LAST UPDATED
- Interpretation
The following definitions and rules of interpretation apply in this Agreement.
1.1
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1.2 Person
1.3 All sections of this Agreement apply
1.4 Amendments to statutes
1.5 Subordinate legislation
1.6 Writing
1.7 Including
1.8
- Introductions
2.1 Appointment
2.2 Contractual Period
Introducers must refer to section 2 of the agreement form sent out separately by email, titled ‘
2.3 Duties of Introducer.
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2.4 Limited scope of authority.
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2.5 Obligation to disclose limits on authority
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2.6 Introducer applying for authorisation
2.7 Marketing
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2.8 Limits on representations
- Commission
Introducers must refer to section 3.1 or 3.2 of the agreement form sent out separately by email, titled ‘
- Payment of Commission
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8 Accounts and records
4.9 Disputes about Commission
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The auditor shall act as an expert and not as an arbitrator. The auditor shall determine the amount of Commission payable which may include any issue involving the interpretation of any provision of this Agreement, their jurisdiction to determine the matters and issues referred to them and/or their terms of reference. The auditor may award interest as part of their decision. The auditor’s written decision on the matters referred to them shall be final and binding on the parties in the absence of manifest error or fraud. The auditor’s fees and any costs properly incurred by them in arriving at their determination (including any fees and costs of any advisers appointed by the auditor) shall be borne by the Introducer. All matters concerning the process and result of the determination by the auditor shall be kept confidential among the parties and the auditor. Each party shall act reasonably and co-operate to give effect to the provisions of this clause and otherwise do nothing to hinder or prevent the auditor from reaching their determination. The auditor shall have not liability to the parties for any act or omission
- Duties and Obligations of the Introducer
5.1
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5.2
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5.3
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5.4
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5.5
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5.6
- Warranties
6.1 The Introducer warrants as follows at the date of this Agreement and each time an Introduction is made:
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- Confidentiality
7.1 Obligations of confidentiality
7.2 Confidentiality exceptions
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7.3 Limited use of confidential information
7.4 Return of documents and records
- Compliance
Compliance
- Data protection
9.1 Definitions
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9.2 Shared Personal Data
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9.3 Compliance
9.4 Mutual assistance
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- Audits
10.1
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10.2
10.3
10.4
10.5
10.6
10.7
- Online Content
11.1
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11.2
11.3
11.4
11.5
11.6
- Natural Search
The Introducer shall not optimise its website, blogs and/or marketing material to appear above CSL’s website in any natural search listings for CSL brand keywords.
- Pay per click or paid search (“PPC”) restrictions
13.1
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13.2
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- Brand Guidelines
14.1
14.2
- Intellectual Property
15.1
15.2
15.3
- Limitation of liability
16.1 No limitation
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16.2 Limitations of liability
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16.3 No limitations in respect of deliberate default
- Onboarding and ongoing checks and compliance
17.1
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both:
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17.2
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17.3
- Termination
18.1 Termination on notice
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18.2 Termination on notice
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18.3 Termination for breach of compliance obligations
18.4 Termination for breach of compliance obligations
- Consequences of termination
19.1 Clauses to remain in force on termination
19.2 Accrued rights
19.3 Commission payments upon termination or expiry of this Agreement
19.4
- Status
20.1
20.2
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20.3
- No partnership or agency
21.1 No partnership or agency between the parties
21.2 No agency on behalf of third party
- Entire agreement
22.1 Entire agreement
22.2 No reliance on matters outside Agreement
22.3 Misrepresentation and misstatement
22.4 Fraud
- Amendments
We may amend this agreement by giving the Introducer 20 Business Days’ notice in writing and such amendment shall be binding on the Introducer.
- Assignment and other dealings
This Agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.
- No automatic waiver
25.1
25.2
- Severance
26.1 Deemed modification or deletion
26.2 Obligation to negotiate compliance amendments
- Notices
27.1 Form of notices
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27.2 Deemed receipt of notices
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27.3 Exclusions from notice provisions
- Counterparts
28.1
28.2
- Third party rights
No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
- Exclusivity
Introducers must refer to section 4 of the agreement form sent out separately by email, titled ‘
- Governing law
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
- Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
