DISTRIBUTION AGREEMENT MADE AND ENTERED INTO IN THE CITY OF MONTREAL, PROVINCE OF QUÉBEC WITH AN EFFECTIVE DATE OF MARCH 1st, 2005
DISTRIBUTION
AGREEMENT MADE AND ENTERED INTO IN THE CITY OF MONTREAL, PROVINCE OF QUÉBEC WITH
AN EFFECTIVE DATE OF MARCH 1st, 2005
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BY
AND BETWEEN:
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TÉLIPHONE
INC., a
body politic and corporate, duly incorporated according to law, having
a
place of business at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇
▇▇▇ herein represented by ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇,
President, duly authorized as he so declares,
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hereinafter
referred to as “TÉLIPHONE”
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AND:
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MSBR
Communications Inc., a
body politic and corporate duly incorporated according to law, having
a
place of business of at ▇▇▇ ▇▇▇▇▇▇▇▇▇ #▇▇▇, ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇
▇▇▇,
herein represented by ▇▇▇▇▇▇ ▇▇▇▇▇▇,
President,
duly authorized as he so declares,
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hereinafter
referred to as “DISTRIBUTOR”
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____________________________________
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PREAMBLE
WHEREAS
Téliphone
is in the business of providing Voice Over Internet Protocol (VoIP) service
such
that telephone communications may be effected through the use of wireless or
wired high speed Internet and is an importer of the hardware devices required
for delivery of the service (the “Product”)
WHEREAS
Distributor
wishes to obtain an exclusive right to distribute the Product throughout the
province of Quebec (the“Territory”)
through
Retail Outlets and Teliphone’s web site on the terms and subject to the
conditions herein contained.
Whereas
the parties wish to set forth their rights and obligations pertaining to the
right of distribution of the product in the territory and have agreed to cause
the product to be marketed in conformity with the terms and conditions as
provided herein;
WHEREFORE
THE PARTIES HERETO HAVE AGREED AS FOLLOWS:
1. The
Preamble hereinabove stated shall form an integral part of the present Agreement
as if recited herein at length;
2. Definitions
2.1.
BUSINESS CLIENTS: A business client is an end user of the Product and may be
a
moral person or partnership or association or company with limited liability
who
may require multiple telephone lines and other services which the normal private
consumer would not be using.
2.2.
DISTRIBUTOR BACK-OFFICE: means an internet portal supplied by Teliphone where
Teliphone Subscribers may gain access to all of their private records through
the use of internet, such records emanating from Teliphone’s central serving
system which would allow a Distributor to determine what amounts and or
information to determine whatever information that they’re entitled to get
within the agreements made with Teliphone.
2.3.
END
USER: These
are
members of the public who elect to gain access to a device for telephone
communication through the use of VoIP who are charged for the use of the
product;
2.4.
INTERNET SALE: An internet sale occurs when a prospective customer whose
principal address is within the Territory becomes a Teliphone Subscriber through
the purchase of the Product via Teliphone’s web site.
2.5.
PROMOTION MATERIAL: This is advertising information that may be made available
through various means to identify the availability of VoIP products and
services, and without limiting the generality of the nature of this material,
it
may include doorway stickers, posters, table tents, brochures, pamphlets,
business cards, web portal, prepaid telephone service card, etc. wherein the
logo of Téliphone may be displayed and promoted.
2.6.
RECURRING REVENUES: This is the revenue being received by Teliphone from the
Teliphone Subscriber payable to Téliphone based on the services purchased from
Teliphone
2.7.
RE-SELLER: a Re-Seller is a company or individual who will sell The Product
in
The Territory pursuant to authorization emanating from the
Distributor
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2.8.
RE-SELLER BACK-OFFICE: means an internet portal supplied by Teliphone where
Teliphone Subscribers may gain access to all of their private records through
the use of internet, such records emanating from Teliphone’s central serving
system which would allow a Re-Seller to determine what amounts and or
information to determine whatever information that they’re entitled to get
within the agreements made with the Distributor.
2.9.
RETAIL OUTLETS: Means a commercial place of business selling electronic,
computer, telecommunications and related accessories and services with permanent
retail store frontage serving commercial enterprises and the consumer public
whose purposes is to invite the general public to enter their premises in order
to demonstrate and offer for sale products and services such that the product
may be promoted in the Territory.
2.10.
SERVICES: Services include but is not limited to the following items that can
be
purchased by the Teliphone subscriber in order to make and receive calls from
the various Teliphone Products:
*Monthly
Single Point of Contact (SPC) services
*Monthly
Basic VoIP calling services
*Monthly
Unlimited VoIP long distance calling packages
*Monthly
Limited VoIP long distance calling packages
*Long
distance calling on a per minute charge basis
*Monthly
Cellular phone (iPCS) local air time calling services
*Additional
local air time calling services on a per minute basis
*Cellular
phone (iPCS) long distance air time calling services
2.11.
SUBSCRIBER BACK-OFFICE: Means
an
internet portal supplied by Teliphone where Teliphone Subscribers may gain
access to all of their private records through the use of internet, such records
emanating from Teliphone’s central serving system which allows the subscriber to
instantly obtain copy of detailed record of calls, charges incurred to date,
payments received by Teliphone from subscriber, and any other information that
may from time to time be made available by Teliphone for the use by Subscriber
2.12.
SUB-TERRITORY: Shall mean a region as defined by its telephone area code located
within the Territory.
2.13.
TÉLIPHONE SUBSCRIBER: This is any End User of the Téliphone
VoIP or Cellular service in good payment standing who elects to complete or
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receive
a
telephone call using a telephone device which is being made available by
Téliphone. Only Teliphone Subscribers whose principal location entered in their
account as residing within the Territory will be considered in this
agreement.
2.14.
TERRITORY: Shall mean the Province of Quebec
2.15.
VoIP: Voice
Over Internet Protocol consists of a form of voice communication through the
use
of high speed internet, wireless internet (wi-fi), router, gateway, portable
and
desktop communication devices
3.
APPOINTMENT OF DISTRIBUTOR
3.1.
Teliphone appoints the Distributor as its exclusive distributor in the Territory
for Sales through Retail Outlets and Teliphone’s Web Site upon the terms and
conditions herein set out and Distributor hereby accepts such
appointment:
3.2.
PROVISION FOR EXISTING TELIPHONE RESELLERS IN THE TERRITORY. The Distributor
acknowledges that there exists agreements in place with Re-Sellers in the
Territory, said agreements are identified in Schedule “A” annexed hereto.
Teliphone undertakes to use its best efforts to transfer all rights and
obligations under these agreements to the Distributor. Distributor warrants
and
represents that it will respect the terms and conditions so transferred.
Distributor is hereby authorized to re-negotiate existing agreements with the
Re-Sellers and Teliphone will use its best efforts to assist in such
negotiations by acting as a mediator to attempt to resolve any cause of dispute
or misunderstanding with the respect to the orderly transfer of the rights
and
obligations that is provided for under this agreement.
3.3.
Teliphone agrees to issue a letter in form and content as identified in schedule
“B” annexed hereto and provide copy of same to Distributor. Distributor
acknowledges that the Re-Seller may prefer to continue purchasing directly
from
Teliphone and not from Distributor. In the event such sales occur, Teliphone
shall provide copy to Distributor of all such transactions in order that the
Distributor receives their portion of any recurring revenues that may be derived
from the marketing of the product by the Re-Seller. Consequently, Distributor
shall receive the commissions payable as defined in Schedule “A”.
3.4.
The
distributor acknowledges having received all agreements that exist between
Teliphone and Re-Sellers and notice of the present assignment and subrogation
in
the form as set forth in schedule “B” shall immediately be sent to the
Re-Sellers upon signing of this agreement.
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3.5.
Teliphone may continue to supply, sell and receive payments directly from the
Re-Sellers for the Product. It is the desire and intention of the parties hereto
to cause
such activity to be the exclusive domain of the Distributor. Consequently,
both
parties shall use their best efforts in good faith to re-direct the sale and
supply of the Product such that only the Distributor is providing the Re-sellers
with the Product and not Teliphone.
3.6.
INTERNET SALES WITHIN THE TERRITORY. Distributor will be entitled to the 25%
commissions on Recurring Revenues for all internet sales made within the
Territory to Teliphone Subscribers whose principal address is within the
Territory. Distributor will not receive any commissions on the hardware devices
sold.
4.
DETAILS OF SALES ACTIVITIES WITHIN THE TERRITORY
4.1.
Distributor acknowledges that Teliphone has appointed a wholesaler known as
“GH”
in order to provide VoIP services and long distance services at a wholesale
level in the Territory to Business Clients and as a consequence thereof
renounces to any claim or beneficial interest and or right with respect to
any
revenues derived from the activities of Teliphone and GH. As a result of this
appointment, existing Teliphone Re-Sellers such as AR Wiring Solutions (ie.
Re-seller for Business Clients) will fall under the management of GH. GH will
not be permitted to sell through Retail Outlets without prior approval by
Distributor, nor can they sell to private consumer clients without prior written
consent of Distributor and Teliphone whose consents will not be unreasonably
withheld.
4.2.
Teliphone has developed a white-label partnership with NCTel Telecom /
(Additional Trade Name: Dielek Telecom) (“NCTel”). NCTel is permitted to sell
their white-label version of the Teliphone product with the following
conditions:
a)
NCTel
cannot sell their product in Retail Outlets in the city of St-Hyacinthe,
Province of Quebec.
b)
NCTel
cannot sell their version of the Teliphone product in any Retail Outlets outside
of city of Sherbrooke, Province of Quebec without the prior written consent
of
Teliphone and its Distributor. Teliphone will work with Distributor in order
to
ensure that any approved Retail Outlet sales by NCTel does not damage or hinder
any Sales and Marketing initiatives currently underway by
Distributor.
c)
Distributor cannot sell Teliphone’s products and services in the city of
Sherbrooke, Province of Quebec until November 1, 2005.
4.3.
Distributor acknowledges that as they sell the product, there is initially
a
substantial negative financial burden which is assumed by Teliphone, namely
that
Teliphone must
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apply
inventory below its cost. Consequently, Teliphone reserves the
right to decline or to accept any orders from Distributor if;
a)
It is
not in the interest of Teliphone from an economic point of view,
or;
b)
If the
timing for the commencement of the business is inappropriate, Teliphone, its
Distributor and, if necessary, an independent mediator will determine the
appropriate timing, or;
c)
If the
Re-Seller is not deemed appropriate, Teliphone, its Distributor and, if
necessary, an independent mediator will determine the appropriateness of the
Re-Seller, or;
d)
if the
credit worthiness of the Re-Seller is not considered to be appropriate,
Teliphone reserving in its sole discretion to determine the appropriate credit
credentials or; Teliphone must demonstrate inappropriate credit worthiness
by
means of credit verification services to Distributor.
e)
For
any other commercial reason arising out of current market circumstances.
Teliphone will demonstrate to Distributor the severity of the market
circumstance which will necessitate such an action.
4.4.
As
part of Teliphone’s Sales and Marketing Plan in the Territory, Teliphone may
sell direct to Wholesalers. As a consequence, Distributor thereof renounces
to
any claim or beneficial interest and or right with respect to any revenues
derived from the activities of Teliphone and Wholesalers. Teliphone, however,
will not supply to any wholesalers who in turn will re-sell Teliphone’s products
and services through Retail Outlets. Should Teliphone sell to Wholesalers
(except noted in 4.1. above) that are not selling to Business Clients in The
Territory, then Distributor shall receive a monthly commission of 10% of the
Wholesaler’s cost, to a minimum of $1.00 on the Basic VoIP monthly service
price.
5.
RE-SELLERS / ASSIGNMENT
5.1.
Teliphone hereby grants to the Distributor the right to appoint persons or
companies as its Re-Sellers of the Product, provided however that the
appointment by the Distributor of one or more Re-Sellers shall not relieve
the
Distributor of its obligations hereunder. Teliphone shall be requested in
writing for its consent for such appointment, which consent will not be
unreasonably withheld.
6.
REQUIRED TELIPHONE SUBSCRIBER SALES
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6.1.
Distributor shall purchase directly from Teliphone the minimum quantities of
the
Product and hereby warrants and represents that it shall, on a best effort
basis, cause sales to occur to Teliphone Subscribers by achieving End User
activations.
6.2.
It
is understood by both parties that there are many external factors that may
influence sales objectives, such as competitive activity, amounts of investment
in branding and promotion, inventory considerations for opening up new
retailers, area code availabilities within Teliphone’s ability to cover the
Territory, etc. As a result, quantities related to objectives in 6.1. above
will
be established based on a marketing plan produced by both Parties by the 31st
of
December, 2005.
6.3.
Distributor hereby warrants and represents that it hereby agrees to the pricing
as set by Teliphone under schedule “C” which pricing may be modified from time
to time at the sole discretion of Teliphone. Teliphone shall demonstrate to
Distributor a valid reason for making any changes to the pricing structure
outlined in schedule “C”.
7.
RESPONSIBILITIES OF TELIPHONE
7.1.
Teliphone will, on a best effort basis, ensure that it supplies to Distributor,
within reasonable lead times befitting the product or service offering, all
products and services as ordered and required by Distributor in order for it
to
deliver on its responsibilities as outlined in section 6 above.
8.
SHIPPING AND PAYMENT ARRANGEMENTS
8.1.
Products will be shipped to one destination supplied by the Distributor upon
receipt by Teliphone of the Distributor’s purchase order. The product shall be
sold F.O.B. Teliphone’s warehouse.
8.1.1.
Terms of payment will be COD.
8.2.
Teliphone will pay Distributor all commissions within 15 days of month end
as
per Schedule “D”. Paragraph 4.5 is also subject to the payment agreement
described in this paragraph 7.2.
9.
RESPONSIBILITIES OF THE DISTRIBUTOR
The
distributor agrees that during the term of this Agreement, it
shall:
9.1.
Comply and cause all its Re-Sellers or parties appointed by it to comply with
all applicable laws in the Territory relating to the advertising, distribution
and sale of Products and with the terms and conditions of this
Agreement.
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9.2.
Request approval from Teliphone on all marketing and promotional material prior
to distribution.
9.3.
Devote its best efforts to the performance of its obligations under this
Agreement
9.4.
Make
every reasonable effort and use proper means to develop the market potential
for
trade in Product and actively solicit the activation by End Users.
9.5.
Share in marketing, promotion and advertising costs as agreed upon with
Teliphone on a case by case basis.
9.5.1.
In
the case of demonstration phones, Distributor will cover 100% of Teliphone’s
cost of the hardware required for the demonstration unit. Teliphone will pay
for
a free unlimited local calling only on the demonstration unit. The number of
demonstration units in circulation will be determined on a case by case basis
by
Teliphone and Distributor.
9.5.2.
Distributor will provide Teliphone with banner advertising throughout its
network of web sites.
9.6.
Develop, promote and maintain with End Users, the goodwill and reputation of
Teliphone and its products and services.
10.
TERM AND TERMINATION
10.1
TERM.
This
Agreement shall commence on the date hereinabove and remain in effect for an
initial period of two (2) year from the effective date. This agreement shall
automatically renew successive one-year terms, unless either party provides
written notice to the other party not less than ninety (90) days prior to the
end of the Initial Term, or end of successive renewal terms. In the case of
dissolution of this contract, Distributor will be entitled to commissions on
recurring revenues for as long as the Teliphone Subscriber that existed prior
to
the dissolution of this contract remains a client in good standing of
Teliphone.
10.2
TERMINATION BY EITHER
PARTY. Either party (the “Non-Defaulting Party”) may terminate this Agreement by
providing at least thirty (30) days prior written notice to the other party
(the
“Defaulting Party”) upon the occurrence of any of the following
events:
(a) the
Defaulting Party is in default in the performance of any of its obligations
under this Agreement or breaches any provision hereof and such default or breach
continues after at least ten (10) following receipt of written notice of such
default or breach from the Non-Defaulting Party to the Defaulting
Party.
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(b) the
conviction in any court of competent jurisdiction of either party or any
employee, shareholder, director or officer of either party for any crime or
violation of law if, such conviction is likely to adversely affect the operation
or business of the other party or tend to be harmful to the goodwill or
reputation of the other party.
(c) Any
conduct or practice by either party, its directors, officers, employees or
shareholders, which is injurious to the goodwill or reputation of the other
party.
(d) Either
party commits, participates or acquiesces in any fraudulent or improper actions
in regards to this agreement;
11.
CONFIDENTIALITY.
11.1.
"Confidential Information" means any business and technical information
disclosed by either party to the other party, either directly or indirectly,
in
writing, orally or by inspection of tangible objects (including without
limitation concepts, designs, documents, prototypes or samples), which is
designated as "Confidential," "Proprietary" or some similar designation or
is
disclosed under circumstances which indicate its confidential nature.
Confidential Information may also include third party confidential information.
Confidential Information will not include any information which
(i) was
publicly known and made generally available in the public domain prior to the
time of disclosure by the disclosing party;
(ii) becomes
publicly known and made generally available after disclosure by the disclosing
party to the receiving party through no action or inaction of the receiving
party;
(iii) is
already in the possession of the receiving party at the time of disclosure
by
the disclosing party as shown by the receiving party's files and records
immediately prior to the time of disclosure;
(iv) is
obtained by the receiving party from a third party without a breach of such
third party's obligations of confidentiality; or
(v) is
independently developed by the receiving party without use of or reference
to
the disclosing party's Confidential Information, as shown by documents and
other
competent evidence in the receiving party's possession.
11.2.
Non-use and Nondisclosure. Each party agrees not to use any Confidential
Information of the other party for any purpose except to perform its obligations
or exercise its rights under this Agreement. Each party agrees not to disclose
any
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Confidential
Information of the other party to third parties or to such party's employees,
except to those employees or consultants of the receiving party who are required
to have the information. Nothing in this Section precludes either party from
disclosing the other party’s Confidential Information as required by law or a
legal process.
11.3.
Maintenance of Confidentiality. Each party agrees that it will take reasonable
measures to protect the secrecy of and avoid disclosure and unauthorized use
of
the Confidential Information of the other party. Without limiting the foregoing,
each party will take at least those measures that it takes to protect its own
most highly confidential information and will ensure that its employees and
independent contractors who have access to Confidential Information of the
other
party have signed a non-use and non-disclosure agreement in content similar
to
the provisions hereof. Each party will reproduce the other party's proprietary
rights notices on any such approved copies, in the same manner in which such
notices were set forth in or on the original.
12.
GENERAL AND CONCLUDING PROVISIONS
12.1.
This agreement shall ensure to the benefit of and be binding upon the parties
hereto, and their respective heirs, legatees, executors, legal representatives,
successors and assigns.
12.2.
This Agreement contains the entire agreement among the parties with respect
to
the transactions contemplated herein, and supersedes all prior negotiations,
agreements and undertakings.
12.3.
This Agreement may be executed in two or more counterparts each of which shall
be deemed an original and all of which together shall constitute one and the
same Agreement. Faxed signatures of the parties shall be valid and binding,
however, the parties hereto agree to provide the original of their signature
to
this Agreement to each of the other parties thereafter.
12.4.
All
notices in connection with this Agreement shall be in writing and either
hand-delivered or mailed by registered or certified mail and shall be sent
to
all of the parties hereto. Any such notice shall be deemed to have
been
received on the earlier of the date of the hand-delivery or on the fifth (5th)
business day following the date indicated on the proof of mailing.
The
respective addresses for such notices are:
Téliphone
Inc
▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone
(▇▇▇) ▇▇▇-▇▇▇▇
10
Fax
(▇▇▇) ▇▇▇-▇▇▇▇
E-Mail:
▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇
Distributor
MSBR
Communications Inc.
▇▇▇
▇▇▇▇▇▇▇▇▇ #▇▇▇
▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention :
▇▇▇▇▇▇ ▇▇▇▇▇▇
Telephone
(▇▇▇) ▇▇▇-▇▇▇▇
Fax
(▇▇▇)
▇▇▇-▇▇▇▇
E-mail :
▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇
12.5.
This Agreement shall be construed in accordance with the laws of the Province
of
Quebec and Canada.
12.6.
This Agreement may be amended only by written agreement duly executed by all
parties hereto.
12.7.
The
parties shall furnish and deliver from time to time such documents, and writings
as may reasonably be required as necessary or desirable to complete this
Agreement and to give effect to its provisions.
12.8.
The
parties agree to do and cause to be done such acts, deeds, documents and/or
corporate proceedings as maybe necessary or desirable to complete this
Agreement, and to give effect to its provisions.
12.9.
In
the event the majority control of the shares in Teliphone is sold to a third
party and or in the event that the sale of the assets of Teliphone occurs,
it is
understood and agreed that the rights and obligations provided for the benefit
of the Distributor under this agreement shall form the subject of a specific
clause under such future agreements whereby the new controlling shareholders
and
or the purchaser of the assets assumes all financial obligations of Teliphone
as
provided for herein.
12.10.
The parties hereto have requested that the present Agreement be drafted in
the
English language. Les parties déclarent qu’ils ont requis que la présente
entente soit rédigée dans la langue anglaise.
WHEREFORE
THE PARTIES HERETO HAVE SIGNED WITH DATE EFFECTIVE ON THE DATE AND PLACE FIRST
MENTIONED HEREINABOVE.
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TÉLIPHONE
INC
per:
/s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
____________________________________________
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, President
May
2/05
____________________________________________
Date
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Distributor:
MSBR Communications Inc.
per:
/s/
▇▇▇▇▇▇ ▇▇▇▇▇▇
____________________________________________
▇▇▇▇▇▇
▇▇▇▇▇▇, President
02/05/05
____________________________________________
Date
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SCHEDULE
“A”
|
Re-Seller
|
Territory/Focus
|
Distributor
|
Segment
|
Hardware
|
Recurring
|
Resulting
Distributor Commission on Recurring
|
|
Teleplus
Qc
|
Quebec/Gr-Mtl
|
MSBR
|
Cons
|
Reduced
|
0%
|
25%
|
|
DRC
|
Quebec/Laval
|
MSBR
|
Cons
|
25%
|
15%
|
10%
|
|
Camelot
|
Quebec/Mtl
|
MSBR
|
Cons
|
25%
|
25%
|
10%
|
|
Nu
Frontier
|
Quebec/TMR
|
MSBR
|
Cons
|
25%
|
15%
|
10%
|
|
Comp.
Solutions
|
Quebec/P-aux-Tr
|
MSBR
|
Cons
|
25%
|
15%
|
10%
|
|
▇▇▇▇▇.▇▇/▇▇▇
|
Quebec/Mtl
|
MSBR
|
Cons
|
25%
|
15%
|
10%
|
|
Syac
|
Quebec
|
MSBR
|
Cons
|
▇▇▇
|
▇▇▇
|
Min
10%
|
|
VanDerWelt
|
Quebec
|
MSBR
|
Cons/Bus
|
25%
|
15%
|
10%
|
|
▇▇▇▇▇
Abbelard
|
Quebec
|
MSBR
|
Cons
|
25%
|
20%
|
10%
|
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SCHEDULE
“B”
DATE:
Reseller
Name
ATT:
Reseller
Address
Subject:
Appointment of Quebec Distributor for Teliphone Inc.
Dear
Re-seller,
Effective
immediately, Teliphone Inc. has transferred, assigned and subrogated MSBR
Communications Inc all rights and obligations which exist between our firm
and
your company pursuant to an agreement dated _______________.
You
are
kindly requested henceforth to cause all future communications and business
dealings pertaining to VOIP to occur by communicating directly
with;
MSBR
Communications Inc.
ATT:
▇▇▇▇▇▇ ▇▇▇▇▇▇, Director of Sales Quebec
▇▇▇
▇▇▇▇▇▇▇▇▇ #▇▇▇
▇▇▇▇▇▇▇
▇▇ ▇▇▇ ▇▇▇
Tel :
(▇▇▇) ▇▇▇-▇▇▇▇
Fax :
(▇▇▇) ▇▇▇-▇▇▇▇
Email :
▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇
The
decision to authorize a distributor to act in the territory where you are
working as a reseller has been made in order to give you and all subscribers
of
Teliphone more efficient and effective services henceforth.
Signed,
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
President
& CEO
Teliphone
Inc.
(▇▇▇)
▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇
14
SCHEDULE
“C”
Effective
February 6, 2005
|
Item
|
Residential
/ SOHO
|
Commercial
/
Enterprise
|
|
Hardware
|
||
|
Teliphone
(wi-fi), with 12 mth contract
|
$99.00
|
$99.00
|
|
Teliphone
(wi-fi), no contract*
|
$229.95
|
$229.95
|
| TeliphoneLine, single port, with 12 mth contract |
$59.00
|
$59.00
|
| TeliphoneLine, single port, no contract |
$129.95
|
$129.95
|
| TeliphoneLine, dual port, with 12 mth contract |
$79.00
|
$79.00
|
| TeliphoneLine, dual port, no contract |
$149.95
|
$149.95
|
|
Rate
Plan
|
||
| Single Point of Contract** |
$5.00/mth
|
$5.00/mth
|
|
Basic
VoIP
Service
Unlimited
within Teliphone local area***
|
$14.95/mth
|
$14.95/mth
|
| Unlimited Quebec |
$4.95/mth
|
$9.95/mth
|
| Unlimited North America**** |
$9.95/mth
|
$19.95/mth
|
|
Additional
Services
|
||
| Extra handset attributed to same number | ||
| Teliphone (wi-fi) |
$199.95
|
$199.95
|
| TeliphoneLine (single port) |
$129.95
|
$129.95
|
| TeliphoneLine (dual port) |
$149.95
|
$149.95
|
| Additional monthly charge |
$4.95/mth
|
$4.95/mth
|
| Extra phone number on same handset |
$4.95/mth
|
$4.95/mth
|
| Activation charge per line |
Currently Free
|
$19.95
|
*
Includes a $30 long distance credit upon activation.
**PC,
Single Point of Contact, includes a phone number, FollowMe Call forwarding
and
Voice Mail.
***
Local
area includes Montreal, Toronto and New York. Future Canadian cities will be
added to the local coverage area.
****
Includes Continental US and Canada.
15
SCHEDULE
“D”
The
purchase and commission structure is as follows:
Hardware:
| · |
Téliphone
V1 wi-fi VoIP phone at a cost of $60
each
|
| · |
TéliphoneLine
single port unit at a cost of $20
each
|
| · |
TéliphoneLine
dual port unit at a cost of $40
each
|
In
the
case where DISTRIBUTOR should sell a hardware unit at the full, non-contract
price, the above margins (sell price - cost) will still apply to calculate
the
cost.
As
commission for activating new accounts with monthly unlimited rate plans, a
10$
commission will be credited to DISTRIBUTOR’s account upon the activation of a
$9.95/mth North America Unlimited plan. A 5$ commission will be credited to
DISTRIBUTOR’s account upon the activation of the line with a $4.95 Province
Unlimited plan.
No
commissions will be paid out on the iPCS SIM card, iPCS hardware or the iPCS
security deposits.
Services:
DISTRIBUTOR
will receive 25% commission on the total expenditures (monthly basic plan and
unlimited long distance plans) made by the DISTRIBUTOR’s activated
clients.
Distributor
will receive 5% commission on long distance to be paid upon receipt of pre-paid
$10 increments as received by active Teliphone subscribers.
DISTRIBUTOR
will also acknowledge that if Teliphone services are sold to a Call Center
customer, then DISTRIBUTOR’s Call Center customers cannot subscribe to unlimited
long distance packages and must negotiate a per minute Long Distance rate with
Teliphone.
The
Téliphone iPCS monthly plans, additional cellular air time minutes and cellular
long distance minutes will provide a 5% commission.