Referral Partner Terms and Conditions

It is AGREED as follows:

1. Definitions and Interpretation

1. In this agreement, unless the context otherwise requires, the following expressions have the following meanings:

Business Days - means any day (other than Saturday and Sunday) on which ordinary [clearing] banks are open for [their full range of normal] business in Newcastle upon Tyne;

Business Plan - means the business plan for the [life of the] Project, agreed to and adopted by the Parties, outlining the proposed objectives for the Project and containing cash flow projections and an operating budget for each financial year in relation to the Project;

Clear Business Days - in relation to a period of notice means that period, excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

Commencement Date - means the date that the Project commences as set out in Clause 3;

Confidential Information - means, in relation to either Party, information which is disclosed to one Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such) and shall include, but not be limited to, all information which is not publicly known including the nature of the Project, the Project finances, and any other commercially sensitive information of either Party regardless of its nature;

Intellectual Property Rights - means all vested contingent and future intellectual property rights including but not limited to copyright, trademarks, service marks, business names and domain names, design rights, patents, know-how, trade secrets, inventions, get-up and database rights in each case whether registered or unregistered and whether or not registrable, and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist now or in the future and including rights under licences in relation to any of the foregoing;

Management Committee - means the body established to manage the Project on behalf of the Parties in accordance with Clause 7 of this Agreement;

Project - means the project to be carried out by Reclaro and [Partner], details of which are set out in Schedule 1, as amended from time to time;

Project Manager - means the person appointed by the Management Committee under Clause 7 to carry out and be responsible for the day to day operation and control of the Project in accordance with Clause 8;

Representative(s) - means the person[s] representing each Party on the Management Committee; and

Resources - means in relation to each Party, the services, resources, workforce or other tangibles or intangibles that such Party provides in accordance with this Agreement and as set out in Schedule 2, in relation to the Project.

2. In this Agreement, reference to:

1. “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented from time to time; a Schedule is a schedule to this Agreement;
2. a Schedule is a schedule to this Agreement;
3. a Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule.
4. "Party" or the "Parties" refers to the parties to this Agreement.

3. The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.

4. Words imparting the singular number shall include the plural and vice versa.

5. References to any gender shall include the other gender.

2. The Project and the Business Plan

1. Schedule 1 sets out details of the Business Plan and the Project agreed between the Parties, as at the date of this Agreement. The Parties agree that Schedule 1 may be amended by mutual written agreement at any time, to alter the Project or to add additional projects (which will also be carried out in accordance with the terms of this Agreement).

2. On or before the date of this Agreement, the Parties have agreed the Business Plan and agree to adopt it as of the date of this Agreement. The Business Plan includes an estimate of the working capital required for the Project, an operating budget, and a monthly projected profit and loss account for each financial year of the Project.

3. Subject to Clause 16, nothing in this Agreement shall restrict either Party's right to continue to conduct its business activities or any arrangements that existed prior to the Commencement Date or that come into being after the date of this Agreement.

3. Term

The Project shall commence on the Commencement Date, and shall continue, unless terminated early in accordance with Clause 14, for a period of 12 months. Each Party shall use reasonable endeavours to complete its part of the Project by the end of that period where a review shall take place.

4. Roles of the Parties

1. Each Party shall, in the context of the Project:

1. assume the roles and provide the Resources as described in Schedule 2 within the timeframes (if any) specified;
2. at all times fully co-operate with each other and act in good faith towards each other in relation to this Agreement;
3. ensure that its Representatives liaise and cooperate with the Project Manager as reasonably necessary;
4. use reasonable care and skill in performing its obligations;
5. comply with good industry practice;
6. comply with all laws applicable to it;
7. obtain and maintain consents, licences and permissions (statutory, regulatory, contractual or otherwise) that are necessary to enable it to comply with such obligations;
8. ensure that the Resources it provides conform with any descriptions and specifications set out in the Schedules;
9. comply with all relevant health and safety regulations as are required;
10. appoint [a] Representative[s] to the Management Committee and comply with the terms set out in Clause 7; and
11. ensure that it uses employees [or agents] who are suitably qualified and experienced.

2. To enable the Parties to maximise the benefits of their collaboration, each Party shall:

1. engage the other in planning discussions in relation to its Resources from time to time;
2. keep the other Party informed about its progress in relation to the Project;
3. notify the other Party of any new developments that may impact upon its Resources;
4. supply to the other Party information and assistance reasonably requested by it relating to the Project as is necessary to enable the other Party to perform its own obligations in relation to the Project; and
5. such other matters as may be agreed by the Parties from time to time.

5. Financial Contributions of the Parties

1. The initial financial contributions of the Parties shall be as follows: Reclaro shall contribute by providing reliable, fit for purpose Software. The Partner shall contribute by providing referral leads into suitable businesses. Such contributions shall be made when the Partner becomes aware of a suitable business. Thereafter, any further contributions shall be as agreed between the Parties from time to time as set out in Schedule 3.

2. All financial contributions shall be deposited with the chosen bank by the Partner

3. Except as provided for in Clause 9 and Schedule 3, each Party shall:

1. be responsible for its own costs incurred in connection with the Project, including all the Resources it provides; and
2. not be entitled to charge the other Party for the provision of anything, including the Resources it provides in connection with the Project.

6. Profits of the Project

The profits and losses of the Project shall be shared between the Parties in the following proportions:

• Party 1 - Reclaro 80%
• Party 2 - The Partner 20% for year 1, 10% year 2 and 5% year 3

7. Management of the Project

1. The Parties shall appoint a Management Committee comprising [1] Representative[s] from each Party. Each Party may replace its appointed person[s] at any time on prior written notice to the other Party. Each Party shall be obliged at all times to maintain [1] Representative[s] on the Management Committee.

2. Each Party shall not later than 3 working days after the execution of this Agreement appoint its Representative[s] and notify the other Party of the name[s] and contact details of the Representative[s]. Such Representative[s] shall have the power to bind the relevant Party that they represent in relation to the decisions of the Management Committee.

3. The Management Committee shall:

1. direct and manage the Project in accordance with the terms of the this Agreement (including the Schedules) and the Business Plan;
2. review the Business Plan every 3 months and present any proposed changes to the Business Plan to the Parties for their approval;
3. appoint a Project Manager [not being a current or former employee of [or having any other connection with] either Party];
4. in the joint names of the Parties, engage the Project Manager as an independent contractor on such terms and in return for such remuneration as is provided in the Business Plan; and
5. oversee the work of the Project Manager and the overall progress of the Project.

4. The Management Committee shall act on decisions made unanimously. If a disagreement arises between the members of the Management Committee such that no unanimous decision can be made by the Management Committee, or between the Management Committee and either Party, the provisions of Clause 23 shall apply.

5. Except as provided in Clause 7.3.4 or as may be agreed by the Parties in writing from time to time, the Management Committee shall not have any authority to, and shall not, employ or engage any staff or contractor or enter into any commitment or incur any liability to any third party for or on behalf of either or both Parties in matters relating to the Project.

6. No remuneration shall be paid to the Representatives for serving on the Management Committee.

8. Responsibilities of Project Manager:

1. The Project Manager shall -

1. be responsible for the day to day operation and control of the Project, within the terms of the Business Plan;
2. comply with all decisions and directions of the Management Committee;
3. arrange and progress meetings at monthly intervals, to be attended by the Project Manager and the Management Committee;
4. be responsible for day to day liaison between the Parties;
5. liaise with the Management Committee and each Party's Representatives as reasonably necessary;
6. keep full, true and accurate records of number of referrals and new customers;
7. maintain accounting records for the Project in accordance with Clause 10;
8. comply with all laws and regulations for the time being in force relating to the referral partnership arrangement; and
9. not have any authority to, and shall not, employ any staff or engage any contractor or enter into any commitment or liability to any third party for or on behalf of either or both Parties; and
10. Ensure that all referral fees are paid to the Referral Partner within 7 days of receipt

2. Each Party shall permit the Project Manager such access to its premises (and workforce, and other Resources) as may be reasonably required in order to carry out their duties hereunder.

3. On completion of the Project, the Project Manager shall produce a final report (the “Final Report”), incorporating such details as the Management Committee may agree and require. The Parties shall jointly inspect and evaluate the work produced by/services performed under the Project and shall each sign the Final Report to acknowledge that the Project has been completed to their satisfaction.

4. Subject to Clause 8.1.9, each Party shall be bound by any action taken by the Project Manager (and the Management Committee) in good faith under this Agreement.

5. The Project Manager shall, in carrying out their duties hereunder, use all reasonable care and skill, use reasonable endeavours to achieve the objectives of the Project, act in good faith, and act impartially between the Parties.

6. The Project Manager shall not be liable for any error or mistake of law or fact or any act done in good faith in the exercise of their power and authority as Project Manager. However, the Project Manager shall remain liable for gross negligence or wilful default.

9. Office Services and Personnel

1. Unless otherwise agreed by the Parties, in addition to the Resources:

1. any office related services shall be provided by Reclaro (which shall be entitled to charge Norma Foster on such basis as may from time to time be agreed for all reasonable expenses incurred in providing those services); and
2. in relation to any additional personnel that either Party makes available to the Project, the terms and expense of such availability shall be determined by and subject to agreement.

10. Accounts

1. The Project Manager shall keep accurate and complete accounting and other financial records in respect of the Project, which are in accordance with generally accepted accounting principles and the requirements of all applicable laws.

2. Each Party and its authorised representatives, including the Management Committee, shall be allowed access at all reasonable times to examine and take copies of such accounts and records.

11. Warranties

1. Each Party warrants to the other Party that:

1. it has full power and authority to carry out the Project as contemplated by this Agreement, and that it will not be in breach of the rights of any third Party in performing this Agreement;
2. it will perform the Project in a professional manner with reasonable care and skill, using suitably qualified personnel, and that it will use all reasonable endeavours to achieve the objectives of the Project; and
3. all information, data and materials provided by it pursuant to this Agreement will be, to the best of its knowledge, accurate and complete, and that it is entitled to provide any such information, data and materials without the consent of any third party.

12. Intellectual Property

This Agreement does not transfer any interest in Intellectual Property Rights. All Intellectual Property Rights subsisting in any materials provided by either Party to the other or to the Project Manager shall remain the sole property of the Party providing such Intellectual Property Rights. The Project Manager shall have a non-exclusive licence to use the same for the purposes of the Project.

13. Data Protection

Each Party shall, at its own expense, ensure that it complies with [and 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 and the privacy of electronic communications, including, but not limited to, the UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended.

14. Termination

1. This Agreement shall continue in force until the completion of the Project unless the Agreement is terminated in accordance with any of the provisions of this Clause.

2. Either Party shall be entitled to terminate this Agreement forthwith at any time by written notice to the other Party if any of the following occur:

1. the other Party commits a material breach of any of the terms of this Agreement (and if the breach is capable of remedy) fails to remedy the breach within 90 days of receipt of notice in writing to do so;
2. the other Party transfers all (or a substantial part) of its business;
3. the other Party becomes subject to an administration order;
4. a receiver or administrative receiver or similar is appointed over, or an encumbrancer takes possession of any of the other Party's property or assets;
5. the other Party enters into an arrangement or composition with its creditors, ceases or threatens to cease to carry on business, becomes insolvent, or ceases to be able to pay its debts as they fall due; or
6. control of the other Party is acquired by any person, or by connected persons, not having control of that other Party on the date of this Agreement. For this purpose, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.

3. Forthwith upon the termination of this Agreement, a profit and loss account shall be prepared as at the date of termination and the value of the interest of each Party in the Project as evidenced by such account shall be payable to each Party. If either Party does not agree with the profit and loss calculations, the matter will be referred to arbitration in accordance with Clause 23.

15. Force Majeure

Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the affected Party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 90 days, the Party not affected may terminate this Agreement by giving 7 days written notice to the affected Party.

16. Non-Competition

Each Party undertakes with the other Party that until whichever first occurs, either the expiry or termination of this Agreement, it will not, directly or indirectly, carry on or be interested in any business, venture or transaction that competes or would be in direct conflict with the Project or that competes with the business of the other Party.

17. Non-Solicitation

Each Party undertakes with the other Party that until whichever first occurs either the expiry or termination of this Agreement and for six months thereafter, it shall not, without the prior written consent of the other Party, solicit or entice away (either the Project Manager or) any officer, employee, agent or contractor of the other Party.

18. Confidentiality

1. Each Party undertakes with the other Party that it shall, at all times until whichever first occurs either the expiry or termination of this Agreement and for 6 months thereafter:

1. keep confidential all Confidential Information;
2. not disclose any Confidential Information to any other person;
3. not use any Confidential Information for any purpose other than for the purposes of, as contemplated by, and subject to the terms of, this Agreement;
4. not make any copies of, record in any way or part with possession of any Confidential Information; and
5. ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of this clause.

2. Either Party may disclose any Confidential Information to:

1. the Management Committee;
2. the Project Manager;
3. any sub-contractor or supplier of either Party;
4. any governmental or other authority or regulatory body; or
5. any employee or officer of that Party or of any of the aforementioned persons or bodies;

but only to such extent as is necessary for the purposes of and contemplated by this Agreement, or as required by law.

3. Either Party may use any Confidential Information for any purpose, or disclose it to any other party, where that Confidential Information is or becomes public knowledge through no fault of that Party.

4. The provisions of this Clause shall continue in force in accordance with their terms, notwithstanding the expiry or termination of this Agreement for any reason.

19. No Partnership or Agency

1. This Agreement shall not be construed so as to create a partnership between the Parties.

2. Nothing in the Agreement shall be construed so as to constitute either of the Parties the agent, employee or representative of the other Party.

20. Non-Assignment

This Agreement is personal to the Parties and neither Party may assign, mortgage, charge or sub-license any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder, except in accordance with the terms of this Agreement.

21. Notices

All notices to be given under this Agreement shall be in writing and shall either be delivered personally or sent by first class prepaid post or by email and shall be deemed duly served:

1. in the case of a notice delivered personally, at the time of delivery;
2. in the case of a notice sent by first class prepaid post, 2 Clear Business Days after the date of dispatch; or
3. in the case of email, if sent during normal business hours then at the time of sending, or if sent outside normal business hours then on the next following Business Day, provided that a confirmatory copy is sent by first class prepaid post or by hand by the end of the next Business Day.

22. Nature of Agreement

1. In relation to the Project, this Agreement supersedes all prior agreements, arrangements and undertakings between the Parties and it constitutes the entire agreement between the Parties and it may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

2. Each Party acknowledges that, in entering into this Agreement, it does not rely on any warranty or other provision except as expressly set out in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

3. Each Party confirms to the other Party that it has not entered into this Agreement on the basis of or in reliance on any representation that is not expressly incorporated into this Agreement but nothing in the Agreement is intended to or will limit or exclude either Party's liability for fraudulent misrepresentation made by the other Party.

4. No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

5. If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.

23. Arbitration and Disputes

Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be referred, if not settled amicably, to a person as agreed by the Parties. If no agreement is reached, the matter will then be referred to an arbitrator agreed by both parties for the time being of an outside neutral qualified person.

24. Applicable Law and Jurisdiction

1. This Agreement and any dispute, controversy, proceedings or claim between the parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

2. Subject to the provisions of Clause 23, each Party irrevocably agrees that any dispute, controversy, proceedings or claim between the parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the (non-exclusive) jurisdiction of the courts of England and Wales.