1.1. On and from the Effective Date (as defined in clause 7.2) Engagement Multiplier (here on referred to as EM) appoints Authorised Partner on a non-exclusive basis to promote Subscriptions for the Engagement Multiplier Program (described at www.engagementmultiplier.com) (the “Services”) to Customers (“Customers”); and (b) procure and appoint additional Authorised Partners acceptable to EM in its sole discretion to do the same on behalf of EM on the terms of this Agreement and subject to that partner entering into an agreement on these terms with EM (each such person solely procured by Authorised Partner, a “Recruited Partner”). Whilst Authorised Partner may introduce candidates to become Recruited Partners to EM, it is not authorised to bind such candidates to EM.
1.2. An Authorised Partner onboarding fee of £195 + VAT (the “Onboarding Fee”) will be payable by the Authorised Partner within 7 days of the Effective Date. The Onboarding Fee will be refunded to the Authorised Partner in full in the event that, within ninety (90) days of the Effective Date, the Authorised Partner (a) introduces a Customer to EM and such Customer begins a paid Subscription to the Services or (b) introduces a Customer to EM and such Customer enters into a free trial of the Services.
1.3. Upon Authorised Partner achieving and maintaining 500 Engagement Points, Authorised Partner shall be designated a “Premium Partner” for commission payment purposes on new paid Subscriptions. Each fully paid Subscription per employee of a Customer is equal to one (1) Engagement Point if introduced directly by Authorised Partner, and to one half (1/2) of an Engagement Point if introduced by a Recruited Partner of Authorised Partner, in both cases subject to the Subscription being maintained by the Customer. In the event that at any time the Engagement Point score for any Premium Partner falls below 500, EM shall notify Authorised Partner which shall then have ninety (90) days following notice either (a) to procure additional Subscriptions so as to again achieve 500 Engagement Points, or (b) to pay the Fast Track Fee (as defined below in clause 1.4). If Authorised Partner fails to comply with (a) or (b) within such period, Authorised Partner shall lose its Premium Partner status and shall revert to the terms and conditions (including commission entitlement) applicable to a Standard Partner.
1.4. Authorised Partner is entitled to be designated as a Premium Partner by paying to EM an annual fee of £995 + VAT (the “Fast Track Fee”). This entitlement must be exercised within thirty (30) days of the date of this Agreement (by payment of the first Fast Track Fee) and is otherwise lost. Subsequent Fast Track Fees are due on each anniversary of this Agreement. If following payment of the Fast Track Fee, Authorised Partner achieves and maintains not less than 500 Engagement Points, then subject to clause 1.3, subsequent Fast Track Fees shall be waived.
1.5. Authorised Partner undertakes to EM that it shall not during the term of this Agreement and for a period of six (6) months following the termination or expiry of this Agreement, be involved directly or indirectly in the development or sale of any services which compete with the Engagement Multiplier Program.
2. GENERAL OBLIGATIONS
2.1. Authorised Partner shall (a) comply with all instructions of EM from time to time concerning the performance of this Agreement and keep EM fully informed of its activities in relation to it; (b) provide reasonable support to Customers introduced by Authorised Partner relating to the operation of the website www.engagementmultiplier.com (the “Website”) and the functionality of the Services; (c) inform EM promptly of any complaint concerning the Services received by it.
2.2. Authorised Partner shall (a) act towards EM in good faith, (b) not allow its interests to conflict with the duties that it owes to EM, and (c) do nothing which could be prejudicial or cause harm to EM’s goodwill or commercial interests.
2.3. Authorised Partner shall describe itself in all dealings with third parties (including actual and potential Customers and Recruited Partners) in connection with the performance of this Agreement as an “Authorised Partner” of EM.
2.4. Authorised Partner shall be responsible for the advertising and promotion of the Services to potential Customers and Recruited Partners. Authorised Partner shall obtain the prior written consent of EM to the use of any advertising materials and promotional literature for the Services.
2.5. Authorised Partner shall (a) be responsible for obtaining, and then comply with, any licences, registrations, permits or approvals necessary or advisable for its performance of this Agreement; and (b) comply with all laws and regulations applicable to its performance of this Agreement.
3. DEALING WITH CUSTOMERS
3.1. Authorised Partner shall be entitled to introduce (on behalf of EM) Customers for Subscriptions to the Services on the terms of the then current Licence Agreement, but on no other terms, and shall not otherwise bind EM in any manner nor make any other representations, warranties or promises concerning the Engagement Multiplier Program.
3.2. Unless written confirmation is provided to Authorised Partner by an authorised employee of EM, Subscriptions are provided to the Customer either Monthly or Annually as per the table below.
3.2.1. EM shall give Authorised Partner fourteen (14) days’ notice of any changes in the Charges of the Subscriptions for the Services or in the other terms of the Licence Agreement.
3.2.2. Unless written confirmation is provided otherwise, Licences are provided to the Customer in respect of EM’s Terms and Conditions including a minimum Licence requirement of twenty (20)
*Subscription Charges are per Licence. Licences are transferrable from one employee to another. All Charges are exclusive of VAT or any other applicable sales tax. Pricing is tiered, for example, a company with 240 licences would be charged at £11,600 annually or £1,160 monthly.
3.3. From time to time EM may make available to Authorised Partner the opportunity to offer sales incentives and/or money back guarantees to Customers (“Incentives”). Such Incentives will be identified in writing by EM and shall include the start date, terms and end date for such arrangements.
3.4. All monies payable pursuant to the Licence Agreements shall be payable by the Customer directly to EM and Authorised Partner shall not have any right to collect any such monies. If any monies are paid by Customers to Authorised Partner, Authorised Partner shall immediately remit such monies to EM.
3.5. Authorised Partner shall act in accordance with sound commercial principles in its dealings with actual and potential Customers.
4. COMMISSION AND PAYMENTS
4.1. During the term of this Agreement, and subject to clauses in this agreement EM shall pay to Authorised Partner commissions.
4.2. The commission is calculated on Subscriptions for the Services by a Customer introduced by the Authorised Partner or one of its Recruited Partners (excluding any VAT or other sales tax included in such amount) as set out in the table in clause 4.4.
4.3. Commission will be paid by EM to the Authorised Partner in respect of sales on a per Customer basis the month following payment of Subscriptions being received by EM subject to this clause 4.
4.3.1. Authorised Partner must accrue a minimum of £100.00 of commission prior to payment being made by EM.
4.3.2. In the event Customer has agreed a pre-paid Licence Agreement with EM, commission will be paid to the Authorised Partner pending all terms of Agreement being fulfilled by both parties.
4.4. The Partner Plan commission payment structure is as follows (where references to “you” or “your” are to Authorised Partner): Commission Structure *A renewal commission is only payable if the Authorised Partner (a) is and remains a Premium Partner (whether by “Fast Track” pursuant to clause 1.4 above or whether by qualification pursuant to clause 1.3 above) during the entire period for which the renewal commission is accrued or (b) has, within the 6 months prior to the date on which the renewal commission is due to be paid, introduced a Customer (on behalf of EM) for the sale of Subscriptions to the Services and such Customer has paid EM in full for such Subscriptions.
4.5. Upon Authorised Partner qualifying for Premium Partner status as defined in clause 1.3, Authorised Partner will receive commission payments on all subsequent new paid subscriptions as set out in table in clause 4.4 and defined in this clause 4.
4.6. In respect of Subscription Receipts received by EM which are subsequently refunded in whole or in part or otherwise credited to a Customer pursuant to a money back guarantee and/or a sales incentive, EM reserves the right to reclaim from Authorised Partner all commissions paid on any such refunded and/or credited Subscription Receipts. Authorised Partner undertakes to pay any such sums to EM within 14 days of receipt of a demand for payment. EM shall be entitled to set off any sums due from Authorised Partner under this clause 4.5 against commission payments payable to Authorised Partner on future sales and/or renewals of subscriptions.
4.7. All sums payable under this Agreement are expressed exclusive of any value added tax or other applicable sales tax, which shall be paid at the time and in the manner prescribed by law.
4.8. For the purposes of clause 4.3, EM shall determine in its sole and absolute discretion whether the whole or any part of the amount received from a Customer for Subscriptions for the Services has been procured by an Authorised Partner or one of its Recruited Partners. In the event that there are a number of Authorised Partners and/or Recruited Partners who are responsible for the whole or any part of the amount received from a Customer for Subscription for the Services, the commission payable in respect of such amount may (if determined appropriate by EM) be distributed on a pro rata basis between all such Authorised Partners and/or Recruited Partners in such proportions as EM may (in its absolute discretion) determine. In such circumstances, each Authorised Partner or Recruited Partner would be eligible to receive only the relevant proportion of the commission payment to which they individually would have been entitled if they alone had been solely responsible for procuring the Customer.
5.1. Authorised Partner shall (a) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the United Kingdom Bribery Act 2010 (the “Relevant Requirements”); (b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; and (c) have and shall maintain in place throughout the term of this agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and will enforce them where appropriate. Breach of this clause 5 by Authorised Partner shall be deemed a material breach under clause 7.3.1.
6. INTELLECTUAL PROPERTY
6.1. Authorised Partner acknowledges that EM owns all rights in any patent, copyright, database right, trademark or other intellectual property in the Website and Services (“Intellectual Property”).
6.2. Authorised Partner agrees that (a) it is only permitted to use the Intellectual Property for the purposes of and during the term of this Agreement and that it has and shall have no right to use or to allow others to use the Intellectual Property. It shall not seek to register any Intellectual Property (on behalf of EM or otherwise); (b) it shall not use any trademarks or get-up which resemble EM’s trademarks, trade names or get-up and which would therefore be likely to confuse or mislead the public or any section of the public; and (c) it shall not do or omit to do, or authorise any third party to do or to omit to do, anything which could invalidate or be inconsistent with the Intellectual Property.
6.3. Authorised Partner shall ensure that any advertising material and promotional literature produced by or for it in connection with the Services contains a statement as to the ownership of any relevant Intellectual Property used or referred to therein.
6.4. Authorised Partner shall, promptly after becoming aware, notify EM of (a) any infringement of any Intellectual Property; and (b) any claim by any third party that the Services infringe any rights of any other person. Authorised Partner shall take all such steps during the term of this Agreement as EM may reasonably require to assist EM in taking or defending any court or other dispute proceedings concerning intellectual property matters.
7. DURATION AND TERMINATION
7.1 This agreement shall begin on the Effective Date (as defined in clause 7.2) and shall continue in force unless and until terminated by either party giving not less than thirty (30) days’ prior written notice of termination to the other party.
7.2. This agreement becomes effective only on the date EM provides an email confirmation to the Authorised Partner that it has been approved as an Authorised Partner in accordance with EM’s Authorised Partner criteria (the “Effective Date”). Any such approval is at EM’s sole discretion and EM is not required to give reasons for its decision not to approve an Authorised Partner. You are not permitted to effect introductions of the Engagement Multiplier Program or recruit new partners until you have been approved by EM as an Authorised Partner.
7.3. EM may terminate this Agreement without liability to Authorised Partner immediately, by giving written notice to Authorised Partner, if:
7.3.1. Authorised Partner commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so;
7.3.2. Authorised Partner is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution, or institutes or has instituted against it a petition for bankruptcy or is adjudicated bankrupt, or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction or ceases or threatens to cease to carry on business; or
7.3.3. EM ceases to provide the Services.
7.4. Termination of this Agreement, however caused, shall be without prejudice to any rights or liabilities accrued at the date of termination and shall not affect obligations expressed or intended to come into or continue in force after termination. On termination of this Agreement for any reason (a) Authorized Partner shall have no claim against EM in relation to such termination; (b) Authorized Partner shall immediately cease to introduce Subscriptions or procure Recruited Partner and to describe itself as an Authorized Partner of EM.
8.1. Authorised Partner shall keep confidential and not use other than strictly for the purposes of this Agreement any information of a confidential nature concerning EM and/or the Services (the “Confidential Information”), unless the Confidential Information (a) was public knowledge or already known to Authorised Partner at the time of disclosure; (b) subsequently becomes public knowledge other than by breach of this Agreement; or (c) subsequently comes lawfully into the possession of Authorised Partner from a third party or independent development. This clause 8 does not apply to disclosures required by law. It survives termination of this Agreement.
9. DATA PROTECTION
9.1. If Authorised Partner acts as an intermediary between the Customer and EM in relation to the transfer of personal data, Authorised Partner is required to ensure appropriate Data Sharing Agreements exist for said transfer of data. EM is not liable for any breach of prevailing data protection legislation incurred through the actions of Authorised Partner.
10.1. A party shall not be in breach of this Agreement, nor liable for any failure or delay in performance of any obligations under this Agreement arising from or attributable to acts, events, omissions or accidents beyond its reasonable control.
10.2. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to the subject matter. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
10.3. Authorised Partner shall not (a) assign, transfer, charge or deal in any other manner with this Agreement or its rights under it; nor (b) subcontract its obligations under this Agreement.
10.4. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
10.5. Nothing in this Agreement is intended to or shall be deemed to establish any partnership between any of the parties. Authorised Partner is not and shall not be deemed an employee of EM. Authorised Partner shall indemnify EM and keep EM fully and effectively indemnified against any and all losses, claims, damages, proceedings and actions which EM may sustain or incur or which may be brought or established against it by any person and which in any case arises out of or in relation to or by reason of any claim that may be made by any competent authority against EM in respect of any income tax, national insurance or similar contributions or any other taxation, in each case relating to Authorised Partner’s obligations under this Agreement.
10.6. No person other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
10.7. Subject to clause 7.2 any notice required to be given under this Agreement shall be in writing.
10.8. This Agreement and any dispute or claim arising out of or in accordance with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter.