Terms & Conditions
INTRODUCTION
These Terms and Conditions ("T&Cs") govern the relationship between ClozeSure Ltd. ("ClozeSure") and your business ("the Company") regarding the promotion of the ClozeSure Product to end customers ("Customers").
Capitalised terms shall have the meaning ascribed in Schedule 1 of this document.
1. APPOINTMENT
1.1 ClozeSure appoints the Company as its non-exclusive promoter to market and distribute the Product to Customers on the terms of this Agreement.
1.2 The Company warrants that ClozeSure shall be the exclusive provider of products which are materially similar to the Product and it, or any member of its Group, shall not market, distribute or manufacture any products or services which compete with the Product.
1.3 Nothing in this Agreement shall require ClozeSure to render an Application a Successful Application nor to enter into the Product Guarantee with any Customer.
2. COMPANY’S ROLE
2.1 The Company agrees that at all times during the Term it shall:
2.1.1 act in good faith and shall seek to market and distribute the Product to all potential Customers, both in accordance with this Agreement and all reasonable directions and instructions given to it by ClozeSure, to maximise the introduction of Customers to ClozeSure;
2.1.2 display a link to the ClozeSure Website on the Company’s website and display any Promotional Material in the Company’s Customer-facing offices;
2.1.3 not use any promotional or marketing materials other than the Promotional Material;
2.1.4 be responsible for the cost of displaying or producing any Promotional Material not provided by ClozeSure; and
2.1.5 inform ClozeSure as soon as practicable of any developments that will, or are likely to, materially impact the Company’s ability to meet its obligations under this Agreement.
2.2 The Company shall not:
2.2.1 represent itself as an agent of ClozeSure for any purpose;
2.2.2 make any representation or warranty on ClozeSure's behalf;
2.2.3 make any promises or guarantees about the Product beyond those contained in any Promotional Material; or
2.2.4 otherwise incur any liability for or on behalf of ClozeSure.
3. CLOZESURE’S ROLE
3.1 ClozeSure agrees that at all times during the Term it shall:
3.1.1 provide the Product Guarantee to any Customers who have a Successful Application;
3.1.2 provide any information and support that may reasonably be requested by the Company to enable it to discharge its duties under this Agreement properly and efficiently;
3.1.3 approve or reject any promotional or marketing material concerning the Product which is submitted by the Company within 28 days of receipt; and
3.1.4 at the cost of ClozeSure, supply such quantities of Promotional Material (excluding Promotional Material falling within clause 3.1.3) to the Company, as the Company shall reasonably request from time to time.
4. CONSIDERATION, COSTS AND EXPENSES
4.1 In consideration for the Company promoting and marketing the Product to Customers, ClozeSure shall pay to the Company the Total Commission in accordance with the terms of this clause 4.
4.2 On or before the last day of each calendar month, ClozeSure shall:
4.2.1 calculate the total Commission in respect of all [Successful] Applications completed during the immediately preceding calendar month (the “Total Commission”); and
4.2.2 provide the Company with a monthly statement of Commissions (the “Commission Statement”) that includes:
(a) a breakdown of each [Successful] Application and the relevant Commission in respect of each during the immediately preceding calendar month; and
(b) the Total Commission due to the Company in respect of the immediately preceding calendar month.
4.3 The Commission Statement shall, in the absence of obvious error, be accepted by the Company as stating the Total Commission due to the Company under this Agreement.
4.4 ClozeSure shall pay to the Company the Total Commission within ten (10) Business Days of providing the Commission Statement.
4.5 Such Total Commission shall be payable by ClozeSure to the account notified in writing by the Company to ClozeSure.
4.6 If ClozeSure has underpaid or overpaid the Total Commission to the Company, the Parties agree that ClozeSure shall reconcile such underpayment or overpayment in the immediately following Commission Statement and the resulting Total Commission payment.]
4.7 ClozeSure may not withhold payment of any Commission due to the Company because of any set-off, counter-claim, abatement or similar deduction.
5. COMPLIANCE WITH LAWS AND POLICIES
5.1 Each Party shall at its own expense comply with all laws and regulations relating to its activities under this Agreement and with any conditions binding on it in any applicable licences, registrations, permits and approvals.
5.2 Consistent with its general compliance obligations under clause 5.1 the Company shall 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.
6. TRADEMARKS
6.1 The Company shall not use any trademarks, logos or other intellectual property of which ClozeSure or an affiliate is the registered or common law proprietor without ClozeSure’s prior written consent other than in accordance with the terms of this Agreement.
7. INDEMNITY
7.1 The Company shall hold ClozeSure harmless and indemnify them in respect of any costs, claims, fines or other liabilities that may be incurred or suffered by ClozeSure as a result of the Company acting in breach of its obligations under clause 2.2.
8. COMMENCEMENT, DURATION AND TERMINATION
8.1 This Agreement takes effect on the Commencement Date and shall, subject to clause 8.2, continue for an initial term of one (1) year after which it shall automatically renew for an additional one (1) year term on each anniversary of the Commencement Date until terminated by either Party giving at least one month's prior written notice.
8.2 Notwithstanding clause 8.1 and without affecting any other rights or remedies to which it may be entitled, either Party may give notice in writing to the other terminating this Agreement immediately if:
8.2.1 the other Party fails to pay any amount due under this Agreement on the due date for payment and remains in default for longer than the Cure Period;
8.2.2 the other Party commits a breach of any material term of this Agreement and (if that breach is remediable) fails to remedy that breach within fifteen (15) Business Days;
8.2.3 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;
8.2.4 the liquidation, dissolution, insolvency, receivership or administration of the other Party, or if the other Party enters into a provisional liquidation or a composition with creditors;
8.2.5 the other Party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
8.2.6 either Party is in breach of its compliance obligations under clause 5.
9. CONSEQUENCES OF TERMINATION
9.1 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect. In particular, the Parties shall continue to comply with the payment obligations set out in clause 4 in respect of any Application that was submitted prior to the Termination Date.
9.2 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.
10. CONFIDENTIALITY
10.1 Each Party undertakes that it shall not at any time disclose any Confidential Information to any person, except as provided by clause 10.2.
10.2 The Receiving Party may disclose Confidential Information:
10.2.1 as may be required by law, court order or any governmental or regulatory authority;
10.2.2 to members of its Group, provided that it procures that any such member receiving the Confidential Information complies with the terms of this clause 10; and
10.2.3 to its employees, officers, representatives or advisers who need to know such information for the purpose of carrying out the Receiving Party's obligations under this Agreement, provided that in each case:
(a) the disclosure or use is limited strictly to those parts of the Confidential Information which are required to be disclosed or used; and
(b) the Receiving Party shall ensure the recipient of such Confidential Information is made aware of its confidential nature and the Receiving Party’s obligations pursuant to this clause 10.
10.3 The Receiving Party shall not use Confidential Information for any purpose other than to perform its obligations under this Agreement.
11. ENTIRE AGREEMENT
11.1 This Agreement constitutes the entire Agreement between the parties and supersedes and extinguishes all previous drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
12. VARIATION
12.1 No amendment or variation of this Agreement shall be effective unless it is agreed in writing between the Parties.
13. WAIVER
13.1 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 preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
14. SEVERANCE
14.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted. Any such deletion shall not affect the validity and enforceability of the rest of this Agreement.
14.2 If any provision or part-provision of this Agreement is deleted pursuant to clause 14.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
15. NOTICES AND COMMUNICATIONS
15.1 All notices and other communications in connection with this Agreement shall be made in writing and shall be transmitted by means of electronic communication to the following recipients:
15.1.1 If to ClozeSure, via the ClozeSure online portal or to such email addresses as provided by ClozeSure;
15.1.2 If to the Company, in accordance with the details set out in Schedule 2; or
15.1.3 To such other recipients or addresses that have been notified from time to time by the relevant Party to the other Party in writing.
15.2 Any notice under this clause 15 shall be deemed to have been received, if sent by email or any other electronic means, at the time of delivery if between 9.00am and 5.00pm on a Business Day, or the next Business Day if delivered outside these hours.
15.3 This clause 15 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.
16. THIRD PARTY RIGHTS
16.1 A person who is not a Party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This does not affect any right or remedy of a third Party which exists, or is available, apart from that Act.
17. NO PARTNERSHIP OR AGENCY
17.1 Nothing in this Agreement and no action taken by the Parties under this Agreement shall create or constitute any partnership, association, agency relationship, joint venture or other co-operative entity between the Parties or any of their respective employees.
17.2 Neither Party will represent itself as the partner or agent of the other nor do or unreasonably omit to do anything that could result in the other Party being construed as such.
18. COUNTERPARTS
18.1 This Agreement may be executed in any number of counterparts, but shall not be effective until each Party has executed at least one counterpart.
18.2 Each counterpart shall constitute an original of this Agreement, but all the counterparts shall together constitute the one Agreement.
19. RIGHTS AND REMEDIES
19.1 The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
20. GOVERNING LAW AND JURISDICTION
20.1 This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by the laws of England and Wales.
20.2 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 (including non-contractual disputes or claims).
SCHEDULE 1
Definitions and Interpretation
1. In this Agreement, except where set forth otherwise, the following terms shall have the following meanings:
“Application” means the completion and submission of an application for the Product, as hosted on the ClozeSure Website by, or on behalf of, a Customer.
“Business Day” means a day other than a Saturday or Sunday on which banks in London are open for business.
“ClozeSure” means ClozeSure Ltd, incorporated and registered in Jersey with company number 144834 whose registered office is at 31 Century Buildings, Esplanade, St. Helier, Jersey, JE2 3AD.
“ClozeSure Website” means www.clozesure..com/.
“Commission” means commission at a rate agreed as a percentage of the Customer Fee for each purchase by the Customer.
“Commission Statement” has the meaning given in clause 4.
“Company” is the name of the business enetering into the agreement.
“Confidential Information” means all information and/or material disclosed (whether in writing, orally or by another means and whether directly or indirectly) by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) whether before or after the date of this Agreement including, without limitation, information relating to the Disclosing Party’s products, clients, operations, processes, plans or intentions, product information, know-how, design rights, trade secrets, market opportunities and business affairs (whether or not such information is expressly stated to be confidential or marked as such), in each case, excluding such information that:
(a) is at the date of this Agreement in, or at any time after the date of this Agreement comes into, the public domain other than through breach of this agreement by the Receiving Party or a recipient under clauses 10.2.2 or 10.2.3;
(b) can be shown, to the Disclosing Party's reasonable satisfaction, to have been known by the Receiving Party before disclosure by the Disclosing Party to the Receiving Party; or
(c) subsequently comes lawfully into the possession of the Receiving Party from another.
“Customer” means a customer, or prospective customer, of the Company who is a natural person, or persons, selling, or considering selling, UK residential property.
“Customer Fee” means the fee payable by, or on behalf of, a Customer to ClozeSure in consideration for the Product pursuant to the Product Guarantee.
“Cure Period” means, in respect of:
(a) ClozeSure, 15 Business Days; and
(b) the Company, 30 Business Days,
in each case, after receiving notice from the other Party to remedy the relevant breach or default as described in this Agreement.
“Group” means in relation to a company, that company, any subsidiary or holding company, at the date of this Agreement, of that company, and any subsidiary, at the date of this Agreement of a holding company of that company.
“Party” means ClozeSure or the Company (collectively, the “Parties”)
“Product” means the ClozeSure purchase guarantee product marketed and distributed to Customers under this Agreement, pursuant to which, subject to a Successful Application, ClozeSure grants the Customer the option to require ClozeSure to procure the purchase of the Customer’s property in accordance with the terms and conditions that are set out in the Product Guarantee.
“Product Guarantee” means the terms and conditions applicable to the Product as set out here: https://clozesure,com/terms-and-conditions/.
“Purchase” means the purchase of a Product by the Customer, which shall take place only following a Successful Application and the receipt by ClozeSure of the full Customer Fee.
“Promotional Material” means (i) promotional material prepared by ClozeSure and provided to the Company for onward distribution to Customers, and (ii) any promotional or marketing material produced by the Company provided it has received prior approval from ClozeSure in writing pursuant to clause 3.1.3.
“Successful Application” means an Application which is accepted by ClozeSure.
“Term” means the term of this Agreement, as determined in accordance with clause 8.
“Territory” means England and Wales.
“Termination Date” means the date on which termination takes effect in accordance with clause 8.1 or 8.2 as applicable.
“Total Commission” has the meaning set given in clause 4.
2. Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors or permitted assigns.
4. All Schedules forms part of the Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to the Agreement includes the Schedules.
5. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
6. Words in the singular shall include the plural and vice versa.
7. A reference to any party shall include that party’s personal representatives, successors or permitted assigns.
8. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
9. A reference to writing or written includes email or other electronic communication.
10. References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant Schedule.
11. 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.
12. A reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference to this Agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time.
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