This Partner Agreement (the “Agreement”) is made as of the day set forth on its signature page (the “Effective Date”) by and between VFD Pro Ltd trading as VFD Pro Ltd, a company incorporated in England and Wales, with its registered office at 20-22 Wenlock Road, London, England, N1 7GU (“We,” “Us” or “Our”) and the undersigned entity on the signature page (“You”). For purposes of this Agreement, You and We are individually, a “Party” and collectively, the “Parties.”
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties intending to be legally bound agree as follows:
1. INTRODUCTION SERVICES.
1.1 Introduction Activities. You shall, from time to time during the term of this Agreement, introduce to Us prospective customers (each a “Lead”) who have expressed interest in Our products and services (collectively, “Products”). Any sales of Products shall be pursuant to a contract between the Lead and Us, with no obligation on your part other than to make such introduction and to provide only such assistance with the solicitation of such Lead as may be agreed between Us and You.
1.2 Introduction Submissions. A Lead shall be submitted for approval by You in writing, by completing the form provided by Us for this purpose (the “Lead Submission Form”). Each submission shall include (i) the name of the Lead, (ii) the name and contact information (phone number, company, email address) of the appropriate representative of the Lead, and (iii) the type of Products for which the Lead is being introduced. We shall be entitled at Our sole discretion to decline to approve a Lead based on factors that include, without limitation, Leads not submitted on a Lead Submission Form, Leads which are existing customers/prospective customers, or an incomplete submission of information about the Lead. For the avoidance of doubt, only a Lead correctly submitted on a Lead Submission Form by You, and subsequently approved by Us in writing, shall be a “Qualified Introduction”.
1.3 Performance. In performing any activities under this Agreement, You shall conduct yourself in a manner that maintains or increases the goodwill of Us and Our Products. Your statements concerning the Products shall always be consistent with Our written materials as provided to You by Us from time to time. You understand that you have no authority to bind or commit Us to any obligations or undertakings.
1.4 Non-Exclusive Appointment. Our engagement of You is on a non-exclusive basis and Our ability to receive introductions from third parties or Our right to sell or license Products directly shall not be limited by this Agreement.
2. INTRODUCERS FEES – PAYMENT.
2.1 Products. Due to the nature of Our Products and the options selected by a Qualified Introduction, We may charge different types of fees in an agreement with a Qualified Introduction. Where used in this Agreement, “License Fees” shall refer to any applicable fee for licensing Our technologies, all as set out in the agreement with a Qualified Introduction. Such charges and fees shall be known as “Applicable Product Charges.”
2.2 Introducers Fees. We shall pay You Introducers Fees in an amount equal to the percentage set forth on the signature page of this Agreement of the revenues for each Applicable Product Charge that are actually received by Us from a Qualified Referral (the “Introducers Fee”) following the effective date of Our agreement with such Qualified Introduction to purchase Our Products (the “Fee Period”). For the sake of clarity, Referral Fees shall only be paid upon the amount of revenues actually collected with respect to any Applicable Product Charge and You shall not be entitled to compensation in respect of any related credit card fees, taxes, duties, third party commissions, accommodations, discounts, returns or credits. All Introducers Fees shall be payable in £ sterling.
2.3 Deductions. We shall be entitled to make applicable deductions from the Introducers Fees to account for, without limitation, credits, returns, rejections, invoice disputes, past due amounts and other collection issues associated with transactions between Us and any Qualified Introduction for which Introducers Fees were previously paid to You (collectively, “Deductions”).
2.4 Payments; Statements. On or about the 15th day of the month following the end of each of Our fiscal quarters during the Term (as defined below), We shall send to You a statement setting forth for the quarter then ended (i) the Qualified Introductions which You introduced to us and invoiced amounts for Applicable Product Charges; (ii) the percentage rate of Applicable Product Charges to which You are entitled and corresponding Referral Fee,
(iii) any Deductions applicable to the Introducers Fees previously earned by You, and (iv) the net amount of Introducers Fees to which You are entitled. You shall provide to Us an invoice for such net amount of Introducers Fees and We shall pay that amount within thirty (30) days of Our receipt of the invoice. If We do not receive an invoice within four (4) months of delivery of Our statement, then You shall be deemed to have waived your right to receive the Introducers Fees reflected on such statement.
2.5 Compensation; Expenses. The Introducers Fees shall constitute full payment for the services rendered by You hereunder. Unless otherwise mutually agreed in writing, You shall bear any expenses incurred by You in performing services hereunder.
2.6 Payment of Multiple Parties. We reserve the right to split, deny or reduce Introducers Fees if We determine multiple or substitute parties should be entitled to receive credit for the same introduction or sale of Products. Notwithstanding anything in this Agreement that may be construed to the contrary, We shall have final authority to resolve in Our sole discretion all issues regarding the allocation of credit for an introduction or sale of Products.
Term and Early Termination. The initial term of this Agreement shall commence on the Effective Date and shall, unless terminated earlier in accordance with its terms, continue unless and until terminated by You or Us on not less than thirty (30) days’ notice. Without prejudice to any other right or remedy it may have, either Party may terminate this Agreement:
(i) immediately if the other Party fails to remedy a breach of this Agreement within fourteen (14) days after delivery of a written notice that reasonably specifies the circumstances of such breach or
(ii) if the other Party passes a resolution for its winding up or a court of competent jurisdiction makes an order for the winding up or dissolution of the other Party, an administrator is appointed in relation to the other Party or an encumbrancer takes possession of the other Party’s assets, the other Party ceases to business at any time for more than thirty (30) days or if an event equivalent to those described in this clause 3.1(ii) occurs in any jurisdiction in relation to the other Party.
3.1 Introducers Fees Upon Expiration and Termination. If We terminate this Agreement for your uncured breach, then no payment of Introducers Fees shall be due in respect of the period following your receipt of notice of such breach. If this Agreement is terminated for any other reason, then, in respect of agreements entered into between Us and Qualified Introductions which you introduced to us during the Term, You shall be entitled to receive Introducers Fees for the remainder of any Fee Period of such agreements outstanding as at the date of such termination. You and We consider that Council Directive 86/653/EEC will not apply to the subject matter of this Agreement. However, in the event that a court of competent jurisdiction determines that such Directive does apply, You shall have the right to be indemnified as provided in that Directive on termination of this Agreement. For the avoidance of doubt, You shall have no right to any compensation under that Directive on termination of this Agreement.
4. INTELLECTUAL PROPERTY.
No ownership, interest or title to any intellectual property of a Party is transferred pursuant to this Agreement. Any use of Our tradename, trademarks or logo shall be preapproved in writing and in accordance with any applicable guidelines and You shall not infringe any of our intellectual property rights.
5. CONFIDENTIAL INFORMATION
The term “Confidential Information” means any information that either is designated as confidential or that is not generally known or readily ascertainable to the public, including, without limitation, information regarding the Products, data, techniques, technology, methods, procedures, know- how, trade secrets, price lists, customer agreements, business and financial information and other activities of a Party. All Confidential Information of a disclosing Party shall remain the property of such Party and no license or other right in such Confidential Information is granted hereby. A receiving Party will not disclose any Confidential Information to any third party, and will take all reasonable precautions to prevent its unauthorised dissemination, both during and after the term of this Agreement. A receiving Party’s distribution of Confidential Information shall be limited to its personnel and agents who have a need to know for a receiving Party’s performance, or exercise of rights, under this Agreement. The Parties agree and acknowledge that a breach of this provision may give rise to irreparable injury to a Party, not easily compensable in money damages. As such, a disclosing Party may seek injunctive relief against the breach or threatened breach of the foregoing undertakings. Upon written request, a receiving Party will destroy or return to a disclosing Party all Confidential Information in its custody or control. This provision will survive any termination of this Agreement.
6. LIMITATION OF LIABILITY.
6.1 Liability. Nothing in this agreement shall be deemed to limit or exclude the liability of either party for
(i) Death or personal injury caused by its negligence,
(ii) Fraud or fraudulent misrepresentation, or
(iii) anything else for which liability cannot be validly limited or excluded.
6.2 Exclusions. Subject to Clause 6.1, neither party (whether in contract, warranty, strict liability or tort [including negligence] and even if the other party has been advised of the possibility of such loss), shall be liable for any loss of profits (whether direct or indirect) nor for any indirect, incidental or consequential loss.
6.3 Limitations. Subject to Clause 6.1 and except in respect of an indemnified liability or breach of confidentiality obligations hereunder, the maximum liability of a party to the other in connection with or arising from this agreement shall not exceed the total amount of introducers fees paid as at the date on which the relevant cause of action accrued.
Both Parties agree to indemnify, defend and hold harmless each other, their officers, directors, employees and agents from and against any claims, demands, causes of action and judgments (including reasonable attorneys’ fees and court costs) (collectively, “Claims”) by any third party arising out of;
(i) any breach or alleged breach of this Agreement, and
(ii) the wilful or negligent acts of a Party; provided that in each case prompt written notice is given to the other Party of the assertion of any such Claims. The indemnifying Party shall have the right to control the defence and settlement of any such Claims, except that the indemnifying Party shall not enter into any settlement that affects the indemnified Party’s rights or interests without the indemnified Party’s prior written approval, which shall not be unreasonably withheld. The indemnified Party shall have the right to participate in the defence at its own expense.
The following clauses shall explicitly survive the expiration or termination of this Agreement: Section 2 ”Introducers Fees; Payments”; Section 5 “Confidential Information”; Section 6 “Limitation of Liability”; Section 7 “Indemnification”; Section 8 “Survival”; and Section 9 “General.”
9.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof.
9.2 Governing Law. Venue and Filings. This Agreement and the relationship between the Parties shall be governed by the laws of England and Wales without regard to its conflict of law provisions. Each of the Parties irrevocably submits to the exclusive jurisdiction of the courts of England and Wales in respect of any disputes (whether contractual or non-contractual) in connection with or arising from this Agreement. Any claim or cause of action arising hereunder must be filed within one (1) year after such claim or cause of action arose.
9.3 Waiver. The failure or delay by a Party to exercise or enforce any right or provision of this Agreement or rights under applicable law shall not constitute a waiver of any such provisions or rights.
9.4 Relationship of Parties. This Agreement will not be construed as creating any agency relationship, or a partnership, joint venture, fiduciary duty, or any other form of legal association between the Parties, and neither Party will represent to the contrary, whether expressly, by implication, appearance or otherwise.
9.5 Notices. Any notices relating to this Agreement shall be in writing and deemed given when sent to the address for Us set forth above or to the email address or mailing address for You provided on the signature page of this Agreement. All notices will be deemed given (i) when delivered personally or by email, (ii) three business days after having been sent by commercial overnight carrier with written proof of delivery, and (iii) five business days after having been sent by first class or certified mail, postage prepaid, to the applicable address. A Party may change its address by giving the other written notice as described above.
9.6 Severability. If a court of competent jurisdiction finds any clause of this Agreement to be unenforceable for any reason, that clause of this Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Agreement shall continue in full force and effect.
9.7 Section Headings. The section headings in this Agreement are for convenience only and have no legal or contractual effect.
9.8 Assignment. You may not assign or transfer your rights or obligations under this Agreement without our prior written consent.
9.9 Counterparts. This Agreement may be executed in one or more counterparts that together shall constitute a single agreement. A facsimile or electronic copy of this Agreement showing the signatures of each of the Parties will constitute an original copy of this Amendment requiring no further execution.
9.10 Bribery Act. You acknowledge and agree that We will not tolerate bribery in any form in connection with the conduct of Our business. You shall: (i) comply with all applicable laws, statutes, regulations, codes and guidance relating to anti-bribery and anti-corruption (“Anti-bribery Laws”), including without limitation the Bribery Act 2010, (ii) not engage in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 if such activity, practice or conduct had been carried out in the United Kingdom; not commit any act or omission that will cause Us to be in breach of the Anti-bribery Laws.
By clicking submit, you confirm that you have read and agreed to the terms of this agreement.
Introducers Fees: Percentage of Applicable Product Charges: 10% of the Client Payments received during the 12 months following the first invoice provided this takes place within 6 months of the initial introduction.
Updated: August 2018 (V2)