INTRODUCER AGREEMENT. Name of Bank (United Kingdom Accounts Only) Account Holders Name. 1. Introducer's Details

Transcription

1 INTRODUCER AGREEMENT 1. Introducer's Details First Name Last Name Organisation Name ( The Introducer ) Nature of Organisation Street Town County Postcode Telephone Number Company registration number (if applicable) Mobile Number Address Preferred Contact Method Telephone Mobile 2. Introducers Bank Details for Introduction Fee Payments Name of Bank (United Kingdom Accounts Only) Account Holders Name Sort Code Account Number Page 1 of 8

2 3. Authorised Signature(s) I/we the undersigned are authorised to enter in to this Introduction Agreement and I/we have read and understand the terms and conditions of this agreement. Name of Introducer Signing Below (for and on behalf of the Introducer) Date of Agreement Authorised Signature(s) for and on behalf of the Introducer Name of the Principal Signing Below Date of Agreement Chris Hamblin Authorised Signature(s) Sales Director Office Use Only A/C Created CPID BACS Workpack Account Manager Page 2 of 8

3 THE AGREEMENT This Introduction Agreement (the Agreement ), effective as of Date of Agreement above, ( Effective Date ) is made and entered into by and between The Introducer ( the Introducer ) with its principal offices or address located at the address above, and Schoop Limited, ( the Principal ) a UK limited liability company with its principal offices located at 3 The Studios, Burt Street, Cardiff, CF10 5FZ UK - registered in England and Wales company registration number: and shall prevail and take precedence over all terms and conditions that are pre-printed, typed, stamped or handwritten on any quotation form, invoice, acknowledgment form, or purchase order utilized by either party in the transactions covered by this Agreement. Hereinafter referred to as the parties WHEREAS, the parties wish to define the respective rights and responsibilities of the Introducer as a representative of the Principal. NOW, THEREFORE, the Introducer and the Principal agree as follows: 1. Interpretation 1.1. Unless the context otherwise admits words importing one gender shall include all other genders and words importing the singular shall include the plural and vice versa Reference to any statutory provisions in this Agreement shall include any statutory provisions, which amends or replaces it. 2. Terms of Agreement 2.1. The Principal hereby appoints the Introducer for the purpose of effecting introductions of the Principal s products to other organisations This Agreement shall remain in force for the period of twelve (12) months from the date of signature by the parties and thereafter unless or until terminated by either party giving the other not less than one (1) months prior notice in writing, such notice to expire at the end of said period of the Agreement or any time thereafter The Principal shall pay an introduction fee to the Introducer in accordance with clause 3 of this Agreement The Principal reserves the right to refuse any orders for the products on any grounds but if the Introducer so requests, the Principal shall supply the Introducer with reasons for such refusal Nothing in this Agreement or otherwise shall make the Introducer an employee of Page 3 of 8

4 the Principal This Agreement or any rights, duties and obligations hereunder shall not be assigned or transferred by either party without the prior consent in writing of the other party. 3. Introduction Fee 3.1. During the period of this Agreement the Introducer shall be paid an Introduction Fee in accordance with the relevant percentage or percentages set out in the Schedule to this Agreement such percentages to be calculated on the net invoice price of all products sold to customers introduced Introduction Fee will be paid in respect of each order accepted by the Principal thirty (30) days after the end of each month, based on net revenues received by close of business one week prior to the last business day of said month. Those net revenues collected in the last week of a given month will be paid in the next payment period following the month in which the Principal accepts that order. If an order is subsequently cancelled either by the customer or the Principal, any adjustments to Introduction Fees payable to the Introducer due to cancellations will be made at the end of each quarter. The Principals quarters end on March 31, June 30, September 30 and December 31. Any such cancellations will not affect the Introduction Fee payable if such cancellation has occurred because of the default or negligence of the Principal The Principal will provide to the Introducer a monthly statement of Introduction Fee due and no later than the end of the month following the preceding monthly period Following termination of this Agreement in accordance with clause 2.2 and clause 7 the Introducer shall be entitled to Introduction Fee on all orders which reach the Introducer or the Principal prior to the date of termination and on all orders arising from the Introducer's efforts prior to the termination and which have concluded within a period of 3 Months of the date of termination Unless otherwise agreed the Introducer shall not be entitled to reimbursement by the Principal of any out of pocket expenses incurred by the Introducer in connection with his duties and responsibilities under this Agreement. 4. Duties and Responsibilities of the Introducer 4.1. The Introducer shall at all times act with all due diligence and act in good faith and follow and observe all reasonable instructions given by the Principal regarding the products and any activities under this Agreement The Introducer shall pass on all orders, tenders and requests in respect of the Principal's products to the Principal within a reasonable period of time Save as expressly authorised by the Principal in writing the Introducer shall not incur any liabilities on behalf of the Principal nor make any representations or give any warranties on behalf of the Principal, (except to confirm or communicate any Page 4 of 8

5 terms, conditions or information contained in the Principal's documents) or enter into any contract or agreements on behalf of the Principal or pledge the credit of the Principal The Introducer shall not expressly or by implication in any negotiations with a customer relating to the Principal's products describe himself as acting in any capacity for or on behalf of or in relation to the affairs of the Principal other than as a canvassing Introducer. 5. Duties and Responsibilities of the Principal 5.1. The Principal shall at all times act dutifully and in good faith in observing and discharging its obligations, responsibilities and duties under this Agreement The Principal shall pay Introduction Fee to the Introducer under the terms of clause 3 of this Agreement. Save for the payment of Introduction Fee the Principal shall be under no obligation to reimburse the Introducer for any expenses incurred in the performance of the Introducer's duties The Principal shall not be obliged to accept any order, tender or request submitted by the Introducer and shall accept the same only at its absolute discretion and on such terms and conditions as it considers appropriate. 6. Anti-Bribery Compliance 6.1. The Introducer will at all times ensure compliance with the Bribery Act 2010, and will where necessary, and at their own expense, provide training and guidance to their own staff to ensure compliance with the Act. The Introducer will also ensure that they comply with any further anti-bribery legislation, regulations or guidance issued in the Territory or Territories in which they operate under this Agreement 7. Termination 7.1. This Agreement may be terminated without prejudice to clause 2.2 if any of the following circumstances arise: Either party commits a serious or grave breach of this Agreement or persistent breaches of this Agreement including, but not limited to, nonperformance, default or neglect of that party's duties under this Agreement and such breach remains un-remedied for fourteen (14) days after notice of such breach has been given by the non-defaulting party Where the conduct of the Introducer is likely to have a serious or detrimental effect upon the Principal's business, products and affairs Where the Introducer commits any acts of dishonesty, fraud or theft Such termination will take place with immediate effect on written notice to the other party and without prejudice to any remedy either party may have against the other for any breach committed prior to the date of such termination or which gave rise to Page 5 of 8

6 the termination. 8. Force Majeure 8.1. Neither party shall be liable for delay or failure to perform any obligation under this Agreement if the delay or failure is caused by any circumstances beyond its reasonable control, including but not limited to Acts of God, war, civil disorder or industrial disputes. If such delay or failure continues for a period of at least thirty (30) days the party not subject to the force majeure shall be entitled to terminate this Agreement by written notice to the other. 9. Notices 9.1. Any notice given by any of the parties shall be served in writing on the other party by electronic mail or other electronic means in which case the recipient will provide acknowledgement within one (1) business day (separately from any machine generated automatic reply); or by pre-paid means providing proof of delivery, to the receiving party's address set out in this Agreement or such subsequent addresses as may be notified by the party's to each other Any such notice shall be deemed to be effectively served as follows: In the case of service by pre-paid delivery 48 hours after posting In the case of service by electronic means on the next working day. 10. General IT IS HEREBY DECLARED that the foregoing paragraphs, sub paragraphs and clauses of this Agreement shall be read and construed independently of each other. Should any part of this Agreement or its paragraphs, sub paragraphs or clauses be found invalid it shall not affect the remaining paragraphs, sub paragraphs and clauses The Schedules to this Agreement constitute an integral part thereof Failure by either party to enforce any accrued rights under this Agreement is not to be taken as or deemed to be a waiver of those rights unless the waiving party acknowledges the waiver in writing No addition to or modification of any clause in this Agreement shall be binding on the parties unless made in writing and signed by the signatories to this Agreement or their duly authorised representatives This Agreement sets out the entire agreement and understanding of the parties and is in substitution of any previous written or oral agreement between the parties Reference to any Statutory Provisions in this Agreement shall include any Statutory Provisions, which amends or replaces it. Page 6 of 8

7 11. Jurisdiction This Agreement shall be construed in accordance with the Laws of England and shall be subject to the exclusive jurisdiction of the English Courts. Page 7 of 8

8 SCHEDULE The Introducer will be engaged to introduce the Principals products to other organisations: Products The Schoop App - to include but not limited to Apple ios and Android Target Markets Pre-School Nurseries, Infant & Primary Schools and Secondary Schools - Schools can in the public (state) sector or the independent (private) sector and any other organisation that will use the Schoop App to communicate with a community. Roles and Responsibilities The Introducer will be engaged with the following roles and responsibilities: Role Status Responsibilities Introducer Only Applicable To introduce the Schoop App Introduction Fee The Introducer will be entitled to Introduction Fee based on the sales of The School App based on the following scale: Year 1 Initial Sign Up of Organisation for the Schoop App Sales Resources Engaged in Sale Introduction of organisation to the Schoop App Introducer Introduction Fee (Tier 1) 10% of Net annual subscription Value Introducer Introduction Fee (Tier 2) Not Applicable Third Party Introducer or Channel Partner Introduction Fee (Tier 3) Not Applicable Example 1 Introduction of Schoop results in an annual subscription of (net of VAT) Introducer Introduction Fee = 400 X 10% = Addresses for Notices The Principal (SCHOOP Limited) Postal Address The Studios Burt Street Cardiff, CF10 5FZ partners@schoop.co.uk Page 8 of 8