Better Fitness Terms and Conditions
Summary introduction agreement with Cambridge Sleep Sciences Ltd
1. Agreement is between Cambridge Sleep Sciences Ltd incorporated and registered in England and Wales with company number 12401790 whose registered office is at 115B Innovation Drive, Milton Park, Abingdon, Oxfordshire OX14 4RZ , and yourself.
2. This scheme is open to multiple individuals.
3. Upon submission of a completed sign up form and validation, you will be provided a unique code to be used by your clients.
4. The unique code will provide your clients with a £50 discount on the RRP of SleepHub - to be entered at the checkout www.sleephub.com
5. For each Client completing a qualifying purchase of a SleepHub using your unique code, you will receive a commission payment of £50 (net of VAT) within 28 days of the transaction date.
6. Details of the number of times your unique code has been used to purchase goods will be provided within 20 days of the qualifying purchase.
7. Payment will be made following receipt of a valid invoice using the purchase information provided by Cambridge Sleep Sciences Ltd.
8. This agreement does not constitute an intention to enter any of the following: partnership/agency or Employment contract.
Full introduction agreement with Cambridge Sleep Sciences Ltd
THIS AGREEMENT is between Cambridge Sleep Sciences Ltd incorporated and registered in England and Wales with company number 12401790 whose registered office is at 115B Innovation Drive, Milton Park, Abingdon, Oxfordshire OX14 4RZ (supplier), and yourself (Introducer).
The Introducer has a number of contacts/Clients, who may be interested in purchasing SleepHub (product) from the Supplier.
The Supplier wishes these clients to be introduced to the product, and is willing to pay the Introducer a commission on the terms of this agreement if such contacts purchase the product from the supplier and the Introducer is willing to effect these introductions in return for this commission.
The following definitions and rules of interpretation apply in this agreement.
Commencement Date: has the meaning given to it in clause 8.
Commission: has the meaning given to it in clause 5.2.
Introduction: the provision to the contact a specific code allowing purchase of the SleepHub at a discounted rate from the Suppliers website (www.sleephub.com)
Territory: the United Kingdom.
Qualifying purchase: Online purchase not returned to the supplier within 14 days of receipt of the product.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) [and that person's personal representatives, successors and permitted assigns].
1.3 A reference to writing or written includes fax and e-mail.
1.4 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2.1 The Supplier appoints the Introducer [on a non-exclusive basis] to identify Customers for the Product in the Territory and to make Introductions of such persons on the terms of this agreement.
2.2 The Introducer shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind the Supplier in any way, and shall not do any act which might reasonably create the impression that the Introducer is so authorised. The Introducer shall not make or enter into any contracts or commitments or incur any liability for or on behalf of the Supplier, including for the provision of the Product or the price for them, and shall not negotiate any terms for the provision of the Product with Prospective Customers.
2.3 The Introducer must disclose to each Prospective Client that it represents the Supplier and that it has no authority or ability to negotiate or vary the Services or the terms of the Services or enter into any contract on behalf of the Supplier.
2.4 The Introducer shall not produce any marketing material for the Supplier's services or use the Supplier's name, logo or trade marks on any marketing material for the Services without the prior written consent of the Supplier.
2.5 The Introducer shall not, without the Supplier's prior written consent, make or give any representations, warranties or other promises concerning the Services which are not contained in the Supplier's marketing material.
2.6 Where a Prospective Client is Introduced by the Introducer and the Prospective Client then introduces the Supplier to a third party who purchases Services from the Supplier, the Introducer shall not, by virtue of such initial Introduction, be deemed to have Introduced the third party to the Supplier.
3. COMPLIANCE WITH LAWS AND POLICIES
3.1 Each party shall at its own expense comply with all laws and regulations relating to its activities under this agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.
4. ANTI-BRIBERY COMPLIANCE
4.1 The Introducer shall:
(a) comply with all applicable laws, statutes, regulations [and codes] relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
(c) have and shall maintain in place throughout the term of this agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies [and clause 4.1(b)], and will enforce them where appropriate;
(d) promptly report to the Supplier any request or demand for any undue financial or other advantage of any kind received by the Introducer in connection with the performance of this agreement;
(e) immediately notify the Supplier [in writing] if a foreign public official becomes an officer or employee of the Introducer [or acquires a direct or indirect interest in the Introducer], and the Introducer warrants that it has no foreign public officials as [direct or indirect owners,] officers or employees at the date of this agreement.
4.2 The Introducer shall ensure that any person associated with the Introducer who is performing services [or providing goods] in connection with this agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Introducer in this clause 4 (Relevant Terms). The Introducer shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to the Supplier for any breach by such persons of any of the Relevant Terms.
4.3 For the purpose of this clause 4, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. [For the purpose of this clause 4, a person associated with the Introducer includes [but is not limited to] any agent, delegate or subcontractor of the Agent.]
5. COMMISSION AND PAYMENT
5.1 The Introducer shall be entitled to Commission if a Prospective Client introduced by the Introducer purchases a product and does not return within 14 days.
5.2 The amount of commission payable shall be £50 for each product purchased by a customer using the provided code.
5.3 The Supplier shall notify the Introducer within 20 days in writing of the following:
(a) the date it enters into a Relevant sale;
(b) the number of sales made; and
(c) number of returns received.
5.4 The Supplier shall within 20 days of which the Supplier received the corresponding payment for goods send to the Introducer a written statement setting out:
(a) the Commission payable to the Introducer;
(b) how the Commission has been calculated, including details of all deductions made in determining Net Income.
5.6 The Introducer shall invoice the Supplier for the Commission payable as per the Supplier's statement submitted pursuant to clause 5.5, together with any applicable VAT, in which case, notwithstanding clause 5.4 above, the due date for payment by the Supplier of such Commission shall be 14 days from date of invoice.
5.7 Commission shall be payable to the Introducer in pounds sterling.
5.8 All sums payable under this agreement:
(a) are exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question;
(b) shall be paid in full without any deductions (including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties) except where the payor is required by law to deduct withholding tax from sums payable to the payee. If the payor is required by law to deduct withholding tax, then the payor and the payee shall co-operate in all respects and take all reasonable steps necessary to: (i) lawfully avoid making any such deductions; or 7 (ii) enable the payee to obtain a tax credit in respect of the amount withheld.
5.9 If any dispute arises as to the amount of Commission payable by the Supplier to the Introducer, the same shall be referred to the Supplier's auditors for settlement and their decision, save in the case of manifest error, shall be final and binding on both parties.
5.10 No Commission or other compensation shall be payable where the Supplier contracts with a third party in the circumstances described in clause 2.9.
5.11 Termination of this agreement, howsoever arising, shall not affect the continuation in force of this clause 5 and the Supplier's obligation to pay Commission to the Introducer in accordance with it.
6. OBLIGATIONS OF THE SUPPLIER
6.1 The Supplier must at all material times act in good faith towards the Introducer.
6.2 The Supplier shall provide the Introducer at all material times with the information the Introducer reasonably requires to carry out its duties, including marketing information for and details of the Services, and information about the Supplier.
6.3 The Supplier shall inform the Introducer immediately if the Supplier suspends or ceases to provide the products.
6.4 The Supplier shall not be responsible for any costs incurred by the Introducer unless such costs have been agreed by the Supplier in writing, in advance.
7.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party [or of any member of the group of companies to which the other party belongs], except as permitted by clause 7.2.
7.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 7; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
7.3 No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.
7.4 All documents and other records (in whatever form) containing Confidential Information supplied to or acquired by the Introducer from the Supplier shall be returned promptly to the Supplier on termination of this agreement, and no copies shall be kept.
8. COMMENCEMENT AND DURATION
This agreement shall commence on the date when it has been signed by all the parties (completion of sign up form will constitute introducers agreement to these terms and conditions (Commencement Date) and shall continue, unless terminated earlier in accordance with clause 9, until either party gives to the other party 2 weeks written notice to terminate.
9.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified [in writing] to do so;
(c) [the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 OR (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 OR (being a partnership) has any partner to whom any of the foregoing apply;
(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) [other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party];
(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
(h) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) the other party (being an individual) is the subject of a bankruptcy petition or order;
(k) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
(l) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.1(d) to clause 8.1(k) (inclusive);
(m) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(n) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation; or
(o) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
9.2 The Supplier may terminate this agreement on notice with immediate effect if the Introducer is in breach of its compliance obligations in clause 3 and clause 4.
10. CONSEQUENCES OF TERMINATION
10.1 On termination of this agreement, the following clauses shall continue in force: clause 1, clause 5, clause 7 and clause 10 to clause 19 (inclusive).
10.2 Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
11. NO PARTNERSHIP/AGENCY OR EMPLOYMENT
11.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, be treated as an employment contract or authorise any party to make or enter into any commitments for or on behalf of any other party.
11.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
12. ENTIRE AGREEMENT
12.1 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.
12.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
12.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this agreement.
12.4 Nothing in this clause shall limit or exclude any liability for fraud.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14. 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 failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
16.2 If [one party gives notice to the other of the possibility that] any provision or part provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
17.1 Any notice [or other communication] given to a party under or in connection with this contract shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by fax to its main fax number.
17.2 Any notice [or communication] shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt [or at the time the notice is left at the proper address];
(b) if sent by pre-paid first-class post or other next Business Day delivery service, at [9.00 am] on the [second] Business Day after posting [or at the time recorded by the delivery service].
(c) if sent by fax, at 9.00 am on the next Business Day after transmission.
17.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. [For the purposes of this clause, "writing" shall not include e-mail.]
18. 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.
19. 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.
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). This agreement has been entered into on the date stated at the beginning.