Distributor Agreement

VoicePro is the supplier of mobile telecommunications services, eSIM and physical SIM products, virtual numbers, and related digital services under the VoicePro Plus brand.

Distributor wishes to be appointed as an authorised reseller of these services through its physical retail premises and approved digital channels, on the terms set out below.

Appointment is non-transferable. Distributor may not assign, sub-license or otherwise transfer its rights under this Agreement without our prior written consent.

Either party may terminate the appointment in accordance with Clause 14.

[SOLICITOR REVIEW] Title to the service passes to Distributor at activation, and Distributor sells the service to the End Customer in its own name as principal, not as agent of VoicePro. This is a sale-and-resale arrangement; Distributor is not acting as a payment intermediary, money remitter or payment institution under the Payment Services Regulations 2017.

Distributor collects the Retail Price from the End Customer directly, using Distributor's own card terminal or cash handling, and is solely responsible for any related PCI compliance, cash management, and chargeback exposure on the retail side.

Commission is the difference between the Retail Price set by Distributor (within the published band) and the Wholesale Price. Distributor sets its own Retail Price within the band.

VoicePro may offer additional volume bonuses or promotional rebates which will be published in the Distributor Portal from time to time and applied automatically to qualifying transactions.

Postpay product lines (e.g. Business+ Essentials) are not part of the standard appointment. Where Distributor wishes to sell postpay products, a separate addendum and individual credit approval per End Customer apply.

Net amount is payable by direct debit or bank transfer within three (3) UK business days of statement issue. Late settlement may attract interest at the Bank of England base rate plus 4%, and may result in suspension of Distributor's account.

VoicePro may operate a soft "unsettled credit limit" for each Distributor that automatically pauses activations if unsettled balance exceeds the limit. Default starting limit is £200, growing to £2,500 over the first eight weeks of clean settlement.

Where Distributor reasonably disputes a line on the settlement statement, Distributor must notify VoicePro within five (5) UK business days; the disputed amount is held pending good-faith resolution and does not delay payment of undisputed amounts.

Distributor will not request, retain or attempt to access End Customer personal information at any time, including names, email addresses, mobile numbers, identity documents, or payment-card details. Distributor is not a data processor or data controller of End Customer data and no Data Processing Agreement is required under UK GDPR.

[SOLICITOR REVIEW] Where UK SIM-registration regulations require a verified identity to be linked to a SIM card (including any forthcoming SIM-registration legislation), VoicePro is solely responsible for collecting and verifying that identity via its KYC pipeline. Distributor must, however, refuse a sale in person where Distributor knows or reasonably suspects that the End Customer is a minor, is acting under duress, is intoxicated, or appears to be purchasing for fraudulent purposes.

For physical SIM products, VoicePro will arrange dispatch of the physical SIM card to the End Customer, or to the Distributor's premises for hand-over, within two (2) UK business days of activation, at the cost specified in Schedule A.

eSIM activations are instant and require no physical dispatch.

Distributor may not access, harvest, or attempt to extract ICCID ranges from the central pool other than as required for the specific sale in progress. Bulk ICCID extraction is grounds for immediate termination.

Distributor may not modify, alter, or co-brand VoicePro Plus materials without prior written consent, and may not register any domain, trademark or social-media handle containing the VoicePro Plus name, logo, or any confusingly similar variant.

Distributor may freely use its own customer book (the anonymised list of ICCIDs sold) for retention marketing (e.g. WhatsApp groups, in-store reminders) but may not import, export or correlate that list with any End Customer personal data.

Where an End Customer presents at Distributor's premises within 14 days requesting a refund of an unused activation, Distributor will: (a) verify the SIM has not been used substantively (the Distributor Portal will indicate eligibility), (b) refund the Retail Price to the End Customer using the same payment method originally used, and (c) record the refund in the Distributor Portal.

VoicePro will credit the Wholesale Price back to Distributor's next settlement statement, net of any third-party cost we have incurred (e.g. network partner activation fee).

Refunds initiated by the End Customer directly through the consumer app or website outside of Distributor's premises will follow the same wholesale-reversal mechanic, with the refund executed by VoicePro and the commission clawed back from Distributor's next settlement.

Distributor will not directly or indirectly offer, give, request or accept any bribe in connection with this Agreement.

Distributor will screen each transaction against the published sanctions notice in the Distributor Portal where required, and will refuse sale to any person whose name or address appears on a published UK sanctions list.

[SOLICITOR REVIEW] Distributor confirms it has read VoicePro Plus's Acceptable Use Policy and will refuse sales of Products to any person who Distributor knows or reasonably suspects intends to use the service in breach of that policy.

VoicePro reserves the right to re-verify KYB documents on each anniversary of appointment, on a change of control, on any law-enforcement request, or where the published risk indicators in the Distributor Portal otherwise trigger.

KYB documents may be processed by VoicePro's authorised identity-verification provider. Documents are retained for the duration of the Agreement plus five (5) years, in compliance with our anti-money-laundering obligations under the Money Laundering Regulations 2017.

In relation to End Customer data, VoicePro is the sole data controller. Distributor does not act as a data processor or sub-processor and does not receive End Customer personal data, save for the ICCID and product / amount of each sale.

Where, despite the structural separation, Distributor inadvertently receives any End Customer personal data (for example, on a paper enquiry slip), Distributor will not retain or use it and will dispose of it securely within 24 hours.

Audits may include: review of refund logs, transaction records, point-of-sale practice, signage and brand use, and confirmation that no End Customer PII is being stored.

Distributor will provide reasonable access and cooperation. Audit costs are borne by VoicePro unless material breach is found, in which case Distributor will reimburse reasonable audit costs.

VoicePro may terminate immediately, without notice, for: (a) material breach not remedied within 14 days of written notice, (b) any breach of Clauses 6 (customer onboarding), 7 (inventory), 10 (compliance) or 11 (KYB), (c) insolvency or analogous event, (d) any conduct that brings the VoicePro Plus brand into disrepute.

Distributor may terminate immediately on 30 days' written notice for any reason.

On termination, Distributor will: (a) cease all use of VoicePro Plus marketing materials, (b) settle all unpaid amounts within 14 days, (c) cooperate in transferring any in-progress activations to VoicePro or another distributor, and (d) destroy any confidential information of VoicePro in its possession.

Subject to the above, each party's total aggregate liability to the other under this Agreement is limited to the greater of (a) £25,000 or (b) the aggregate commission paid by VoicePro to Distributor in the 12 months preceding the event giving rise to the claim.

Neither party is liable for indirect, consequential, special, or punitive damages, loss of profit, loss of revenue, loss of goodwill, or loss of expected savings.

Distributor will indemnify VoicePro against any loss, claim or expense (including reasonable legal costs) arising from Distributor's breach of Clauses 6 (customer onboarding), 10 (compliance), or 12 (data protection), or from any third-party claim that Distributor's in-shop conduct caused or contributed to the loss.

Any dispute will be subject to the exclusive jurisdiction of the courts of England and Wales.

Before commencing court proceedings, the parties will attempt resolution by good-faith discussion at director level for 30 days. If unresolved, either party may refer the dispute to mediation administered by the Centre for Effective Dispute Resolution (CEDR) before commencing proceedings.

Variations are effective only if made in writing and signed (electronically or otherwise) by both parties.

If any provision is held to be unenforceable, the remaining provisions continue in full force.

No partnership, joint venture, agency or employment relationship is created.

A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999.

Notices to VoicePro: distributors@voicepro.plus (commercial) and legal@voicepro.plus (legal).

Notices to Distributor: the email and registered office on file in the Distributor Portal.

A change of contact details is effective on update in the Distributor Portal or on written notice to the other party.