Glycanage Ltd & (Affiliate partner)
Affiliate Referral Agreement
This agreement is dated and is made by and between:
- Glycanage Ltd, a company incorporated and registered in England and Wales (registered number 10383228) whose registered office is The Catalyst, 3 Science Square, Newcastle Helix, Newcastle Upon Tyne, NE4 5TG, United Kingdom (the "Company"); and
- ("Affiliate partner")
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 purchases made by those Referred Customers
- AGREEMENT TERM
This effective date of this agreement is the date when it is duly signed by both parties (the "Commencement Date"), and it will continue until 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:
- 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.
- 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.
- 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.
- EARNOUT PERIOD
For any Referred Customer, the Affiliate is entitled to a commission on any Qualifying Revenue received from that Referred Customer for 12 months from the date of introduction of that Referred Customer, 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 12 months from the commencement of this agreement 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 9 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 or payable between the parties which has accumulated 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, the Company's CEO.
- for the Affiliate, the Affiliate's CEO.
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
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.
- 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.s
- 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 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) for so long as and to the extent that the law of the EU has legal effect in the UK, the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable EU regulation relating to privacy. This clause is in addition to, and does not reduce, remove or replace, a party's obligations arising from such requirements.
- The Parties will enter into a separate data sharing or processing agreement if required to do so under the relevant data protection legislation in relation to the data processed or shared during the term of this agreement.
- RENEWAL, TERMINATION, ASSIGNMENT, WAIVER
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. Failure or delay in exercising any right under this agreement is not a waiver thereof or of any subsequent breach by the other Party of any representation, warranty or obligation hereunder. Notwithstanding the provisions of this Clause 15, either Party will be entitled to terminate this agreement immediately, with cause, if:
- a Party or any of the directors of a Party are in material breach of their or its obligations under this agreement or fails to comply with any other agreement, covenant, warranty or undertaking given by either Party or any other regulatory authority; or
- in the reasonable opinion of either Party, there has occurred a material adverse change in the business, financial or trading position of one of the Parties; or
- either Party becomes insolvent or has any winding-up, receivership or administrative order made in respect of it, or makes or seeks to make any arrangement with its creditors or passes a resolution for its winding-up or a petition is presented for its winding-up or administration; or
- either Party considers its name or reputation likely to be prejudiced by this agreement continuing.
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 12 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.
- THIRD PARTY RIGHTS
A person who is not a party to this agreement will not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of 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.
- 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.