THIS AGREEMENT is made 20th day of November 2019
A. The Company has an agreement to market and promote for sales of websites to be built and managed by Webboss Ltd (WB) “The Services”
B. The BP is a business which will promote the jointly branded Services and provide to WB referrals of individuals and businesses interested in receiving the Services (“Referrals”).
NOW IT IS AGREED AS FOLLOWS:-
1. Status of the Business Partner
The BP agrees and warrants that they are an independent business entity responsible for all aspects of their own business activities including VAT and taxation.
The BP is not an agent, employee or legal representative of, or in a joint venture or formal partnership in accordance with the Partnership Act 1890 or otherwise with the Company or WB and will not describe or imply that they are such or allow others to so describe or imply that they are such. The BP may only describe themselves as a Business Partner of the Company. The BP will clearly indicate on all literature and correspondence that they are solely a Business Partner of the Company and that any intellectual property of the Company and/or WB is used under licence and that the BP is in no other way connected with the Company or WB.
The BP has no authority to legally bind the Company or WB or its officers or staff to any obligation or to make any representations or warranties on behalf of the Company or WB.
The BP is to provide Referrals to the Company in accordance with this Agreement. The BP is not to involve the Company or WB either directly or indirectly in any contractual relationships that the BP may enter into and neither the Company or WB will be liable for any claims, damages or other liabilities arising out of those contractual activities.
The BP agrees to indemnify the Company and WB against any losses arising due to claims damages or other liabilities arising out of its business activities including any legal and consequential costs in dealing with the same.
2. Rights and Obligations of the Business Partner
The BP will from the date of this agreement operate in a lawful, ethical and moral manner and will use best efforts to generate and provide Referrals in accordance with the guidelines issued by the Company from time to time. The BP undertakes not to do anything to prejudice or damage the goodwill in or reputation of the Company or WB.
The BP will be provided with such appropriate training support and materials as determined by the Company.
This will include access to and training in the use of an electronic portal for the purpose of making Referrals.
Certain additional materials and support may be developed or otherwise made available for purchase by the BP from time to time. There is no obligation on the BP to purchase either additional materials or support. The intellectual property rights in all training support and materials belongs to the Company. The BP is only to use the materials for the purposes intended and authorised by the Company and must comply with all instructions regarding the same. The BP is free to develop their own materials provided these do not use any marks or other intellectual property belonging to the Company or WB or, where the materials do use such marks or intellectual property, without the prior written authorisation of the Company of their use.
The BP must comply with all requests to change or cease from using any materials at the instruction of the Company.
The BP is responsible for ensuring that they are aware of and comply with all appropriate laws and regulations regarding their business activities. The BP in providing Referrals may be dealing with individuals personal data in accordance with the Data Protection Act 2018 and is responsible for their compliance with the same.
The BP is not restricted as to the territory in which they may operate their business or as to any other business activities or arrangements that the BP may engage in provided that such activities are not, in the reasonable opinion of the Company, likely to damage the business or reputation of the Company or WB. The BP is encouraged not to poach Referrals or existing business from other Business Partners and, should such a Referral be received relating to an existing customer or via more than one Business Partner the payment of any Commission and the settlement of any dispute between the independent representatives and/or distribution partners will be at the absolute discretion of the Company.
3. Third Party Data and Data Protection
The BP is encouraged to handle all data securely and must comply with the Data Protection Act 2018. In making Referrals the BP will enter the required information into the electronic portal for the customer to be contacted by the Company and / or WB. After the entry of such data the Referral will be assigned a reference number and such information as is necessary so that the BP is informed as to the progression of the Referral and for the ongoing payment of Commissions, but the Company will not provide or share with the BP any personal data in respect of the Referral.
The BP is required to inform the Company of any loss of personal data or other data breach, any complaint by an individual or the ICO or any subject access request concerning any Referral made by the BP.
4. Commission Payments and Fees
The BP will pay to the Company the Joining Fee (where applicable) upon signing this agreement. This fee or a proportion of the same in accordance with the Compensation Plan will be returned to the BP in the next payment cycle following the fifth Referral which has successfully concluded in a paid sale of the Services (a “Sale”).
The Commission payable is calculated in accordance with the Compensation Plan which is attached hereto and may be modified by the Company at any time provided that the BP is given at least 30 days’ notice of any change.
The Company will pay to the BP the “Commission” being a fee based on a percentage of Sales which is inclusive of VAT where applicable, as set out in the Compensation Plan.
The Company will pay to the BP the Commission monthly in arrears and will provide the BP with a generated commission statement showing the calculation of the Commission.
5. Ending this Agreement
Either party may end this agreement at any time by giving not less than 30 days’ notice to the other party.
If the BP fails to make a Referral that leads to a Sale within a period of 6 months the agreement will automatically terminate unless the Company, in its absolute discretion, agrees otherwise in writing.
If the BP fails to make Referrals in sufficient numbers or sufficient quality as reasonably set out by the Company from time to time the Company may immediately end this agreement by giving notice to the BP.
This Agreement and the Compensation Plan expresses the entire agreement between the parties and supersedes any other negotiations or agreements on the subject matter. The agreement is personal to the BP and may not be assigned without the prior written permission of the Company.
Any failure of the Company, to exercise any power given to it hereunder, or to insist upon strict compliance by the BP with any obligation hereunder, and further no custom or practice of the parties, shall constitute any waiver of any of the Company’s rights under this Agreement.
If any item or provision contained in this agreement or any part thereof (in this Clause called the “offending provision”) shall be declared or become unenforceable, invalid or illegal for any reason whatsoever, including but not detracting from, the generality of the foregoing, a decision by the competent domestic or European courts an Act of Parliament, European Economic Community legislation or any statutory or other bye-laws or regulations or any other requirements having the force of law, the other terms and provisions of this Agreement shall remain in full force and effect as if this Agreement had been executed without the “offending provision” appearing herein.
The BP shall make no statements, representations or claims and shall give no warranties to any customer or potential customers in respect of the Services save such as may have been specifically authorised by the Company, such authority to have been given in writing.
If any dispute shall arise between the parties hereto concerning the construction, interpretation or application of any of the provisions of this agreement, whether during the continuance of this agreement or after the termination thereof, by whatever cause, such dispute shall be referred to the arbitration of a single arbitrator to be appointed by the President for the time being of the Law Society of England and the parties hereto agree to be bound by the terms of such arbitration and to bear the costs of such arbitration in equal shares.
Signed by the Parties
Date 20th November 2019