GENERAL
Unless the context otherwise requires:

• words in the singular include the plural and vice versa;
• words importing any gender include all genders;
• a reference to a person includes reference to a body corporate or an unincorporated body of persons;
• punctuation is included for convenience and shall not affect meaning;
• headings and notes are included only for convenience and shall not affect meaning.

GRANT OF LICENSE
In accordance with this Agreement, the Supplier grants BIA a non-exclusive license to sell such copies of the submitted Product via the Site, as maybe demanded by BIA's customers.

Not withstanding those categories of products prohibited from the Site under the terms of this Agreement, and that BIA will only sell downloadable software, each Supplier may supply an unlimited number of products.

FEES
Fees applied to transactions are the prevailing fees listed in the Table of Fees.

BIA reserves the right to vary its fees. In the event that BIA raises a fee, the Supplier shall be notified, whenever possible, of the increase at least 30 days prior to its implementation.

TITLE AND OWNERSHIP
Title and ownership of the uploaded copy of the Product transfers to BIA upon successful upload to the Site of the Product by the Supplier, and remains with BIA for the term of the Agreement.

BIA will not copy, whether in whole or in part, nor distribute the Product except for the purpose of completing a sale of the Product through the Site, and for the purpose of making such backups of the Site as maybe reasonably required during the course of managing the Site.

PAYMENTS
By default BIA pays the Supplier 100% of his earnings for any given month less deductions, and any other fees due for whatever reason, on or shortly after the last working day of the month following the month of the order ¹.

BIA reserves the right to withhold payments on transactions that we reasonably expect to be refunded. We further reserve the right to verify an account before making initial payments to a new Supplier.

SITE MODIFICATION
At any time BIA may review Product information for suitability. No obscene language, sexually oriented or otherwise offensive material, nor links to the same may be used on the Site. BIA retains the right to delete or otherwise remove any such material; at BIA's sole discretion such removal may include termination of the offending Supplier's account.

REFUNDS AND CHARGEBACKS
In the event of any after sales customer dissatisfaction, the Supplier may use the SMC to submit refund requests for transactions on his account. BIA will process such requests in a timely manner.

BIA reserves the right to refund any transactions that we know or believe are fraudulent, such refunds being on a full recourse basis back to the Supplier.

If the bank sends a chargeback, this will be passed back to the Supplier in the form of a refund.

If BIA receives a chargeback because the Supplier failed to complete a refund request as requested by the customer, we reserve the right to pass on any chargeback penalty raised by the Card Issuer in addition to BIA's prevailing administration charge ².

PRIVACY
The details of any given customer and any given transaction shall be made available to HSBC Ltd, as the credit card processor, and to its approved Payment Service Provider.

BIA may from time to time send invitations to customers to opt-in to receive emailed reports of new and existing products available on the Site. Only BIA will undertake such mailings; details will not be passed to Suppliers or third parties.

CUSTOMER RESPONSE
The Supplier will provide all pre and post sales support for the Product. He shall have two business days to respond to such enquiries. Wherever possible this response will be conducted through the SMC.

Where failure to respond within this period results in a customer complaint about a purchase or about the support thereof, BIA retains the right to issue a credit to that customer. Notwithstanding, if BIA receives a complaint, it will be forwarded to the Supplier and a response must be made within 1 business day. BIA reserves the right to terminate a Supplier Agreement where the supplier fails to provide customer response within the stated period.

REPRESENTATION AND DISCLAIMERS
(a) Each party represents and agrees that its conduct in relation to the Web and Net usage conforms and will conform to all applicable laws and regulations, and does not and will not violate the rights of any third parties.

(b) Each party represents and agrees that it will enter into an agreement with each of its customers expressly disclaiming all express and implied warranties to customers, expressly limiting such party's damages for any reason to direct damages only, and with full indemnity from each customer to such party against any illegal or injurious activities by such customer and any illegal or injurious material placed on the World Wide Web or through BIA's services by such customer.

INDEMNITY
The Supplier will defend and indemnify BIA and hold harmless BIA from and against any and all claims, actions, proceeding, judgements, losses, liabilities, costs and expenses, including reasonable attorneys' fees, arising from the Supplier's incorrect maintenance or compilation of data, trademark or patent infringement, or action or omissions by the Supplier in its use of BIA's Services that lead to any claims against BIA.

PROHIBITION
BIA does not allow the sale of certain categories of programs. These categories include but may not be limited to: email harvesters, certain encryption programs, bulk emailers, internet cafe support, any adult material, and links to or other references to the same. Such products, links or references, will be withdrawn without notice.

BIA will not knowingly sell any product where it would conflict with a registered trademark or patent. We reserve the right to terminate without notice any Agreement where we are, or believe ourselves to be, at risk from that account.

BIA does not and will not tolerate spamming that feeds back to ourselves and causes any risk of us being blacklisted on anti-spam databases.

BIA reserves the right to refuse, without expression of cause, to include any Product on the Site if for any reason BIA deems the Product unsuitable.

TERMINATION
This Agreement may be terminated by either party by providing 15 days written or electronic notice to the other party. Upon termination by either party, BIA reserves the right to hold back any commissions earned by the Supplier for sixty (60) days from the termination date to protect against any refunds or chargebacks that may occur.

BIA may at its sole discretion and without warning terminate this Agreement where the Supplier is in breach of the Agreement or the account is used for fraudulent purposes. BIA may also terminate this Agreement where there is no activity on the account beyond a 9 week period.

Any Supplier found purchasing his own goods will be deemed to be in breach of this Agreement.

APPENDIX

1) We calculate payments from the first to the last day of the month. So a February order is paid on the last working day of March or the beginning of April.

2) Thus there is a vested interest in the Supplier assisting BIA in completing refunds to pre-empt chargebacks.