Affiliate partner that apply for our programme will be sent a version of this contract for e-sign

Affiliate Partner Agreement

This affiliate referral agreement is made between:

• Handshakr Limited, a company incorporated and registered in England and Wales (registered

number 12322092) whose registered office is 1 Walnut Close, Miskin, CF72 8RZ, United Kingdom (the “ Company”); and

• ABC Affiliate whose registered office is XYZ (“Affiliate”);
• These are the terms and conditions applicable to (“Affiliate”) and (the “ Company”); performed through the Reditus SaaS partner management platform, located at getreditus.com (hereinafter: “Reditus”), with its principal office located at Europalaan 100 in Utrecht, The Netherlands and registered with the chamber of Commerce (KVK) in The Netherlands under registration no. 77814487.

each a “ Party” and together the “ Parties”.
The Parties hereby agree as follows:

• OVERVIEW

This agreement sets out the commercial rules and technical implementation for a referral programme between the Parties, whereby the Affiliate sends Referred Customers to the Company and the Affiliate is remunerated for the following actions:

ABC Affiliate will receive commission based on the total value, in GBP as reported and calculated through the Reditus platform, of eligible purchases made by a Lead as a result of Partner’s Referral Services, excluding discounts, VAT and any other applicable extra charges, during the period (hereinafter: “Earnout Period” specified under Term 6.

This agreement will commence on 1 July 2021 (the “Commencement Date”) and will continue for 24 months, unless otherwise terminated in accordance with this agreement.

• VALID REFERRAL

A “ Referred Customer” is a customer who is introduced to the Company by the Affiliate during the term of this agreement under the following conditions:

(a)       The customer must not have had any prior contact with the Company.

• The customer must not have made any purchases of Company products/services prior to the introduction; and
• The customer must not have had any prior email exchanges, phone calls, or any other communication with anyone in the Company prior to the introduction.

(b)      The Affiliate sends an email to the customer, copying in a relevant member of the Company, introducing that customer to the Company member and recommending the Company.

(c)      the Company will then reply to the Affiliate either thanking them for the new referral, or advising that the customer is already known to the company, is an existing customer, or other reason why that customer may not qualify as a valid Referred Customer.

• PURCHASES INCLUDED IN THE COMMISSION STRUCTURE

The following products and services (“Qualifying Revenue”) will earn commission for the Affiliate:

Qualifying products and services

Handshakr Seller Subscriptions

• COMMISSION STRUCTURE

Qualifying Revenue will be totaled up quarterly at the end of each calendar quarter (the “Payment Period”) and the Affiliate will earn a commission based on Qualifying Revenue generated during that Payment Period.

The rate of commission on Qualifying Revenue for any given Payment Period is as follows:

Where the Commencement Date is midway through a Payment Period, then any Qualifying Revenue generated in that incomplete Payment Period will be added to the next full Payment Period and be counted as being made in that first full Payment Period for commission calculation purposes.

• EARNOUT PERIOD

The Affiliate shall be entitled to commission if a Referred Customer referred by the Affiliate enters into a Qualifying Revenue agreement with the Company (“Qualifying Revenue Agreement”).

For any Referred Customer, the Affiliate is entitled to a commission on any Qualifying Revenue received from that Referred Customer for 24 months from the date the Company enters into a Qualifying Revenue Agreement, including where those purchases are made after the termination of this agreement, unless this agreement is terminated for cause. This term will be taken to apply to all Qualifying Revenue unless any further entitlement to commission continuing past this time is specified elsewhere in this agreement.

• PAYMENT TERMS

Within 14 days after the end of each calendar quarter the Company will provide a summary of any payout. The summary will specify:

• what Qualifying Revenue was generated in the relevant period; and
• the commission payable on the remitted Qualifying Revenue.

Only remitted Qualifying Revenue will be taken into consideration when calculating commission in any given period. All invoiced but unpaid Qualifying Revenue will roll into the next period and will not be calculated for commission purposes until the relevant invoice has been paid by the Referred Customer unless the Company elects otherwise at their sole discretion.

In the event that a coupon, partial refund or other discount is offered to a Referred Customer, any commission will be calculated on the post-reduced price paid by the Referred Customer. In the event that a Referred Customer receives a full refund on any monies paid, no commission will be payable to the Affiliate on any of the refunded sums.

Once the Affiliate has received a commission summary, and that commission summary is not disputed, they should present an invoice to the Company together with their bank account details for the agreed amount (together with any VAT thereon where relevant), and the agreed amount will be paid by the Company to the Affiliate within 14 days of receiving an invoice from the Affiliate. Payment will be in GBP unless otherwise agreed.

The Company reserves the right to alter its pricing and/or add or remove products and pricing plans. Where such changes will have a material effect on the affiliate commission structure the Company will notify the Affiliate.

• CONSEQUENTIAL INTRODUCTIONS

Where a Referred Customer introduces the Company to a third party who independently purchases products/services from the Company, the Affiliate will not, by virtue of the initial referral, be deemed to have referred the third party to the Company.

• DISPUTES

Either Party will promptly notify the other in writing in accordance with Clause 11 of any Referred Customer complaints, disputes or potential or actual litigation. In the event litigation is brought by the end user against either the Affiliate or the Company, each Party will hold the other harmless in the face of such litigation and neither Party will be liable towards the other.

The Affiliate will have 30 days from the receipt of a commission summary to query or dispute that commission.

In the event that the Affiliate queries any commission that they are due for any given period, the Company will investigate that query. If it is agreed that there was a miscalculation and that the Affiliate was due to receive a greater commission than they received, the Company will revise the commission summary and issue an updated commission summary. The Affiliate will then invoice for the revised amount in the usual way.

If it is agreed that there has been an overpayment of commission, the Company reserves the right to receive from the Affiliate any sums that the Affiliate was not entitled to, or to deduct that amount against the next or future commission payments.

In the unlikely event that agreement cannot be reached on the commission summary, the undisputed amount of commission should be invoiced by the Affiliate, and the Company will make payment of the same within 14 days of receiving the invoice. The disputed amount will then be escalated to senior management in each organisation for further consideration and resolution.

• LIMITATION OF LIABILITY

Nothing in this agreement will limit or exclude the liability of either party for:

• death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
• fraud or fraudulent misrepresentation;
• any matter in respect of which it would be unlawful to exclude or restrict liability.

Neither party will under any circumstances whatever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

• any loss of profit, sales, revenue, or business;
• loss of anticipated savings;
• loss of or damage to goodwill;
• loss of agreements or contracts;
• loss of use or corruption of software, data or information;
• any loss arising out of the lawful termination of this agreement or any decision not to renew its term, or
• any loss that is an indirect or secondary consequence of any act or omission of the party in question.

The total liability of either party to the other in respect of all losses or damage arising under or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory

duty, or otherwise, will in no circumstances exceed the aggregate commission paid (including commission due in accordance with clause 7) under this agreement.

• NOTICES

Any notice or other communication or information to be given in connection with this agreement will be in writing and in English and will be sent by email to:

for the Company, leon.hardwick@handshakr.com
for the Affiliate, email.email.com

A communication sent according to this clause will be deemed to have been received at the time of completion of transmission by the sender, except that if a communication is received between 5: 30pm on a day other than a Saturday, Sunday, or public holiday in England and Wales and 9:30am on the next day other than a Saturday, Sunday or public holiday in England and Wales, it will be deemed to have been received at 9:30am on the second of such other days.

• INFORMATION TO BE PROVIDED

Either Party will promptly provide the other with reasonably requested data, documents or such other information that is necessary or appropriate to that Party to discharge its obligations or to comply with any applicable law or regulations.

• NO JOINT VENTURE OR PARTNERSHIP

Neither Party will have power or authority to incur any liability on behalf of the other Party or their affiliates or in any way to pledge the credit of the other Party or its affiliates or accept or make any contract binding upon that Party or its affiliates or give or make any warranty or representation on the other’s behalf.

Each party confirms it is acting on its own behalf only.

• USE OF TRADING NAMES

Neither Party will hold itself out as an agent or affiliate of the other, will not act on behalf of the other, nor use the other’s name in any form of promotion or advertisement without the prior written consent of the other Party.

Should such consent be given for the purpose of using a logo or branding owned by either of the Parties, then the requesting Party will receive a non-exclusive, revocable licence to use such logo and branding for the purpose it was requested for until that purpose has been fulfilled or otherwise when this agreement is terminated without any additional notice.

A branding pack can be requested from the Company. Should the Company provide its branding pack, it reserves the right to review any materials used in it by the Affiliate prior to publication by the Affiliate.

• CONFIDENTIAL INFORMATION

At all times during the term of this agreement and following the termination thereof, the Parties will keep confidential any information acquired in respect of the other as a result of this Agreement regarding the business, affairs and customers of each other and will not disclose this information to third parties except as may be required by law or regulation.

• DATA PROTECTION

Each Party will, at its own expense, ensure that it complies with and where necessary assists the other party to comply with the applicable requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and any successor legislation; and (ii) the UKGDPR and the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable EU regulation relating to privacy. This obligation shall include entering into additional agreements requires by applicable legislation and regulatory requirements relating to the use of personal data. This clause is in addition to, and does not reduce, remove or replace, a party’s obligations arising from such requirements.

• RENEWAL, TERMINATION, ASSIGNMENT, WAIVER

During the last 30 days of this agreement, the Parties will review the relationship. If both Parties agree, the terms of this agreement can be extended and will apply for another 24 months where another review of this agreement will take place in that last 30 days of that subsequent 24 month term. Otherwise this agreement will automatically terminate in accordance with Clause 2 above.

This agreement may be modified only in writing and signed by both Parties. It may be terminated without cause by either Party on 14 days’ prior written notice to the other, and may be terminated by either Party with cause upon dispatch of written notice to the other if any representation or warranty of the other ceases to be true or any obligation of the other is not duly performed or, in the sole judgement of either Party, the other has failed to comply with all applicable provisions of law.

If there is any commission that has accrued but remains unpaid at the time of termination, that commission will be honoured and paid at the next usual Payment Date.

Neither Party may assign its rights or obligations hereunder without prior written consent of the other.

Where this agreement is terminated without cause or not renewed then the Company will continue to record Qualifying Revenue received from any Referred Customers for 24 months from the date of introduction of the Referred Customer, and the Company will continue to pay any commission on such remitted Qualifying Revenue. The Company will not pay any commission on any business relation referred to the Company after the termination date.

Where this agreement is terminated with cause, then the Company will honour and pay any commission that has accrued but remains unpaid on the termination date. On the termination date a final commission summary will be sent to the Affiliate and the payment will be made in accordance with this agreement. No further commission payments will be made for any revenue generated from any existing Referred Customer or any business relation referred to the Company after the termination date.

• ENTIRE AGREEMENT

This agreement constitutes the entire agreement between the Parties and supersedes and

extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.

Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

• SEVERANCE

If any provision of this agreement is held to be invalid or unenforceable by any judicial or other competent authority, all other provisions of this agreement will remain in full force and effect and will not in any way be impaired.

If any provision of this agreement is held to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question will apply with the minimum modifications necessary to make it valid and enforceable.

• Third Party Rights

This agreement does not confer any rights on any person or party (other than the parties to this     agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999.

• GOVERNING LAW

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation will be governed by and interpreted in accordance with the laws of England and Wales.

The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) that arises out of, or in connection with, this variation agreement or its subject matter or formation.

We agree to the above:

Signed for and on Behalf of Handshakr

Name:

Title:

Date:

Signed for and on behalfg of ABC

Name

Title:

Date: