Pastel Evolution Certified Business Partner Accreditation Programme

Sage Pastel Evolution Certified Business Partner – Status Levels

01 October 2013 – 30 September 2014

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.

• 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.

• 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. Applicationsare subject to approval.
• Annual Fees account being current.
• Account being current.
• EPCPCertification 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 entitledto 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 willbe required to provide us with the customer detail, and we will invoice the customer directly. Once the customerhas 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 VARsuite 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 followingwill apply:

• You will be notified that your account has been closed.
• Customers will be delinked.
• 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.

• 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.

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 belinked 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 youraccount 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 sentafter 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

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 SagePastel 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:

Any additionalmembersattending will be charged a minimum fee.

Workshops

The maximum number of staff members entitled to attend a free workshop is dependent onthe Business Partner's

level of accreditation:

Any additional members attending will be charged a minimum fee.

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 SagePastel Finance Department. Details will be supplied on application.

Addendum A Sage Evolution Business Partner Program Page 1 of 6