Appointment of Partner
The Company appoints the partner to identify and Introduce to the Company Prospective Clients for the Products supplied by the Company, pursuant to the terms and conditions of this Agreement, on non-exclusive basis.
The Agreement shall commence with effect from the date of signing until this Agreement is terminated in accordance with Clause 10.
The Company shall pay to the partner a fee for each new client Introduced by them at the rate set out at Clause 5 of this Agreement (“the Fee”).
The Company shall be entitled to supply the Product to clients notwithstanding those clients not having been Introduced to the Company by the Introducer.
Introduction of Prospective Clients
The partner shall use reasonable endeavour to identify and solicit Prospective Clients to Introduce to the Company.
3.2 The partner shall Introduce identified Prospective Clients to the Company by using the marketing material issued by the Company to the Introducer.
3.3 The Company shall provide the Introducer with Voucher Code that is unique to the Introducer.
3.4 The partner shall instruct the Prospective Client to quote the “Voucher Code”, for the purpose of ensuring that Prospective Client introduced to the Company by the Introducer are properly identified and that the Fee is accurately calculated.
The Introducer shall maintain a proper record of Prospective Clients Introduced to the Company pursuant to this Agreement and the dates on which such Introductions were made.
Obligations of the Company
The Company shall maintain a proper record of Introductions and Completed Transactions for the purpose of accurate payment of fees under Clause 5.
The Company shall provide the Introducer with such promotional and sales brochures and literature as is necessary from time to time in order for the Introducer to comply with its obligations under Sub-clause 3 above.
Fees and Payment
5.1 The Company will pay the partner a commission of the final checkout price (exclusive of any VAT and delivery charges) of the Completed Transaction in respect of each Prospective Client Introduced.
5.2 Fees under this Agreement shall be payable each month in respect of each Completed Transaction occurring following the Introduction of the Prospective Client to the Company.
5.3 The Company will pay the partner the Fee for each Completed Transaction using a payment gateway (currently Stripe or Paypal) at the end of each month in which the Completed Transaction occurred. Partners are responsible for any payment gateway fees associated with commission received.
5.4 The partner acknowledges and agrees that, where a client introduced by him subsequently cancels an agreement with the Company which attracted payment of a Fee and for which the Fee has been paid to the Introducer, the partner shall be liable to repay the Fee, pro rata in relation to the amount reimbursed by the Company to the client.
Relationship of the Parties
Nothing in this Agreement shall constitute, or be deemed to constitute, a partnership between the parties nor, except as expressly provided, shall it constitute, or be deemed to constitute, any party the agent of any other party for any purpose.
Subject to any express provisions to the contrary in this Agreement, the partner shall have no right or authority to and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of the Company or bind the Company in any way.
The parties agree to keep all Confidential Information in relation to the business of the other confidential during and after the term of the agreement. This Clause 7 will not apply to:
any information which has been published or is in the public domain other than through a breach of this agreement;
information in the possession of the recipient party before the disclosure under this agreement took place;
information obtained from a third party who is free to disclose it;
information which a party is required by law to disclose.
In this Clause 8:
“Data Protection Legislation” means 1) unless and until GDPR is no longer directly applicable in the UK, GDPR and any national implementing laws, regulations, and secondary legislation (as amended from time to time), in the UK and subsequently 2) any legislation which succeeds GDPR;
“GDPR” means EU Regulation 2016/679 General Data Protection Regulation; and
“personal data” means personal data as defined in the Data Protection Legislation.
All personal data that either Company or the partner (“First Party”) may use will be collected, processed, and held by that First Party in accordance with the provisions of Data Protection Legislation and the rights under the Data Protection Legislation of the other party being, as the case may be, either the Company or the partner (“Other Party”) and the rights under the Data Protection Legislation of any third party.
9.3 For complete details of the First Party’s collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the Other Party’s and any third party’s rights and how to exercise them, and personal data sharing (where applicable), the Other Party should refer to the Privacy Notice of the First Party. The respective Privacy Notices of each Party are attached in Schedule 2.
The Company and the partner hereby irrevocably agree not to circumvent or attempt to circumvent the provisions of this Agreement, including but not limited to those provisions regarding the calculation and payment of the Fee, and affirm that in every case that they will act with the highest standards of ethics in their dealings with each other.
Either party has the right to terminate this Agreement immediately if the other:
has committed a material breach of this agreement, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the other party has failed to remedy the breach within 14 days after a written notice to do so; or
becomes insolvent or is the subject of a bankruptcy order.
Either party may terminate this Agreement for any other reason on giving not less than 1 months’ notice in writing to the other party.
No Fee shall accrue for any Introduction of a Prospective Client after the date on which this Agreement is terminated. Any Introduction occurring prior to termination which results in a Completed Transaction after termination shall accrue a Fee pursuant to Clause 5. The termination of this Agreement shall be without prejudice to any rights which have already accrued to either of the parties under this Agreement.
Upon Termination of this Agreement any monies owed by the Introducer to the Company shall be payable immediately.
Nature of Agreement
This Agreement contains the entire agreement between the parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties.
Each party agrees that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.
Notices and Service
Any notice or other information required or authorised by this Agreement to be given by either party to the other shall be given by:
delivering it by hand;
sending it by email
The Company may withhold payment of, or make any deduction from, any invoice or other amount due to the Introducer by reason of any right of set-off or counterclaim which the Company may have or allege to have or for any reason whatsoever.
This Agreement shall be governed and construed in accordance with the Laws of England.
In relation to any legal action or proceedings to enforce this Agreement or arising out of or in connection with this Agreement each of the parties irrevocably submits to the exclusive jurisdiction of the English and Welsh courts and waives any objection to proceedings in such courts