are part of the contracts between iCP Services BV (iCP)
and its PARTNER

Basics of the Agreement
    1.     These General Terms and Conditions are applicable to all offers and Agreements with Partners, whether
           they be resellers, dealers, OEM's or otherwise (hereinafter to be called: Partner or You) in respect of
           (customized work for) all products/services provided by iCP Services BV. (hereinafter: iCP or Us).
    2.     These Conditions were last updated October 2010. The Conditions are effective between Partner and iCP as
           of the date of these Conditions being placed on iCP's website.
    3.     These Partner Conditions as well as the Generic Conditions, which apply in the relationship between iCP and
           Customer, and thus mutatis mutandis between iCP and Partner may be found in The Customer Conditions,
           prevail over any conditions of iCP's Partner or (in)direct Customer; even when Partner or (in)direct
           Customer has documents/instruments in place which state that iCP concurs with Partner's or (in)direct
           Customer's conditions. Should those conditions not have been specifically stated in the ContractLetter or in
           a signed Addendum iCP cannot be held to (part of) those Partner's or (in)direct Customer's conditions.
    4.     The Partner with whom these General Terms and Conditions have been agreed concurs with the
           applicability of these Partner Conditions and the Customer Conditions to any (later) Agreements entered
           into with us.
    5.     With the ContractLetter, These Partner Conditions, The Customer Conditions and the Appendixes Partner
           obtains the right to sell iCP's Services Suite (or part thereof) to its Customers.
    6.     The ContractLetter, These Partner Conditions, The Customer Conditions, the Appendixes to the Conditions,
           as well as future Additions all together constitute the Agreement; each document an unbreakable part of the
           total Agreement.
           ContractLetter that references these Conditions, or by allowing the integration and/or
           implementation work to commence, or when ordering online, by ticking the appropriate box, YOU
    8.     Partner may not access the iCP's Services Suite (hereinafter also to be called 'Services') for purposes of
           monitoring the availability, performance or functionality of the Services, nor for any other benchmarking or
           competitive purposes.
    9.     When an Agreement has been constituted iCP grants Partner and Partner accepts the non-exclusive right to
           provide the iCP's Services Suite. iCP shall provide the agreed services to Partner under a right to use
           license. The Services are provided as ASP/SaaS services through iCP's platforms which are located where
           iCP deems best.
    10.    Partner acknowledges that (i) iCP may appoint other Partners and/or Partners and (ii) that iCP itself markets

                                                       oktober 2010
                                                      iCP Services BV

[corr.] Alkmaardermeer 42 - NL-3068 KB Rotterdam [I] [T] +31 (0) 88 0883300 [F] +31 (0) 88 0883301
[E] [VAT] NL 8156.29.515.B01 [Reg.number] 24.393.933 [OPTA] 941655 [Bank account] 4899539 iCP Services
          and provides the same type of services directly, either with iCP' own personnel or by appointing Sales
          Representatives, Dealers, Resellers or persons representing iCP bu whatever other name.
    11.   Partner will own the Customer. Partner shall handle and take responsibility for its own marketing, customer
          service, administration and billing of the iCP-provided services and be liable for possible credit losses, unless
          stated otherwise in this Agreement.
    12.   Partner makes sure that iCP's Customer Conditions are made known and applicable in a timely fashion to its
          Prospects/Customers, and to ensure the enforcement of the Customer Conditions.
    13.   Partner undertakes its promotion of the Services to its Prospects / Customers on its own account.
          Involvement of iCP in marketing efforts may be requested, but are not automatically agreed to by iCP. This
          to be determined at iCP's sole discretion.
    14.   Involvement of iCP in the sales cycle shall be invoiced to Partner on an hourly consultancy basis.

    15.   Partner is invoiced by iCP and Partner is responsible for timely payment of those invoices to iCP. Non or late
          payment may result in iCP disabling access to Partner's Customers' environment(s) – as described in The
          Customer Conditions.
    16.   All services by iCP are on a prepaid basis, meaning that Partner deposits money into its Partner Account, out
          of which all costs are paid; so this a combined account for all Partner's Customers, since iCP does not have a
          direct financial relationship with these Customers. The prepaid amount is based on the total amount of
          monthly fixed fees as well as the expected telecom usage during that month. All services are charged to and
          paid from the Partner Account. Should the balance of the Account not be sufficient to pay for the action
          required, the services may not be used anymore by Partner's Customers until a new amount has been paid
          into the Account, at which moment back-payments shall be withdrawn from the Account before the services
          may be used again. It is Partner's responsibility to make sure that there always is a sufficient amount
          available in the Account. An Account status will be sent to Partner each month during the first week of the
          month. When necessary accompanied by a new prepaid-invoice, which needs to have been paid into our
          account within 4 days.
    17.   A Partner opening a Prepaid Account has to pay a minimum of EUR 2000 which amount is forfeited whether
          the amount is used to the full or not. Future payments are refundable when not used and the relationship
          cancelled, however: an amount of EUR 2,000 will be deducted of the end balance of the Prepaid Account.
    18.   Invoices are always including Dutch VAT when Partner is located in a country which is not covered by the
          EU-VAT-rules. All those countries have procedures to ask for a refund on paid Dutch VAT.
    19.   Partner is not allowed to sell at prices which are higher than in iCP' retail list nor is Partner allowed to sell at
          reduced prices, unless specifically okayed by iCP in writing prior to those prices being offered to a particular
          potential Customer. iCP's okay in one case does not establish a precedent for future cases. Each case to be
          presented seperately by Partner and judged on its merits by iCP before a decision from iCP shall be provided
          in writing.

    20.   Based on trial and error iCP may establish and inform Partner that one or more employees of Partner and/or
          its Customer(s) are not fully qualified to work with (a certain part of) the system.
    21.   Once this qualification was made known to Partner should a faulty script or a mistake in Campaign
          management or any other mistake made by this employee be the reason for (part) of the system not
          working as required, all work from iCP to solve (system)problems, to get Customer(s) up and running again
          and to repair any damage which resulted from the improper use shall be invoiced at consultancy prices.

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                                                       iCP Services BV
    22.   Once iCP has established and informed Partner that one or more employees of Partner and/or its
          Customer(s) are not fully qualified to work with (a certain part of) the system, should a faulty script or a
          mistake in Campaign management or any other mistake made by this employee be the reason for a
          (threatening of) system breakdown which may impact other Customers, iCP has the right to invoice Partner
          all work needed to get the systems, and all Customers involved in the process up and running again, at
          consultancy prices.

Optimal Working Environment/Infrastructure
    23.   Partner is responsible for an optimal working environment/infrastructure both at its own site(s) to enable
          perfect demo's as well as on its Customers's sites.
    24.   iCP shall not be responsible or accountable should the service not work because of a faulty infrastructure
          which is Partner's/Customer's responsibility. iCP's Support Desk may only be called AFTER Partner has run a
          check, and without doubt confirms that the problem is not related to the infrastructure specifics.

Mentioning iCP Services BV
    25.   Partner shall in all matters be the single counter party with Partner's Customers, unless stated otherwise in
          this Agreement.
    26.   Partner at all times (even when provided white label) has the obligation to inform its (potential) Customer
          that application services are based on iCP Services's Solution, as some applications may carry the logo as
          depicted on this letterhead.
    27.   iCP may in defined situations confer directly with Partner's Customer's representative so Customer needs to
          know which company actually delivers the cloud applications.

Partner's rights, duties and obligations
    28.   Partner agrees to market the (Re-branded) Services – when applications are involved - with the inclusion of
          standard notices regarding iCP's proprietary rights in appropriate places and/or on marketing materials and
          documentation distributed by iCP that describe the Services. In addition, iCP may elect to require Partner to
          include in appropriate places on such marketing materials and documentation, an attribution such as
          “powered by iCP” or other similar phrase, to be dictated by iCP per occurance. The (Re-branded) Services

          may not be marketed by Partner until iCP has approved, in writing, the foregoing proprietary notices. Once
          approved by iCP, any such notices and attribution may not be altered without iCP prior written consent.
    29.   Partner agrees to make a real, measurable monthly effort to provide, market and create a demand for the
    30.   Partner shall be obliged to provide iCP each Monday before noon with a report stating the efforts of the
          previous weeks, a marketing plan and other relevant measurable information, a business forecast as well as
          a prospect list. This is not only to inform iCP of its efforts but also to make sure that Partner's rights to a
          (potential) Customer have been officially claimed, and to ensure that iCP nor other Partners shall directly
          contact a potential Customer when its name is on Partner's list. This information is also to be provided as
          often as iCP specifically asks for (part of) it.
    31.   All contracts between Partner and its Customers should include the terms and rules of this Agreement where
          applicable. To this end Partner may point its potential Customers to the Customer Conditions which iCP uses
          in its direct relationship with its own (potential) customers. The current version of these Customer
          Conditions may be found on iCP's website under the Contact tab.
    32.   Partner himself needs to find a mode for its own Agreement with its Customer to fit the schedules,

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                                                       iCP Services BV
          conditions, deadlines and payment requirements laid down in this Agreement between Partner and iCP.
    33.   Changes to one or more Articles/Rules laid down by iCP in the Partner Agreement/Customer Conditions can
          only be offered to the Customer after written permission of iCP. Permission, at the sole discretion of iCP,
          shall be decided on a per case basis, in no way setting a precedent.
    34.   Deviations of iCP' terms and conditions an/or of iCP' pricelist which have not been okayed by iCP in writing
          prior to Partner closing a deal with its Prospect/Customer as described in the previous articles are not
          binding to iCP in the relationship between iCP and Partner nor between iCP and Partner's Customer.

Order procedure
    35.   When Partner has discussed standard details with its potential Customer, or deviating details after receiving
          iCP's express permission to those deviations, and Partner and the potential Customer formalized the deal,
          then Partner orders the needed items with iCP' OrderDesk ( The order should
          also detail a project description, timeline, and proof of iCP's okay on deviations from the standard
    36.   When use of iCP applications are part of the deal, the order shall be accompaied by the filled out Customer
          Information Sheet with details (such as names of contacts, addresses, and other ways to contact Customer)
          concerning Partner's Customer.
    37.   iCP shall only use those details mentioned in 36 for the purposes stated in the Partner Agreement. iCP shall
          in no way undertake to form a direct relationship with Partner's Customer with the objective to become the
          direct owner of the account, unless a situation which is described in this Agreement arises.

Customer Support
    38.   Partner shall provide first line support, shall be Customer' sole point of contact, and shall make sure iCP is
          only asked to provide support when Partner's Support Desk has exhausted all options to deal with a
          problem/question itself.
    39.   Support by iCP to a Customer will be delivered through Partner on a time/material basis. On rare occations
          however in order to provide Partner's Customer with the best services possible, iCP may decide after
          discussing this with Partner, to contact Partner's Customer without going through Partner, if the situation
          warrants this (e.g. When Partner's Customer needs support on a problem which is best - read: quickest and
          most customer friendly - solved in a one-on-one phone conversation between iCP and Partner's Customer).
          In those cases the iCP-support desk shall inform Partner's Support Desk of its decision for this particular
          ticket not to have the Partner's Support Desk as an intermediary; and Partner accepts this situation as a
          matter of fact.

Partner's responsibilities include:

    40.   All Support – Partner shall have all contacts with its Customers. Partner shall provide the only support line
          concerning the day-to-day Services support, such as script design, script building, questions about and
          implementation of functionalities, adding and managing agents/supervisors. Support on those items is

          beyond the scope of iCP's responsibilities, and iCP shall deliver advice or support only on time and material
          consultancy invoicing.
    41.   In all support matters Partner shall first check out all possible places and actions which may be causing the

          problem, inter alia check Customer's,
          a. internet connections,
          b. firewall or router settings,

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                                                      iCP Services BV
      c. status or performance of the equipment; e.g. telephone(s), headset(s), adaptor(s) or any other
           equipment and services which are Partner's and/or Customer's responsibility.
      d. script / campaign settings
      e. own infrastructure
      f.   pc or laptop settings
      g. by making the same type of action as the Customer did as a test,
      h. and check all other items/ try all other possibilities using common sense based on technical knowledge.
42.   If Partner has failed to take any of the abovementioned steps/actions, before forwarding the fault to Second
      Line Support, i.e. iCP's Support Desk, and if the fault could have been solved by taking any of these
      steps/actions, or if the fault was after all related to one or more of the items mentioned under 41, iCP shall
      be entitled to charge Partner a penalty service charge of EUR 1.000,- on and above the invoice for the

      support hours as mentioned in The Customer Conditions. The abovementioned list of steps/actions is not
      exhaustive, as is made clear by 41h.
43.   If tests have proven that the fault is clearly not part of the abovementioned Partner's support-tasks Partner
      may report the fault to iCP's Support Desk by e-mail only: The report shall state
      the following information:
      a. The Customer Number provided for this Customer

      b. a description of the fault, which shall entail:
             i.     time and date when the problems occurred / or occurs
            ii.     A-No. and B-No. (and C-No.) involved – if applicable

            iii.    equipment and interfaces involved
            iv.     a detailed description of the problems, the internet line type, speed and the name of the Internet
                    Partner used

            v.      any information which common sense based on technical knowledge dictates should be forwarded
                    to iCP support-desk in order for them to be able to handle the problem in a customer friendly
                    professional manner.

            vi.     any other details as may be added to this list at a later point;
           vii.     any other details as the one reporting the instance may deem necessary for the Support-desk to
                    know of.

      c. a description of all measures taken to proof that the items mentioned under 34 are not the reason of the
44.   When any of the items mentioned in Clause 43 are not included in the fault report to the iCP Support Desk,

      the report shall not be taken into consideration. Of which non-action you may not necessarily receive a
45.   Partner / Partner's support personnel / technicians shall at all times be made available to assist and

      cooperate with iCP' technical personnel when correcting faults, carrying out installation or error correction
      (may on occasions occur outside office hours). When Partner / Partner's personnel knows of a special
      installation or error correction without assistence or cooperation being required, it is Partner's own

      responsibility to remember to test the Services before its Customers go next online.
46.   iCP is not responsible for paying for the hours involved. Partner shall forthwith forward all maintenance
      warnings received from iCP to Partner's Customer(s) in a timely manner. Partner is solely responsible and

      liable for any delays or problems the delay in advising Customers may cause Partner's Customer(s).

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                                                     iCP Services BV
   47.   Partner shall supply iCP' Order Desk forthwith with updated contact information on both Partner and
         Partner's Customers.
   48.   Partner shall forthwith notify iCP as soon as Partner hears about the total traffic volume or the total number
         of extensions (read: logins) being forecasted by Customer to increase more than 15 percent from one
         calendar month to another.

iCP's responsibilities TOWARDS PARTNER include:
   49.   Support – on the Services technical environment, on the functioning of the platform and on creating and
         supporting data-bases.
   50.   iCP shall work in a pro-active manner to eliminate future faults, and provide new services/features.
   51.   If iCP discovers a non-reported Minor or Major Fault, iCP shall work on solving the problem a.s.a.p. without

         waiting for a report.

   52.   For all monthly fees the rule is that part of one month (even when it is just one or a few days) counts as an

         entire month – iCP' suppliers invoice us that way.
   53.   Should   Partner wish to     receive   iCP' help, then we ask              that you send   a written request to In the Customer Conditions you can read how we organize support, and its

         financials. All support-questions or –requests can only be processed when the e-mail is accompanied by well
         documented, fully written out specifications.
   54.   All prices may be subject to change. Partner will be informed about price changes (be they for new
         Customers only, or including then existing Customers) as soon as possible (depending on price changes by
         3rd party suppliers) or with a two month period, when price increase is not due to sudden price changes by
         third party suppliers.
   55.   Should Partner's Customer for whatever reason prefer to become a direct Customer of iCP, iCP shall inform
         Partner of the request, and together with Partner and Customer decide upon the best course of action in the
         then present Customer-situation.


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                                                    iCP Services BV

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