Retail Partner Agreement

1. Parties

This Agreement is between VoicePro Plus Limited, a company incorporated in England and Wales with company number 14520016 ("VoicePro", "we", "us"), and the business identified in the signing envelope that accepts these terms ("Retail Partner", "you", "your").

VoicePro supplies mobile services, eSIM and physical SIM products, virtual numbers and related digital services under the VoicePro Plus brand.

Retail Partner wishes to sell these services to its customers at its shop, through the VoicePro till, on the terms below.

2. Appointment as a Retail Partner

Once our checks in Clause 11 are complete, Retail Partner has completed the training in Clause 6, and these terms are signed, VoicePro appoints Retail Partner as a non-exclusive retailer of the VoicePro Plus products shown in the Partner Portal ("Products"), at the premises on file, in the United Kingdom.

The appointment is personal to Retail Partner. Retail Partner may not assign, sub-license or transfer it, or appoint another business to sell for it, without our prior written consent.

Either party may end the appointment under Clause 15.

3. How a till sale works

Retail Partner buys each activation, plan, renewal or top-up from VoicePro at the published Retail Price and resells it to the customer at that same Retail Price. Retail Partner does not add a markup. Retail Partner's earnings are the commission in Schedule C.

Title to the service passes to Retail Partner at activation, and Retail Partner sells it to the customer in its own name as principal, not as agent of VoicePro. This is a sale and resale; Retail Partner is not acting as a payment intermediary, money remitter or payment institution under the Payment Services Regulations 2017.

Retail Partner takes payment from the customer directly, by its own card terminal or in cash, and is responsible for its own card-payment compliance, cash handling and chargebacks on its side.

4. Products, prices and commission

The Products and Retail Prices are published in the Partner Portal and shown in the till before each sale. VoicePro may change them on 30 days' written notice.

Commission, the customer share, the 30-day clawback and VPXN rewards are set out in Schedule C, which forms part of this Agreement. Where any other VoicePro document differs from Schedule C, Schedule C wins.

VoicePro may change commission rates on 30 days' written notice. A change never applies to Activations made before it.

Postpay products are not part of this appointment. Selling them needs a separate addendum and our credit approval of each customer.

5. Till money and commission

Till money is collected twice a week by Direct Debit: every Tuesday for till sales made Friday to Monday, and every Friday for till sales made Tuesday to Thursday. Each collection comes with a list of the sales it covers. Retail Partner is asked to give VoicePro a Bacs Direct Debit Instruction through Stripe, VoicePro's payment provider; till sales do not stop for want of one, and until it is active VoicePro collects the till money another way. Each collection is debited after the advance notice the Direct Debit rules require, usually within four working days of the collection day, and counts as paid only once the debit has cleared.

Commission is settled weekly and separately from till money. Weeks run Wednesday 00:00 to Tuesday 23:59 UK time. Each Wednesday VoicePro issues a self-billed statement listing every Activation, every Qualifying Payment and its share, every reversal with its reason, any amount carried forward, and the commission due. VAT is added to commission where Retail Partner is VAT-registered.

Commission due is paid by bank transfer to Retail Partner's verified account by the Friday after the statement. If reversals in a week exceed the commission earned, the difference is carried forward against the next statement and is never written off.

Late payment of till money may attract interest at the Bank of England base rate plus 4%, and may lead to the till being paused.

VoicePro may set a limit on unpaid till money for each Retail Partner; the till pauses new sales while the unpaid balance is over it. The limit starts at £200 and grows to £2,500 over the first eight weeks of clean payment.

Retail Partner may dispute a statement or collection line in the Partner Portal within 14 days of it. The disputed amount is held while the parties resolve it in good faith, and does not delay payment of undisputed amounts. After 14 days the statement is final.

6. Selling to customers

Ofcom General Condition C8 sets rules for how mobile services are sold, by us and by every retailer we appoint. VoicePro gives Retail Partner a copy of it on request, and Retail Partner follows it at every sale.

Accurate information: everything Retail Partner and its staff tell a customer about a Product, in person, in writing or in any sign or advert, is accurate and does not mislead. Retail Partner describes only the Products, prices and offers shown in the till or the Partner Portal, and never promises anything VoicePro has not published.

Information in writing: Retail Partner asks each customer whether they want the information about the Product in a form they can keep, and if they say yes, gives it to them. The printed till receipt shows each Product and its price.

The customer agrees for themselves: Retail Partner sells only to a customer who means to buy and is entitled to buy, and lets the customer see the price and the VoicePro Plus Service Terms in the till before they pay. Retail Partner never activates a line for someone who has not asked for it.

Training: Retail Partner and every member of staff who sells VoicePro Products completes VoicePro's training before selling, and again whenever VoicePro tells Retail Partner the rules have changed.

Records: Retail Partner keeps a record of every sale of a VoicePro Product for at least 6 months, and records of any sales incentive for at least 90 days after the last date to claim it and never less than 6 months. Sales made through the VoicePro till are recorded in the Partner Portal, and that record meets this duty for those sales.

Checks: VoicePro monitors how Retail Partner sells, including at the point of sale and against its sale records. Where Retail Partner breaks this Clause, VoicePro acts in proportion to the breach, up to ending this Agreement at once under Clause 15. Information VoicePro gets for these checks is used only for them, kept confidential, and never passed to anyone who could gain a competitive advantage from it.

7. Customer sign-up and identity

Customers register with VoicePro directly, through the sign-up flow started from the till's QR code or the in-store handoff, and complete identity verification with VoicePro only where it is required (business lines and banking features). Retail Partner does not collect, view, store or process customer personal data beyond the SIM identifier (ICCID) and the products and amounts sold.

Retail Partner never asks for, keeps or tries to access customer personal information, including names, email addresses, mobile numbers, identity documents or card details. Retail Partner is not a data processor or data controller of customer data.

Where UK law requires a verified identity to be linked to a SIM, VoicePro collects and verifies it. Retail Partner must still refuse a sale in person where it knows or reasonably suspects that the customer is a minor, is acting under duress, is intoxicated, or is buying for a fraudulent purpose.

8. Stock and activation

eSIM activations draw from VoicePro's central pool, reserved at the moment of sale in the till, and need no stock.

Physical SIMs are supplied on consignment, free of charge, and remain VoicePro's property until a customer buys a plan with one. Retail Partner starts with a stack of 20 blank SIMs; each refill replaces the SIMs Retail Partner has sold. Retail Partner confirms each delivery in the Partner Portal when it arrives.

A SIM works only once the customer pays for a plan at the till. Retail Partner reports a lost or stolen SIM in the Partner Portal at once, and VoicePro switches it off.

Retail Partner may charge the customer up to £1.00 for the SIM card itself and keep it. The plan is sold at the Retail Price under Clause 3.

A SIM left unsold for 90 days is switched off and taken off Retail Partner's stock; Retail Partner returns it when VoicePro asks, at VoicePro's cost. Retail Partner accounts for every serial number: missing or damaged stock is charged at £5.00 per SIM on the next statement. All unsold stock is returned to VoicePro on termination.

Where a Distributor appointed by VoicePro brought Retail Partner to VoicePro, VoicePro may link Retail Partner to that Distributor, which may visit to help with stock and display. The Distributor is paid by VoicePro; this changes nothing Retail Partner earns or owes.

Retail Partner may not take, harvest or try to extract ICCID ranges from the central pool other than for the sale in progress. Bulk ICCID extraction is grounds for immediate termination.

9. Branding and marketing

Retail Partner may display the posters, leaflets, shelf cards and window decals VoicePro provides, and may use the VoicePro Plus name and logo only to sell Products at its premises.

Retail Partner may not change, alter or co-brand VoicePro Plus materials without our written consent, and may not register any domain, trade mark or social-media handle containing the VoicePro Plus name or logo or anything confusingly similar.

Retail Partner may use its own customer book in the Partner Portal (the list of ICCIDs it sold, with no personal data) for in-store reminders, but may not combine that list with any customer personal data.

10. Refunds

A purchase made at Retail Partner's till cannot be refunded once the customer has activated it; the customer confirms this before activating. Before activation, Retail Partner may cancel the sale in the till.

Purchases made online or in the VoicePro app follow the VoicePro Plus Service Terms, including the 14-day right to cancel. VoicePro handles those refunds directly.

Retail Partner never gives a cash refund for a VoicePro Product; any refund Retail Partner chooses to give is at its own cost.

Where a refund or chargeback does happen, the 30-day clawback in Schedule C applies.

11. Our checks before and during the appointment

Before appointing Retail Partner, VoicePro checks: (a) its Companies House or sole-trader registration, (b) proof of its trading address, (c) photo ID and proof of address for each person owning 25% or more, (d) a bank account in its legal name for commission, (e) its card-payment provider, (f) a credit reference check on the business, and (g) whether any director is disqualified, and the insolvency history of the business and its directors.

VoicePro keeps a record of these checks and repeats them while Retail Partner sells for us: on each anniversary of appointment, on a change of control, on any law-enforcement request, or where our risk indicators call for it. Retail Partner tells VoicePro within 14 days of any change to the details in (a) to (e).

Our identity-verification provider may process these documents for us. They are kept for the life of this Agreement plus five years, as the Money Laundering Regulations 2017 require.

12. Law, bribery and sanctions

Retail Partner complies with all applicable laws, including the Bribery Act 2010, the Modern Slavery Act 2015, UK financial sanctions and Ofcom's rules on selling mobile services.

Retail Partner will not directly or indirectly offer, give, ask for or accept any bribe in connection with this Agreement.

Retail Partner refuses a sale to any person it knows to be on a published UK sanctions list, and to anyone it knows or reasonably suspects intends to use the service in breach of the VoicePro Plus Acceptable Use Policy.

13. Data protection

For data about Retail Partner's own staff and business, VoicePro is the data controller and processes it under the VoicePro Plus Privacy Policy.

For customer data, VoicePro is the only data controller. Retail Partner does not receive customer personal data, save for the ICCID and the product and amount of each sale.

If Retail Partner receives any customer personal data by accident (for example, on a paper note), it does not keep or use it and disposes of it securely within 24 hours.

14. Visits and audits

VoicePro may, on reasonable notice and during opening hours, visit Retail Partner's premises and check its records to confirm it is keeping to this Agreement, no more than twice in any 12 months unless we reasonably suspect a breach.

A visit may cover refund logs, sale records, how sales are made at the till, signs and brand use, training records, and confirmation that no customer personal data is kept.

Retail Partner gives reasonable access and help. VoicePro pays for the audit unless it finds a material breach, in which case Retail Partner pays VoicePro's reasonable audit costs.

15. Term and termination

This Agreement runs for 12 months from the last signature, then continues month to month until either party gives 30 days' written notice.

VoicePro may end it at once, without notice, for: (a) a material breach not put right within 14 days of written notice, (b) any breach of Clause 6 (selling to customers) that VoicePro judges serious, or of Clauses 7 (customer sign-up), 8 (stock), 11 (checks) or 12 (law, bribery and sanctions), (c) insolvency or a similar event, or (d) conduct that brings the VoicePro Plus brand into disrepute.

Retail Partner may end it on 30 days' written notice for any reason.

On termination, Retail Partner will: (a) stop using VoicePro Plus materials, (b) pay any till money not yet collected; commission is settled on the final statement, which VoicePro issues within 30 days and which includes commission earned up to the termination date less reversals (no customer share accrues on payments made after termination; vested VPXN stays with the shop owner and unvested VPXN lapses), (c) return all unsold stock, and (d) destroy any confidential information of VoicePro it holds.

16. Liability

Nothing in this Agreement limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

Subject to that, each party's total liability to the other under this Agreement is limited to the greater of £25,000 and the commission paid by VoicePro to Retail Partner in the 12 months before the event giving rise to the claim.

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

Retail Partner will indemnify VoicePro against any loss, claim or expense (including reasonable legal costs) arising from Retail Partner's breach of Clauses 6 (selling to customers), 7 (customer sign-up), 12 (law, bribery and sanctions) or 13 (data protection), or from any third-party claim that Retail Partner's conduct in its shop caused or contributed to the loss.

17. Events beyond either party's control

Neither party is liable for delay or failure caused by events beyond its reasonable control, including fire, flood, war, terrorism, civil unrest, government action, pandemic, an outage at an upstream network, or the failure of a critical third-party provider (such as a network, payment, hosting or identity-verification provider), provided it gives prompt notice and takes reasonable steps to limit the effect.

18. Governing law and disputes

This Agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

A dispute about a line on a statement or collection first goes through the process in Clause 5.

Before starting court proceedings, the parties try to settle any dispute by good-faith discussion between directors for 30 days. If that fails, either party may refer it to mediation through the Centre for Effective Dispute Resolution (CEDR) before starting proceedings.

19. General

This Agreement, with Schedule C and the VoicePro Plus Acceptable Use Policy, is the entire agreement between the parties.

A change to this Agreement is effective only if made in writing and signed (electronically or otherwise) by both parties, except changes to Products, prices and commission made on notice under Clause 4.

If any provision is held unenforceable, the rest continues in full force.

This Agreement creates no partnership, joint venture, agency or employment.

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

20. Notices

VoicePro Plus Limited, Level 18, 40 Bank Street (HQ3), London E14 5NR. Registered in England and Wales, company number 14520016, VAT GB 454 1650 04.

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

Notices to Retail Partner: the email and address on file in the Partner Portal.

A change of contact details takes effect when updated in the Partner Portal or on written notice to the other party.

21. Schedule C. Commission, clawback and settlement

Definitions. Activation: a UK VoicePro Mobile plan line activated at Retail Partner's till or with Retail Partner's code. Attributed Customer: the customer of an Activation; a customer is attributed to one shop only, the shop that made the Activation. Qualifying Payment: a payment received by VoicePro from an Attributed Customer for a UK plan (first payment or renewal), a calling pack or a data add-on. Money loaded into a customer's wallet is never a Qualifying Payment. Net Amount: the amount VoicePro receives excluding VAT; all percentages apply to the Net Amount.

When the rates apply: travel eSIM and till top-up rates apply now. UK plan rates (Activation, customer share and upgrade bonus) apply from 1 January 2027, when UK plans go on sale at the till.

Activation: £2.50 per Activation. Upgrade bonus: +£3.00 for a Mobile+ Elite Activation and +£6.00 for a Mobile+ Ultra Activation, earned when the 30-day clawback period ends.

Customer share: 12%, 8% and 4% of the Net Amount of the Attributed Customer's next three Qualifying Payments after the till sale in which the Activation was made; that till sale itself earns no customer share. A 12 or 24 month plan paid in advance, including at that till sale, counts as three Qualifying Payments, on its monthly equivalent. The share stops after three Qualifying Payments have earned it or 12 months after the Activation, whichever comes first. A plan renewal paid at Retail Partner's till by an Attributed Customer is a Qualifying Payment, and Retail Partner collects it for VoicePro like any till sale.

Top-up sold at the till: 2% of the amount, as a cash-handling fee. Travel eSIM sold at the till or bought with Retail Partner's code: 10% of the price, minimum £1.00, never more than half of VoicePro's margin on that eSIM; one-off; the buyer is not an Attributed Customer.

VPXN: 25 VPXN per Activation to the shop owner's VPX Wallet; 25% at once and 75% over 12 months; programme cap 250,000 VPXN a year. When the year's cap is used up, VPXN for shops stops until the next programme year, shown in the Partner Portal; cash commission is unaffected.

Clawback: if, within 30 days of an Activation, the first plan payment is refunded or charged back, or the line is cancelled with a refund or ported out, VoicePro reverses the Activation commission, any upgrade bonus, the customer share on that payment and the 25 VPXN. If any Qualifying Payment is refunded or charged back within 30 days of that payment, VoicePro reverses the customer share on it. Reversals appear as separate lines on the next statement. Nothing is reversed after 30 days.

Commission amounts are stated excluding VAT. Till money, commission settlement, disputes and stock follow Clauses 5 and 8.