VeUP – AWS Resale Agreement 

VeUP – AWS Resale Agreement

1. Introduction 
   1. VeUP is an authorized AWS reseller
      VeUP (and any of its Affiliates) is an authorized reseller of Amazon Web Services (“AWS”) products and services (“AWS Services”). The Client, (“you” or “your”) acknowledges and agrees that receipt of AWS Services pursuant to this Agreement is subject to, and contingent upon, the effectiveness of the agreement between VeUP and AWS pursuant to which it is authorized to resell the AWS Services. This Agreement sets out the general terms and conditions on which VeUP will provide AWS reseller services to the Client (“Reseller Services”) and on which the Client agrees to purchase AWS Services through VeUP. 

1. The following terms are in addition to the Master Services Agreement (MSA) outlined at https://veup.com/growth-master-services-agreement/. Capitalised terms in this Agreement will have the same meaning as defined in the MSA, unless separately defined in this Agreement.  The Client hereby agrees to the MSA in addition to the terms set out in this Agreement, and the associated Order Form. If there is any conflict, the
2. order of precedence is: (a) this Resale Agreement; then (b) the MSA; then (c) any Order Form.

1. Purchasing AWS Services 
   1. Requesting AWS Services
      The Client may request VeUP to purchase AWS Services on their behalf or to make changes to the AWS Services they have subscribed to at any time during the contract term through the Client’s AWS account.

1. AWS Account ID(s)

The Client shall give VeUP the AWS Account ID for every AWS account that will be invoiced under this Agreement (including the management account of any AWS Organization). VeUP is not obliged to provide Reseller Services until it receives the correct IDs.  

1. AWS Services are provided by AWS
   The AWS Services are provided by AWS, and VeUP are not responsible for the performance of the AWS Services. Client acknowledges and agrees that VeUP’s ability to provide certain components of the Reseller Services may be contingent upon VeUP’s receipt of support from AWS. VeUP is not an agent or representative of AWS and is not the creator, manufacturer, distributor or licensor of the AWS Services. 

1. AWS information
   In providing the Reseller Services, VeUP may provide Client with statements, documents, specifications and/or other information relating to the AWS Services. Client acknowledges that such information is based on information AWS makes available to VeUP and VeUP are not responsible for the information. In purchasing the AWS Services, Client is relying on AWS’s specifications only and not on any statements, documents, specifications and/or other information that VeUP may provide. 

1. Client responsibilities 
   1. Maintain VeUPBIllingAdminRole
      VeUP will create the VeUPBillingAdminRole IAM Role with associated VeUPBillingAdmin IAM Policy on the Client’s Management Account. Together this role and policy allow VeUP the required access to provide the Reseller Services. It is the Client’s responsibility to ensure that the VeUPBillingAdminRole IAM Role is not removed from their Management Account for the duration of the contract. The Client should only remove this role and policy after termination of the contract, and after VeUP have paid the final invoice owed by VeUP to AWS for the Client.

1. Compliance with AWS Terms

The Client must comply with the AWS Customer Agreement and any AWS policies that apply to the AWS Service.

1. Indemnity

The Client’s indemnity in respect of AWS claims is set out in the MSA.

1. Fees and payment 
   1. Client is responsible for paying the fees for AWS Services. Fees for AWS Services (“AWS Fees”) will be calculated based on Client’s measured usage of the AWS Services and the price rate publicly posted by AWS at aws.amazon.com, plus any discounts or credits AWS apply that are intended for the Client. AWS Fees are subject to change by AWS without notice. Client acknowledges and agrees that such AWS Fees may be updated by AWS and that VeUP have no control over this and are not responsible for any change in the AWS Fees.
   2. How VeUP charges for Reseller Services
      VeUP’s fees for the Reseller Services (“VeUP Fees”) are the AWS Fees plus the fees for any other product Client subscribes to under the Order Form. VeUP does not charge additional fees for the VeUP Ignite service.
   3. In the event that Client fails to comply with their obligation under 3.1 (Client Responsibilities), and VeUP are unable to access information on Client AWS Fees, VeUP shall use the previous month’s VeUP Fees + 10% to determine the VeUP Fees. Where no previous month’s VeUP Fees exist, VeUP shall charge $5,000 monthly for the duration of the agreement or until the access is reinstated.

1. Liability cap – AWS Resale 
   1. Background
      The scope of the Reseller Services is limited to the consultancy and other services set out in the Order Form. AWS is responsible for providing the AWS Services to the Client and VeUP is not responsible and has no control over the provision of AWS Services. The limits and exclusions in this clause 5 reflect VeUP’s role as the provider of consultancy and other Reseller Services. The Client is responsible for making its own arrangements for the insurance of any excess liability including any liability arising out of or in connection with the AWS Services.

1. Cap on VeUP Liability

VeUP’s total liability arising out of or in connection with the Reseller Services is limited to the margin actually retained by VeUP (VeUP Fees minus AWS Fees) for the AWS Services supplied during the 12 months preceding the event giving rise to the claim.