ANNEXE 1 – TERMS AND CONDITIONS
1. INTERPRETATION
1.1 Where the context permits or requires, the defined terms below shall be interpreted as follows:
a. “Definition of a Referral” A referral is a qualified and ‘warm’ introduction to the decision-maker of a business. The decision maker will be fully aware of why they are being contacted and must be fully aware of the Referrer. As long as the Referred Prospect meets the definition of a Referral as stated above, the Referral Partner will benefit from 3 months of exclusivity on that Prospect. As long as Lead Forensics has sold its services to the referred prospect within three months of the referral, the Referral Partner will benefit from the commission.
b. “Brand Guidelines” means a set of rules defined by Lead Forensics on how a Referral Partner should present Lead Forensics to ensure consistency across all platforms and communications.
c. “DP Laws” means, to the extent applicable to the activities or obligations of the parties under or pursuant to this Agreement, which shall include the EU GDPR, the UK GDPR, and the Data Protection Act 2018. Including without limitation, as applicable, the California Consumer Privacy Act of 2018, (“CCPA”), the Virginia Consumer Data Protection Act (from and after January 1, 2023) (the “VCDPA”), the Colorado Privacy Act (from and after July 1, 2023) (the “CoPA”), Washington My Health My Data Act (as effective), the European Union General Data Protection Regulation, (EU) 2016/679 (“GDPR”), the UK General Data Protection Regulation (“UK GDPR”), Canada’s Personal Data Protection and Electronic Documents Act (“PIPEDA”), all state and local laws requiring notice of breaches involving Personal Data and any and all orders, rules and regulations promulgated under any of the foregoing, all as the same have been amended and may be amended in the future.
d. “IPRS” means all copyrights and related rights, patents rights to inventions, utility models trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights (including any database rights), topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
e. “Confidential Information” means any information disclosed by or relating to a party, including information arising during the term of this Agreement; information about a party’s business affairs; information about a party’s operations, products or trade secrets; information about a party’s technology (including any know-how and source code) and any derivatives of any part of any of them and which (i) is marked or identified as confidential; or (ii) would be regarded as confidential by a reasonable business person;
f. “Referral Partner” means a person or business that refers and connects potential clients or customers to Lead Forensics in exchange for an incentive or mutual benefit.
g. “Referred Prospect” means a potential client or customer who is introduced to Lead Forensics by a Referral Partner.
2. INVOICE AND PAYMENTS
2.1 Lead Forensics will issue a commission statement to the Referral Partner within 30 days at the end of each calendar month following payment by customer to Lead Forensics. Commission payments to the Referral Partner as outlined in this agreement within 30 days of receiving a valid invoice.
2.2 The Referral Partner must submit a valid invoice to Lead Forensics within 6 months of the statement date as outlined on the monthly statement generated. In the event an invoice is submitted outside of this window, all commission payments for this period will be void. All invoices submitted to Lead Forensics must reference a statement generated by Lead Forensics’ CRM; otherwise, they will be rejected and not payable to the Referral Partner.
2.3 All Referral Partners are responsible for ensuring they receive and process Lead Forensics statements. It is the Referral Partner’s responsibility to monitor the email account they have requested for all email correspondence. If they wish to change this email account, they may do so by emailing [email protected].
3. RIGHTS
3.1 Lead Forensics shall remain the owner of all IPRS in the Services and any documentation. Lead Forensics does not grant the Referral Partner any IPRS in respect of the Services or any related content or materials unless expressly provided in this Agreement.
3.2 The Referral Partner will not copy, translate, adapt or modify any of Lead Forensics’ product, code or analytics, which shall remain the property of Lead Forensics absolutely at all times. The Referral Partner hereby agrees to keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature which are the property of Lead Forensics but which have been disclosed to you by Lead Forensics and will not provide access to the Lead Forensics portal to any third party. The Referral Partner may not develop (or instruct a third party to develop) a service that may reasonably be deemed to be competitive with the Services.
3.3 Where applicable, the Referral Partner acknowledges and agrees that it will notify Lead Forensics before issuing a tracking code to a Prospect. All tracking codes are issued in agreement with Lead Forensics. Lead Forensics reserves the right to object to any tracking codes issued by the Referral Partner.
3.4 For the avoidance of doubt, all materials, processes, initiatives, data systems or software, code, specifications, designs, database rights, and rights in designs or inventions shall belong to Lead Forensics absolutely.
4. CONFIDENTIALITY
4.1 Each party will only use Confidential Information for the sole purposes of enjoying its rights and complying with its obligations under this Agreement. Each party will keep all Confidential Information strictly confidential and not disclose any part of any Confidential Information.
4.2 The obligations of confidentiality in this clause 4 will not apply to Confidential Information to the extent that it:
4.2.1 Is in the public domain (other than as a result of a breach of this clause 4 or any a third party’s breach of a duty of confidentiality owed in respect of that Confidential Information);
4.2.2 It is already in the receiving party’s possession (other than as a result of a third party’s breach of a duty of confidentiality owed in respect of that Confidential Information);
4.2.3 Is required to be disclosed by law or an order of a court of competent jurisdiction.
4.3 The obligations of confidentiality under this clause 4 will continue beyond the Term until such time as the information enters the public domain other than through the fault of the receiving party.
5. DATA PROTECTION
5.1 Tracking code:
5.1.1 The Referral Partner is responsible for data protection compliance with DP Laws regarding their use of the product, the data, or portions thereof during the trial period.
5.1.2 The Referral Partner is responsible for ensuring that all applicable compliance and regulatory requirements in accordance with all applicable DP Laws are in place between all the relevant Parties. The Referral Partner serves as the Data Processor, the Referred Prospect is the Data Controller, and the Company (Lead Forensics) acts as the sub-processor.
5.1.3 The Referral Partner is solely responsible for ensuring that the tracking code is removed from the Referred Prospects website if the trial does not progress.
5.2 Post-Trial:
5.2.1 The Referral Partner shall hand over the Referred Prospect to Lead Forensics to pursue the sale. Upon the successful negotiation of the sale process, the Referred Prospect shall enter into direct commercial terms with Lead Forensics, which shall include Data Processing Agreement (DPA) terms.
5.2.2 Lead Forensics serves as the Data Processor, and the Referred Prospect shall serve as the Data Controller. The Referral Partner shall have no further role between the Parties, unless the Referred Prospect/Data Controller instructs Lead Forensics to provide access to the Referral Partner. It is expected that the Referral Partner will have their own terms in place with the Rederred Prospect/Data Controller, as appropriate.
6. TERM AND TERMINATION
6.1 The Initial term is for 12 months from the commencement date. At the end of the Initial Term, the Agreement shall automatically renew for successive periods each of a duration equal to the Initial Term.
6.2 Lead Forensics may terminate this Agreement by providing the Referral Partner with at least 30 days’ prior written notice.
6.3 Lead Forensics may terminate this Agreement immediately by giving written notice if:
6.3.1 The Referral Partner is in material breach of this Agreement, and if remediable, fails to remedy such breach within 30 days of a written request to do so; or
6.3.2 The Referral Partner ceases trading (or threatens to cease trading); is subject to an order for winding up; has an administrator or liquidator appointed (or such appointment is entitled or is requested in good faith); is the subject of a bankruptcy petition or order; becomes insolvent; is incapable of paying its debts as they fall due; makes any arrangement with its creditors for the payment of its debts.
6.3.3 In the event that the Referral Partner changes ownership or control, whether through merger, acquisition, sale of all or substantially all its assets, or any other transaction resulting in a change in the controlling interest of the Referral Partner.
7. WARRANTIES
7.1 During the Term, each of the Parties warrants to the other that:
7.1.1 It has full power and authority to enter into this Agreement and that it holds all licences and approvals necessary for the performance of its obligations under this Agreement; and
7.1.2 It will perform its obligations under this Agreement in accordance with all applicable laws and using reasonable skill and care.
7.2 Except as expressly provided in this section 9, the Services, their use and the results of such use are provided “as is” to the fullest extent permitted by law, and Lead Forensics makes no representations or warranties of any kind, whether express or implied (either in fact or by operation of law), with respect to the Services provided pursuant to this Agreement. Lead Forensics expressly disclaims all other warranties or conditions, including without limitation, warranties of merchantability or fitness for a particular purpose, all warranties arising from conduct, course of dealing or custom of trade, and all warranties of title and non-infringement.
8. LIABILITY
8.1 Except with respect to liability arising from death or personal injury caused by a party, or the fraud, fraudulent misrepresentation or fraudulent misstatements of a party, (a) neither party will be liable to the other for loss of profits, business, goodwill, anticipated savings, goods, contract, use or data, or for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses, and (b) the total liability of Lead Forensics to the Referral Partner whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Agreement will be limited to the total monies actually received by Lead Forensics from the Referral Partner under this Agreement.
8.2 The Referral Partner shall defend, indemnify and hold harmless Lead Forensics against all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Referral Partner’s and any Authorised User’s indirect, incidental, or consequential damages arising out of related to this Agreement and/or Documentation, provided that:
8.2.1 The Referral Partner is given prompt notice of any such claim;
8.2.2 The Supplier provides reasonable co-operation to the Referral Partner in the defence and settlement of such claim, at the Referral Partner’s expense; and
8.2.3 The Referral Partner is given sole authority to defend or settle the claim.
9. REFERRAL PROCESS
9.1 The Referral Partner shall identify and refer potential customers (“Referred Prospect”) to the Company via email.
9.2 The referral is valid only if:
9.2.1 The Referred Prospect is neither an existing customer nor an active lead of the Company.
9.2.2 Lead Forensics retains sole discretion to accept or reject any Referred Prospect.
9.2.3 The Referral Partner shall ensure it has acquired the Referred Prospect without breach of any contract or regulatory requirement to which the Referral Partner is legally bound, including employment, Non-Disclosure Agreements, and ‘do not contact’/unsubscribe lists.
10. GENERAL
10.1 Lead Forensics may make amendments to this Agreement from time to time, provided that such amendments are notified to the Referral Partner in writing (“Amendment Notice”). Unless the Referral Partner notifies Lead Forensics in writing within 21 days of the date of the Amendment Notice that the Referral Partner does not accept such changes, the proposed changes will be deemed accepted by the Referral Partner. For the purposes of this clause, “in writing” shall be via email to the Referral Partner’s notifications email address as stated in this order form. It is the Referral Partner’s responsibility to monitor this email account. If they wish to change this email account, they may do so by emailing [email protected]. No other representations or conversations form part of this contract.
10.2 The Referral Partner will adhere to the Brand Guidelines provided by Lead Forensics. If the Referral Partner wishes to carry out activity outside of the Brand Guidelines, they must do so by first consulting their Referral Partner Account Manager and Referral Partner Marketing Executive for approval. Failure to do so may result in the termination of the Partnership Agreement by Lead Forensics.
10.3 The Referral Partner is forbidden to recruit any of the Lead Forensics employees within 12 months of the end of this agreement. The Referral Partner is also forbidden from employing any services of Lead Forensics’ employees or former employees within 12 months of the end of this agreement, even if such services are available indirectly through Lead Forensics.
10.4 Nothing in this document shall be deemed to make Lead Forensics a servant, agent, employee of the Referral Partner and, accordingly, Lead Forensics shall not be liable for any liability, loss (including consequential loss), damage, claim, delay, suit or expense of any nature imposed upon, incurred by or asserted against the Referral Partner.
10.5 The Referral Partner shall not assign, transfer, charge, license or otherwise dispose of or deal in this Agreement or any contractual rights or obligations under this Agreement, without the prior written consent of Lead Forensics.
10.6 The Referral Partner is an independent contractor and not an employee, agent, or legal representative of the Company. Referrer has no authority to bind the Company.
10.7 This Agreement is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999.
10.8 This Agreement will be governed by and construed in accordance with the laws of England and Wales. The courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.
ANNEXE 2 – NATURE OF PARTNERSHIP
Lead Forensics Partnership Program
Partners will refer Prospects to Lead Forensics, who will then present and sell the service while keeping the Partner informed at every stage. As part of the 12-month partnership agreement, each Partner is expected to provide at least one opportunity ready for a Lead Forensics demonstration.
Partner Benefits
Partners receive:
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- An agreed commission on payments from initial contracts secured through referrals
- accredited Partner status for 12 months
- A dedicated Partnership Development Manager
- Lead Forensics marketing materials to share with clients
- Accreditation to display the Lead Forensics logo on the company website and marketing materials
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Partner Commitment
To maintain partnership status, Lead Forensics requires:
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- A minimum 12-month commitment to the Accredited Partner Program
- At least one qualified opportunity within each 12-month period to remain a partner
- Development of a 12-month partnership plan
- Ongoing Reviews of new and ongoing client opportunities
- Appointment of a Lead Forensics ‘Champion’ within the partner company
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- Service Provided to Partner Clients
Lead Forensics ensures a full level of service for referred clients, including:
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- Provision of a unique tracking code for the client’s website and login credentials
- Comprehensive user training
- Access to Lead Forensics’ reporting suite with full functionality
- Unlimited support, including optimisation training
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