Results Freak – Introducer Agreement (last updated 25 August 2009)
This Agreement is between
Alliance Systems Limited, company number 3219024 whose trading address is at 5 Westbury Mews, Bristol, BS9 3QA, UK (“Alliance”) and the Introducer, whose name and address have been specified by it as part of its initial registration with Alliance as an introducer (“Introducer Registration”).
OVERVIEW
- The Introducer is an organisation which, while conducting its everyday business, comes into contact with a number of individuals and organisations with particular business needs who could benefit from the Results Freak service provided by Alliance
- Alliance and the Introducer have agreed to enter into an association with a view to seeking to improve the range of services that are available to individuals and organisations with business needs so as to give them access to hosted CRM, namely the product Results Freak
- The Introducer has agreed to provide certain services of Alliance as provided for in this Agreement
1. DEFINITIONS
1.1 “Development Referral Fee” has the meaning ascribed to that term under clause 8.
1.2 “Introducer Referral Form” means the online form provided to the Introducer on which to submit referrals to Alliance.
1.3 “Introducer Fee” has the meaning ascribed to that term under clause 8.
1.4 “Prospect” is as defined in clause 2.1.
2. AGREEMENT In consideration for the mutual undertakings contained in this Agreement, the Introducer: 2.1 Agrees to refer any person it believes to be in need of a relevant business solution to Alliance (a “Prospect”), using the Introducer Referral Form.
2.2 Will ensure that prior to any referral the Introducer has actively sought and gained permission from the prospect that he/she agrees to the Introducer passing information to Alliance.
2.3 Undertakes with Alliance at all times to comply with any applicable requirements of the Data Protection Act 1998, Consumer Credit rules or OFT guidelines or any other applicable law.
2.4 Understands that Alliance will pay to the Introducer Introducer Fees in accordance with clause 8 below and shall promptly generate an invoice detailing any payments due to be paid by Alliance within 30 days of invoice date.
3. PROMOTION
3.1 The Introducer shall not issue any marketing or promotional material referring or relating to Alliance without having first obtained Alliance’s written approval of such material.
4. CONFIDENTIALITY AND INTELLECTUAL PROPERTY
4.1 Recognising that the subject matter of this Agreement will introduce the sharing of confidential information, the Introducer will:
4.1.1 Treat all information relating to Alliance (other than information which is or becomes in the public domain) in the strictest confidence and not disclose the same to any person without Alliance’s prior written consent.
4.1.2 Not to make use of such information for any purposes other than in connection with the Results Freak product or as may be agreed in writing with Alliance.
4.2 The Introducer acknowledges and confirms that the intellectual property rights (including, without limitation, copyright and trade marks) in all material comprising or relating to the CRM and other services provided by Alliance to its customers (including, without limitation, text, images, photos, designs, logos, PDF documents, software and plans) (together, “Content”) are owned by Alliance or any licensors of any part of the Content (“Licensors”) . The Introducer shall not and shall procure that persons acting on its behalf shall not infringe the intellectual property rights of Alliance or any of the Licensors, and the Introducer shall indemnify Alliance for against any claims, demands, costs, losses or other liabilities arising from any breach of this clause 4.2.
5. TERMINATION
5.1 This Agreement may be terminated by either party giving not less than one month’s notice in writing but in any event may be terminated by either party by written notice having immediate effect in the event of the other party committing a material breach of the terms of this Agreement and not remedying the same within five days of a written request to do so (which may include email).
5.2 This Agreement may be terminated by either party by written notice having immediate effect if the other party is bankrupt, insolvent, unable to pay its creditors as they fall due or makes any composition with its creditors.
5.3 The termination of this Agreement howsoever caused shall be without prejudice to any obligations or rights of any of the parties which have accrued prior to such termination or cessation and shall not affect any provision which is expressly or by implication intended to come into effect on or to continue in effect after such termination or cessation, including without limitation clauses 1, 3, 4, 9, 10 and 11.
5.4 The Introducer shall be entitled notwithstanding termination to issue and be paid invoices in respect of Introducer Fees and Development Referral Fees for which the entitlement has already arisen (as set out in clause 8) prior to termination. The Introducer shall not be entitled to any Introducer Fees or Development Referral Fees in respect of any Prospects making contact with Alliance or registering with it (or as the case may be agreeing any price for bespoke development work) after termination of this Agreement.
6. PARTNERSHIP
6.1 This Agreement shall not constitute a partnership between Alliance and the Introducer.
7. LEADS TYPE The Introducer will look to supply Alliance with one or more of the following lead types as Prospects:
- Business people looking for CRM solutions
- Business people looking to streamline their business, processes or sales pipeline
- Business decision-makers looking to cut costs, increase productivity or grow the business
- Well connected business people who may potentially become introducers for Alliance themselves
8. PAYMENT TERMS
8.1 If, within a period of 90 days following the Introducer’s referral of a Prospect using the Introducer Referral Form, that Prospect registers with Alliance for the provision of hosted CRM services, and the Introducer was the first of Alliance’s introducers to refer that Prospect in this manner, the Introducer will be eligible for Introducer Fees subject to the conditions of this clause 8.
8.2 The level of the Introducer Fee to which the Introducer is entitled in such circumstances, in the case of a Prospect referred by it, will be based on the number of “seats” (i.e. active users) that Prospect signs up for. After the Prospect has been a registered paying client of Alliance for three consecutive months, the Introducer Fee for that Prospect will be a one-off cash bounty of £100 for each seat which has been paid for by the Prospect throughout that three month period.
8.3 Where Prospects need some bespoke development done to customise Results Freak to their business and a development fee is agreed by the Prospect and Alliance, the Introducer is eligible for a Development Referral Fee which shall be equal to 5% of the VAT-exclusive amount of any fees charged and successfully collected by Alliance for the modification of the Prospect’s hosted CRM.
8.4 The Introducer Fee and the Development Referral Fee are exclusive of any applicable VAT and this shall be additionally payable by Alliance, if relevant, subject to the Introducer’s provision of a valid VAT invoice.
9. INDEMNITY The Introducer will meet all of its own UK and overseas tax liabilities in relation to any income from Alliance. The Introducer agrees to indemnify Alliance in relation to any such liability to HM Revenue & Customs or similar tax collecting bodies abroad.
10. MISCELLANEOUS
10.1 This Agreement constitutes the entire agreement between the parties, supersedes any previous agreement or understanding and may not be varied except in writing between the parties. If any provision hereof is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the remaining provisions and the remainder of the provision in question shall not be affected.
10.2 Notices under this Agreement shall be served by hand , by first class post or by email:
- at the address for Alliance identified above or at the then current email address on Alliance’s website;
- at the address or email address for the Introducer identified during Introducer Registration
(or such other address or email address as the relevant party may notify for the purpose in accordance with this clause 10.2). Notices served by hand or by email are deemed delivered at 9am on the first working day following the date of service. Notices served by first class post are deemed delivered 48 hours following the date of posting assuming this is a working day (and otherwise at 9am on the next following working day). For these purposes a working day means one on which UK banks are open for business.
11. LAW These terms and conditions shall be governed by and construed in accordance with English law. The parties submit to the exclusive jurisdiction of the English court.