Introducer Agreement

Between

001 Ltd. (001)

whose registered office is at: 4 Cedar Court, Parkway, Porters Wood, St Albans AL3 6PA and, ………………………………………… (the Introducer)
whose registered office is at: …………………………………………………………………………………….

What personal information do we collect?
If you wish to register on this website, subscribe to a service, request further information, or provide content for inclusion on this website (e.g blogs or other online forums) we may collect the following personal information which you will voluntarily provide:

Definitions

In this agreement, unless the context otherwise requires, the following words and expressions shall have the following meaning:

Commissionable Agreement A contract between a Customer and a Supplier transacted through 001 where a Supplier Commission is payable to 001 or a transaction between a Customer and 001 where a Customer Fee is payable to 001.

Confidential Information Information about 001’s business, staff, Suppliers, Customers and knowhow and all information disclosed by 001 under this Agreement by any means verbally or in writing at any time before, during and after the Term, including without limitation all research data, systems, know how, product pricing, analyses, calculations, compilations, forecasts, financial information, reports, recommendations and business plans.

Customer Any private individual, business or other organisation who has signed Terms of Business with 001.

Customer Fee Charges made to a Customer for savings, recoveries or other economic benefit secured through the actions of 001.

Introducer Commission Payment to the Introducer from 001 at the agreed rate for each Commissionable Agreement conducted by the Introducer during the Term.

Services The services offered by 001 from time to time including but not limited to the procurement and historic audit of utility supply contracts.

Supplier A supplier of Utility services with whom 001 has a contractual relationship to introduce Customers in return for Supplier Commissions.

Supplier Commission Payment to 001 from a Supplier for introducing and securing a supply contract between the Supplier and a Customer.

Term An initial period of 3 months then continuing indefinitely until the Agreement is terminated by either party.

Appointment

• 001 appoints the Introducer to promote the Services and secure Commissionable Agreements with new Customers during the Term.

Duties & Obligations of the Introducer

• To set up appointments with prospective Customers to discuss new business.
• To promptly and faithfully comply with all reasonable instructions given by 001 and use every effort to promote and improve 001’s business giving the full benefit of your abilities knowledge and expertise
• Not to, through any act or omission, bring 001 into disrepute and to not directly or indirectly procure, accept or obtain for any payment, rebate, discount, commission, voucher, gift or other benefit (with the exception of reasonable corporate entertainment) from any third party in respect of any business transacted or proposed to be transacted (whether by the Introducer or not) on 001’s behalf and to immediately disclose and account to 001 for any such benefit received by the Introducer (or by any other party on their behalf).
• Not to enter into any financial commitment on 001’s behalf without prior written authority from a Director of 001.
• To provide a place of work, facilities and equipment and to be responsible for all overheads and costs relating to the performance of the duties in relation to this Agreement.

Duties & Obligations of 001

• To provide the Introducer with training, guidance, assistance and access to staff, equipment and premises as may reasonably be required for the fulfilment of this Agreement.
• To issue terms of business to be signed by the Customer to enable provision od the Services.
• To ensure that transactions for the Services are completed promptly and effectively to secure Commissionable Agreements with the Customers.

Commission

• Introducer Commission is paid on the last working day of each calendar month for Commissionable Agreements where cleared funds are received up to the last working day of the previous calendar month.
• The Introducer will be paid an Introduction Fee of £100 for each client which signs Terms of Business with 001 that meets 001’s minimum criteria.
• Introducer Commission is paid at the rate of 10% of the revenue received by 001 (excluding VAT) from each Commissionable Agreement.
• The Introducer will be provided with access to our online commission portal and is required to submit their invoice by the 20^th of each month otherwise payment may be delayed.
• Except as described above 001 shall not be liable to make any other payments to the Introducer and 001 shall not be liable to the Introducer for the payment of any Introducer Commissions after this Agreement has terminated.
• Any remuneration paid to the Introducer under this Agreement shall be paid gross. The Introducer shall keep 001 fully indemnified for any tax due in respect of payments made to the Introducer by 001.
• Where a Supplier claws back overpaid Commission from 001, 001 will claw back Commission from the Introducer in their next statement at the rate at which the original Commission was paid.

Confidentiality

• The Introducer acknowledges that all Confidential Information is commercially valuable to 001, that any unauthorised disclosure will be detrimental to 001’s business and that the Introducer is the only intended recipient.
• The Introducer warrants that they will not copy or use Confidential Information except for its intended commercial purpose to enable the performance of the duties & obligations under this Agreement and that Confidential Information will not be utilised without 001’s knowledge or consent.
• The Introducer will observe their duty to treat as strictly confidential and protect Confidential Information disclosed to them and will limit disclosure of Confidential Information only to those potential customers who are bound by confidentiality agreements preventing further disclosure of Confidential Information.

Intellectual Property Rights

• All intellectual property rights (whether existing now and in the future) in Confidential Information shall belong exclusively to 001.
• 001 grants the Introducer the right by way of a royalty free, non-transferable license to use 001’s name and any trademark and any other form of identifying mark and/or logo owned or controlled by 001 to promote their business.

Data Protection

• The Introducer grants 001 all necessary consents to enable the holding and processing of Personal Data and Sensitive Personal Data (as defined by the Data Protection Act 1998) about the Introducer and to transfer it to a country outside the EEA.

Restrictions

• The Introducer warrants that during the Term and for a period of one (1) year following the expiry of the Term for whatever reason they will not:-
• solicit, for services similar to those offered by 001, the business of any customer of 001 that the Introducer had dealings with during the Term.
• solicit or engage the services of any staff member, Introducer or Introducer engaged by 001 during the Term.

Termination

• During the Initial Term this agreement may be terminated by either party by giving 1 weeks’ notice in writing and after the initial Term, this agreement may be terminated by either party by giving 1 months’ notice in writing.
• Either party is entitled to immediately terminate this Agreement in the event of a serious breach by the other which is not capable of remedy or if capable of remedy is not remedied within thirty (30) days of notification of the breach. In the event of any breach by the Introducer which is not capable of remedy, the Introducer’s entitlement to any further Introducer Commission shall cease on termination of this Agreement.
• Following termination of this Agreement for whatever reason the Introducer will;
• return all property belonging to 001 which is in their possession,
• destroy or delete all computer records generated under this Agreement,
• continue to observe all confidentiality obligations and the applicable restrictions
• keep 001 fully indemnified in respect of any damage or loss suffered by 001 as a result of any breach by the Introducer of this Agreement.

Notices

• Any notice or approval under this Agreement may be provided in writing in the form of verifiable emails.

Miscellaneous

• 001 shall not be liable for any loss arising out of any act of God, war, revolution, riot, civil disturbance, strike, lock out, flood, fire, terrorist activity, power cuts, computer failure, data corruption or other cause not reasonably within its control. 001 shall not be liable for any indirect, incidental or inconsequential loss suffered by the Introducer.
• No waiver by either party of any breach by the other of any of the terms or conditions of this Agreement shall be treated as a waiver of any preceding or succeeding breach of the same or any other terms or conditions.
• The terms and conditions hereof shall not be capable of variation except by instrument in writing signed by each party and shall constitute the entire agreement between the parties to the exclusion of any previous agreements or arrangements whatsoever.
• Neither party shall, without the written consent of the other, disclose the terms of this Agreement to any other party (except to their respective professional advisors), and this obligation shall survive the Term of this Agreement.
• 001 shall be entitled to assign this Agreement or delegate their obligations to any other party.  This Agreement is personal to the Introducer and the Introducer may not assign or delegate the rights or obligations to any other party.
• If any of the provisions of this Agreement is found by a court or other competent authority to be void or unenforceable, such provision shall be deemed to be deleted from this Agreement and the remaining provisions hereof shall continue in full force and effect.
• It is expressly agreed that the provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement nor for the avoidance of doubt, shall the contents confer any benefit upon any party who has not expressly executed it.
• This agreement supersedes any previous agreement and remains in force until termination.

Governing Law

• This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

Please indicate your acceptance of the above by signing and returning an identical copy of this Agreement which when signed by both parties shall constitute a binding legal contract.

Signed on behalf of the Introducer: ……………………………………………………… Date: ……………………………….

Name: ……………………………………………………………. Position: …………………………………………………..

Signed on behalf of 001: ……………………………………………………… Date: ……………………………….

Name: ……………………………………………………………. Position: …………………………………………………..