only as far as the law permits. The Reseller will not sell Products to a person it knows or ought to know will resell them without the Supplier's written agreement, other than in the usual way of business.
3. Term
3.1 This agreement starts on 1 February 2027 and continues for 2 years from the start date, unless it ends sooner under section 15.
3.2 The agreement may be renewed:
automatically for further periods of 1 year unless either party gives 90 days' written notice before the end of the current period
Otherwise it ends at the end of the term, and the parties may extend it only by written agreement.
4. Price List and discounts
4.1 The Reseller will buy the Products from the Supplier at the Price List, less this discount: 30% off the list price for hardware and 20% off the list price for software subscriptions.
4.2 The Supplier may change the Price List and the Products on it by giving the Reseller 60 days' written notice. A change does not affect an order the Supplier has already accepted.
4.3 Prices do not include sales tax, value added tax, customs duties, import charges or freight, which the Reseller pays in addition unless the delivery terms say otherwise. Where the law requires tax to be withheld from a payment, the Reseller will give the Supplier the receipt for it.
4.4 The Supplier may suggest resale prices, but the Reseller is free to set its own.
5. Orders and delivery
5.1 The Reseller orders Products by a written purchase order sent to the Supplier. An order is accepted only when the Supplier confirms it in writing, or ships it. The Supplier may refuse an order for a good reason, such as lack of stock, an unpaid invoice, a credit limit or a legal restriction, and will tell the Reseller promptly.
5.2 The smallest value for one order is AUD 2,000.
5.3 Delivery terms are free carrier (FCA) the Supplier's warehouse in Sydney, under the Incoterms rules in force at the date of the order. Dates for delivery are estimates. The Supplier will tell the Reseller promptly if it expects a delay, but is not liable for a delay it could not reasonably control.
5.4 Risk in Products passes to the Reseller as the delivery terms say. Title to goods passes to the Reseller when the Supplier receives payment in full, to the extent the law allows that to be agreed. Until then the Reseller will keep the goods separate and insured, and may sell them in the usual way of business.
5.5 Software and subscriptions are licensed, and not sold. The Reseller gets only the right to resell the licences to Customers on the End-User Terms.
6. Sales targets
6.1 The Reseller will aim to reach this target: purchases from the Supplier of at least AUD 250,000 in each Year.
6.2 If the Reseller misses the target in a Year: the Supplier may, on 30 days' written notice, reduce the discount by 5 percentage points or end the agreement. This is the Supplier's only remedy for a missed target, unless the Reseller has also broken another part of this agreement.
7. Marketing and the Brand
7.1 The Reseller will use reasonable efforts to promote and sell the Products, will keep a good trade premises or website, and will deal with Customers honestly and professionally.
7.2 The Supplier gives the Reseller a non-exclusive, non-transferable licence, for the term, to use the Brand in the Territory only to promote and resell the Products. The Reseller will follow the Supplier's written brand guidelines, will not change the Brand, will not combine it with its own marks in a way that suggests one business, and will not register or use any name, domain name or social media account that includes or looks like the Brand.
7.3 The Reseller may describe itself as "an authorised reseller of" the Supplier's Products and must stop doing so when this agreement ends. All goodwill from use of the Brand belongs to the Supplier.
7.4 The Reseller will submit any new advertising or other material that uses the Brand to the Supplier for approval before first use, and will use it only if the Supplier approves it, such approval not to be unreasonably withheld.
7.5 The Reseller will make no promise, warranty or claim about a Product that the Supplier has not approved, and nothing that is false, misleading or unfair to a competitor.
8. Customers and End-User Terms
8.1 The Reseller will give each Customer the End-User Terms before the sale, and will make sure that the Customer accepts them where they require it. The Reseller will not give a Customer any right greater than the End-User Terms give, and will not change them.
8.2 Software is licensed to the Customer by the Supplier directly under the End-User Terms. The Reseller will not copy, change, decompile or share software or licence keys, and will not allow Customers to use software in ways the End-User Terms forbid.
8.3 The Reseller owns its own customer relationships and its own customer list. The Reseller will tell the Supplier the name and country of each Customer when this is needed for a licence, a warranty, a safety recall or a legal duty.
8.4 The Reseller will keep records of its sales of Products, including serial numbers where they exist, for at least 5 years, and will give the Supplier a copy of them on request, to the extent needed for a recall, a warranty claim, an audit of licence use or a legal duty.
9. Support
9.1 The Reseller is the Customer's first point of contact. It will answer Customers' questions about use and set-up, and will try to solve ordinary problems itself, using the Supplier's documents and training.
9.2 The Supplier will give the Reseller technical support during Monday to Friday, 9.00 to 17.00 Pacific time, and will reply to a support request within 1 working day. The Supplier will also give the Reseller reasonable training and sales material.
9.3 The Supplier is responsible for the warranty for Products as stated in the End-User Terms, and for updates and fixes it makes available. The Reseller will pass on warranty claims to the Supplier promptly.
10. Payment and credit
10.1 The Supplier will invoice the Reseller for each order when the Products are shipped or, for software, when the licence is made available. The Reseller will pay each invoice in full in Australian dollars, within 30 days from the date of the invoice, without set-off or deduction other than any the law requires, whether or not it has been paid by the Customer.
10.2 The Supplier may set a credit limit for the Reseller, and may refuse or hold orders that would take the Reseller over it or while an invoice is overdue.
The credit limit is AUD 50,000.
10.3 A sum not paid on time carries interest at 4% a year above the base rate of the central bank of the country of the currency of payment, from the due date until payment, to the extent the law allows. The Supplier may suspend deliveries on 10 days' written notice while a sum that is not in good faith disputed remains unpaid.
11. Returns and faulty goods
11.1 The Reseller will check each delivery and will tell the Supplier in writing, with details and photographs where it can, within 14 days after delivery if goods are damaged, faulty or not what was ordered.
11.2 For goods that the Supplier agrees are faulty or wrong, the Supplier will, at its choice, repair or replace them, or credit the price paid, and will pay the cost of returning them. The Supplier will give a return authorisation number before goods are sent back.
11.3 Apart from section 11.2 and the warranty in the End-User Terms, the Supplier does not accept returns of Products that have been correctly delivered, unless the Supplier agrees in writing to a return and any restocking charge.
12. Compliance
12.1 Each party will follow the laws that apply to it in connection with this agreement, including laws on export controls, trade sanctions, customs, data protection, consumer protection and competition.
12.2 The Reseller will not sell or send Products to a country, person or use that is barred by the export, import or sanctions laws that apply, and will tell the Supplier at once if it learns of a possible breach.
12.3 Neither party will offer, give, ask for or accept a bribe or an improper advantage, directly or through another person, in connection with this agreement, and each will keep honest records of payments. The Supplier may end this agreement at once on written notice if the Reseller breaks this section.
13. Confidentiality
Each party will keep secret the other's confidential information, including its prices, discounts, product plans, customer lists and technical information, will use it only for this agreement, and will tell only the people and advisers who need it and are bound to keep it secret. This does not apply to information that is public without a breach, that the party already lawfully had, or that it must disclose by law or by order of a court. This duty continues for 5 years after this agreement ends.
14. Liability
14.1 Neither party limits its liability for death or personal injury caused by its negligence, for fraud, or for anything else the law does not allow to be limited.
14.2 Subject to section 14.1, neither party is liable to the other for loss of profit, loss of business, loss of goodwill or loss of data, or for indirect or consequential loss, arising from this agreement.
14.3 Subject to section 14.1, each party's total liability to the other for all claims arising from this agreement in any Year is limited to the amounts the Reseller paid to the Supplier in the 12 months before the event. This limit does not apply to the Reseller's duty to pay for Products, or to a breach of section 7, 12 or 13.
14.4 The Supplier gives the Reseller only the warranties stated in this agreement and in the End-User Terms. All other terms that would otherwise be implied are excluded, as far as the law allows.
14.5 The Supplier will defend and compensate the Reseller against a claim by a third party that a Product, used as the Supplier intended, infringes that party's intellectual property rights in the Territory, if the Reseller promptly tells the Supplier, lets the Supplier take charge of the claim and gives reasonable help. The Supplier may replace or change the Product, or refund the price, to end the claim.
15. Ending the agreement
15.1 Either party may end this agreement without cause by giving the other 90 days' written notice.
15.2 Either party may end this agreement at once by written notice if the other:
- commits a serious breach and, if it can be put right, does not put it right within 30 days of written notice;
- becomes insolvent, enters bankruptcy, administration or a similar process, or stops doing business; or
- cannot perform because of a cause outside its control that lasts more than 60 days.
15.3 The Supplier may suspend the Reseller's right to place orders at once if the Reseller breaks section 7 or 12, or has an unpaid invoice that is more than 30 days overdue, until the matter is put right.
16. What happens after the end
16.1 When this agreement ends, the Reseller's right to use the Brand and to hold itself out as a reseller stops, except as this section says. The Reseller will remove the Brand from its premises, websites and material within 30 days, and will return or destroy the Supplier's confidential information.
16.2 The Reseller will pay all invoices that are due, and any that fall due after the end for orders already accepted. Orders not yet shipped may be cancelled by either party.
16.3 For 90 days after the end, unless the Supplier ended the agreement for the Reseller's breach, the Reseller may continue to sell the Products it holds in stock on the terms of this agreement. After that, the Supplier may buy back unsold, undamaged stock at the price the Reseller paid, less the cost of returning it, but is not bound to do so.
16.4 Customers keep their rights. Licences and subscriptions already sold stay in effect under the End-User Terms, and the Supplier will go on giving support and warranty service to Customers, directly or through another reseller. The Reseller will give reasonable help in handing over Customers who ask to move.
16.5 Neither party owes the other compensation for the end of this agreement, or for lost profits, investments or goodwill because of it, unless the law of the Territory requires it and does not allow it to be waived.
16.6 Sections 8.3, 8.4, 11, 13, 14, 16 and 17 continue after the end.
17. General
- This agreement is the whole agreement between the parties about the Products. It replaces everything said or written earlier, and may be changed only in writing signed by both parties.
- Notices must be in writing and sent to the address at the head of this agreement, or by email to an address that a party has given for this purpose.
- If any part of this agreement cannot be enforced, the rest remains in effect.
- A party that does not use a right straight away has not given it up.
- The Reseller may not transfer this agreement or subcontract it without the Supplier's written consent. The Supplier may transfer it to a successor to its business with notice to the Reseller.
- This agreement may be signed in separate copies and electronically, and together they form one agreement.
18. Governing law and disputes
This agreement, and any dispute that arises from it, is governed by the laws of British Columbia, Canada. The parties will first try to settle any dispute by discussing it in good faith for 30 days after one of them gives written notice of it.
The place for deciding any dispute under this agreement is Vancouver. How disputes are decided
Either party may ask a court anywhere for an urgent order to protect its intellectual property or confidential information while a dispute is decided.
Signatures
For the Supplier: Brightwave Systems Inc.
Name and title: ______________
Signature: ______________
Date: ______________
For the Reseller: Kestrel Digital Pty Ltd
Name and title: ______________
Signature: ______________
Date: ______________