Affiliate Terms and Conditions

Parties

• ICM ENTERPRISES (UK) LIMITED incorporated and registered in England and Wales with company number 07080014 whose registered office is at The Bungalow Offices, Cwttir Lane, St. Asaph, Wales, LL17 0LQ (ICM)
• [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (Introducer)

BACKGROUND

• The Introducer has contact with Prospective Clients whom may be interested in purchasing services from tradespeople.
• ICM sells contact details of people who may be interested in purchasing services from tradespeople to Tradespeople giving them the opportunity to quote for trade work.
• ICM wishes to be introduced to more Prospective Clients, and is willing to pay the Introducer a commission on the terms of this agreement.
• The Introducer is willing to introduce Prospective Clients to ICM to sell on as Leads in return for commission as specified in this agreement.

Agreed terms

1. INTERPRETATION
   The following definitions and rules of interpretation apply in this agreement.
   1. Definitions
      
      • Affiliate Link
        a URL link to [https://www.myjobquote.co.uk/] with the applicable tracking ID of the Introducer.
      • API
        an application programming interface by which the parties can share information.
      • Business Day
        a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
      • Commission
        has the meaning given to it in clause 0.
      • Consent
        express consent from a Prospective Client to share their Contact Details with ICM and express agreement to ICM’s privacy policy in the form set out at https://www.myjobquote.co.uk/privacy-policy and terms and conditions in the form set out at https://www.myjobquote.co.uk/homeowner-terms-of-use
      • Contact Details
        first name, last name, email address, phone number, postcode, financial budget for trade work and Consent.
      • Iframe
        the ICM website within the Introducer’s website.
      • Introduction
        the provision to ICM of the Contact Details of a Prospective Client. Introduce, Introduces, and Introduced shall be interpreted accordingly.
      • Lead
        an opportunity to quote for trade work resulting from an Introduction.
      • Net Revenue
        being the payments made to ICM for each Serviced Lead less any value added tax or other sales tax on them, any out of pocket expenses incurred by ICM in providing the Lead to the Tradesperson and any discounts or rebates granted by ICM
      • Prospective Client
        a person who seeks a quote(s) for trade work.
      • Serviced Lead
        a Lead purchased by a Tradesperson from ICM.
      • Submitted Lead
        an Introduction by the Introducer to ICM.
      • Territory
        the United Kingdom.
      • Tradesperson
        a tradesperson who purchases Leads from ICM (and Tradespeople shall be construed accordingly).
   2. Person
      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.
   3. Amendments to statutes
      A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
   4. Subordinate legislation
      A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
   5. Writing
      A reference to writing or written excludes fax but includes e-mail.
   6. "Including"
      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.
   7. Clauses and schedules
      References to clauses and Schedules are to the clauses and Schedules of this agreement; references to paragraphs are to the paragraphs of the relevant Schedule.
2. INTRODUCTIONS
   1. Appointment
      ICM appoints the Introducer on a non-exclusive basis to obtain Contact Details of Prospective Clients for ICM in the Territory and to make Introductions of such persons on the terms of this agreement.
   2. Introductions
      • The Introducer shall provide the Contact Details of Prospective Clients to ICM via Affiliate Link, API or Iframe.
      • The Introducer shall obtain the Prospective Client’s Consent prior to making any Introduction.
      • The Introducer shall not send a Prospective Client’s Contact Details to ICM more than once, unless otherwise requested to do so by ICM.
      • The Introducer shall not incentivise (by way of competition, reward or otherwise) Prospective Clients to complete their Contact Details on its website or otherwise.
      • If the Introducer Introduces a Prospective Client to ICM, it must not introduce or provide their Contact Details to any other person.
      • The Introducer must provide ICM with the applicable tracking ID on making each Introduction.
      • ICM will accept Introductions in relation to those categories listed in your API Affiliate account with us.
   3. Duties of Introducer
      • Good faith. The Introducer shall not to allow its own interests to conflict with its duties under this agreement;
      • Compliance with instructions. The Introducer shall comply with all reasonable and lawful instructions of ICM.
   4. Limited scope of authority
      • No authority to bind . 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 ICM in any way, and shall not do any act which might reasonably create the impression that the Introducer is so authorised.
      • No authority to contract or negotiate. The Introducer shall not make or enter into any contracts or commitments or incur any liability for or on behalf of ICM.
   5. Marketing material
      The Introducer shall display on its website a “powered by MyJobQuote” image and/or text which has been approved in writing in advance by ICM. The Introducer shall not produce any other marketing material for ICM's services or use ICM's name, logo or trade marks on any other marketing material without the prior written consent of ICM.
   6. Limits on representations
      The Introducer shall not, without ICM's prior written consent, make or give any representations, warranties or other promises concerning ICM.
   7. Limits on Introductions
      The Introducer shall not Introduce more than [ ] Leads in any one [month].
   8. Consequential introductions
      Where a Prospective Client is Introduced by the Introducer and the Prospective Client then introduces ICM to a third party, the Introducer shall not, by virtue of such initial Introduction, be deemed to have Introduced any such third party to ICM.
   9. Returning Prospective Client
      ICM uses cookies (which expire after 30 days) to recognise Prospective Clients who were not successfully Introduced by the Introducer (“ Returning Prospective Client”). Notwithstanding clause 2.8, if ICM identifies a Returning Prospective Client who then completes their contact details direct with ICM, the Introducer will be deemed to have Introduced such Returning Prospective Client.
3. COMMISSION AND PAYMENT
   1. Commission entitlement
      The Introducer shall be entitled to Commission in respect of each [Serviced Lead / Submitted Lead] at the rate and subject to the conditions set out in Schedule 1.
   2. Commission entitlement.
      The Introducer shall be entitled to Commission in respect of each [Serviced Lead / Submitted Lead] at the rate and subject to the conditions set out in Schedule 1.
   3. Invoicing of Commission.
      The Introducer shall invoice ICM for the Commission payable in accordance with ICM's commission data submitted pursuant to Schedule 1, together with any applicable VAT. The due date for payment by ICM of such Commission shall be 30 days from date of receipt of invoice.
   4. VAT.
      All sums payable under this agreement are exclusive of value.
   5. Interest on late payments.
      If ICM fails to make any payment due to the Introducer under this agreement by the due date for payment, then ICM shall pay interest on the overdue amount at the rate of 1% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. ICM shall pay the interest together with the overdue amount.
   6. Disputes about Commission.
      If any dispute arises as to the amount of Commission payable by ICM to the Introducer, the same shall be referred to a firm of auditors (such auditors to be chosen by ICM) for settlement and their decision, save in the case of manifest error, shall be final and binding on both parties.
   7. Payment of expenses.
      ICM shall not be responsible for any expenses incurred by the Introducer.
   8. Freedom of ICM not to accept Introductions.
      Notwithstanding clause 2.2(g), ICM shall be under no obligation to accept any Introduction made by the Introducer.
   9. Pausing Introductions
      Upon receipt of written notice from ICM, the Introducer shall immediately cease to display the marketing material referred to in clause 2.6 and any other marketing material relating to “My Job Quote” or ICM and shall cease to make Introductions, until such further written notice that such activities may re-commence.
4. CONFIDENTIALITY
   1. Obligations of confidentiality.
      Each party undertakes that it shall not at any time during this agreement, and for a period of one year after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 4.2.
   2. Confidentiality exceptions.
      Each party may disclose the other party's confidential information:
      • 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 4; and
      • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
   3. Limited use of confidential information.
      No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.
   4. Return of documents and records
      All documents and other records (in whatever form) containing confidential information supplied to or acquired by the Introducer from ICM shall be returned promptly to ICM on termination of this agreement, and no copies shall be kept, whether digitally or otherwise.
5. COMPLIANCE
   1. Compliance
      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.
6. DATA PROTECTION
   1. Definitions
      
      Agreed Purposes
      Consent: the Prospective Client has given clear consent to process their personal data.
      Contract: the processing is necessary for a contract with the Prospective Client.
      
      
      • Controller, data controller, processor, data processor, data subject, personal data, processing and appropriate technical and organisational measures : as set out in the Data Protection Legislation in force at the time.
      • Data Protection Legislation
        • the Data Protection Act 1998, until the effective date of its repeal
        • the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, for so long as the GDPR is effective in the UK, and
        • any successor legislation to the Data Protection Act 1998 and the GDPR, in particular the Data Protection Bill 2017-2019, once it becomes law.
      • Permitted Recipients:
        The parties to this agreement, the employees of each party, the Tradespersons, any third parties engaged to perform obligations in connection with this agreement.
      • Shared Personal Data:
        the personal data to be shared between the parties under this agreement. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject:
      • First Name
      • Last Name
      • Email Address
      • Phone Number
      • Postcode
      • Financial Budget
      • Shared Personal Data. The provisions which follow out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that the Introducer (the Data Discloser) will regularly disclose to ICM (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes. The Data Discloser shall:
      • ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes;
      • give full information to any data subject whose personal data may be processed under this agreement of the nature such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to the Data Recipient, its successors and assigns;
      • process the Shared Personal Data only for the Agreed Purposes;
      • not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
      • ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Data Recipient, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
   2. Compliance:
      The Data Discloser shall comply with the Data Protection Legislation and agrees that any material breach of the Data Protection Legislation shall give grounds to the Data Recipient to terminate this agreement with immediate effect.
   3. Mutual assistance
      . The Data Discloser shall assist the Data Recipient in complying with all applicable requirements of the Data Protection Legislation. In particular, the Data Discloser shall:
      • consult with the Data Recipient about any notices given to data subjects in relation to the Shared Personal Data;
      • promptly inform the Data Recipient about the receipt of any data subject access request;
      • provide the Data Recipient with reasonable assistance in complying with any data subject access request;
      • not disclose or release any Shared Personal Data in response to a data subject access request without first consulting with and obtaining the consent of the Data Recipient.
      • assist the Data Recipient in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      • notify the Data Recipient without undue delay on becoming aware of any breach of the Data Protection Legislation;
      • at the written direction of the Data Recipient, delete Shared Personal Data and copies thereof;
      • use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
      • maintain complete and accurate records and information to demonstrate its compliance with this clause 6; and
      • provide the Data Recipient with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation.
   4. Indemnity
      The Introducer shall indemnify ICM against all claims and proceedings and all liability, loss, costs and expenses incurred by ICM as a result of any claim made or brought by a data subject or other legal person in respect of any loss, damage or distress caused to that party as a result of any breach of the Data Protection Legislation by the Introducer, its employees or agents, provided that ICM gives to the Introducer prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.
7. LIMITATION OF LIABILITY
   1. Unlimited liability.
      Nothing in this agreement shall limit or exclude the liability of either party for:
      • Unlimited liability. Nothing in this agreement shall limit or exclude the liability of either party for:
      • Death or personal injury. Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable).
      • Fraud . Fraud or fraudulent misrepresentation or wilful default.
      • Liability under indemnities. Liability under the indemnity contained in clause 6.4 (in respect of the Introducer only).
      • Unlawful liability restrictions. Any matter in respect of which it would be unlawful to exclude or restrict liability.
   2. Limitations of liability.
      Subject to clause 7.1 above:
      • Loss of profit, revenue, goodwill, or anticipated savings. ICM shall not under any circumstances whatsoever be liable to the Introducer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, revenue, goodwill, or anticipated savings.
      • Loss on termination and indirect loss. ICM shall not under any circumstances whatsoever be liable to the Introducer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
        • any loss arising out of the lawful termination of this agreement or any decision not to renew its term, or
        • any loss that is an indirect or secondary consequence of any act or omission of ICM.
      • Total cap. The total liability of ICM in respect of all other loss or damage arising under or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed [50% of the value of all fully paid up Submitted Leads / Serviced Leads] for the duration of this agreement.
8. COMMENCEMENT AND DURATION
   This agreement shall commence on the date when it has been signed by all the parties 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. TERMINATION
   
   1. Termination on notice 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:
      • 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 [3] days after being notified in writing to do so; or
      • 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
   2. Termination for breach of compliance obligations
      ICM may terminate this agreement on notice with immediate effect if the Introducer is in breach of any one of its obligations in clause 2, clause 3 or clause 6.
10. CONSEQUENCES OF TERMINATION
    1. Clauses to remain in force on termination. On termination of this agreement, the following clauses shall continue in force: clause 1, clause 3, clause 4 and clause 10 to clause 19 (inclusive).
    2. Accrued rights. 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 OR AGENCY
    1. No partnership or agency between the parties. 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, or authorise any party to make or enter into any commitments for or on behalf of any other party.
12. ENTIRE AGREEMENT
    1. Entire agreement.
       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.
    2. Fraud.
       Nothing in this clause shall limit or exclude any liability for fraud.
13. VARIATION
    No variation of this agreement shall be effective unless it is in writing (including by email).
14. ASSIGNMENT AND OTHER DEALINGS
    ICM may 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. The Introducer shall not 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.
15. NO AUTOMATIC WAIVER
    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 prevent or restrict the further exercise of that or any other right or remedy.
    2. 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. SEVERANCE
    1. Deemed modification or deletion.
       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.
    2. Obligation to negotiate compliance amendments.
       If 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. NOTICES
    1. Form of notices.
       Any notice or other communication given to a party under or in connection with this agreement shall be :
       • in writing and addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service or by commercial courier; or
       • sent by email to the email address specified in writing by each party.
    2. Deemed receipt of notices.
       A notice or other communication shall be deemed to have been received:
       • if delivered personally, when left at the address referred to in clause 17.1;
       • if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
       • if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed ;
       • if sent by email, 3pm on the day after transmission, or, if this is not a business day in the place of receipt, 3pm on the next business day. In this clause 17, business day means Monday to Friday on a day that is not a public holiday in the place of receipt.
    3. Exclusions from notice provisions
       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.
18. THIRD PARTY RIGHTS
    No on other than a party to this agreement 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.
20. JURISDICTION
    Each party irrevocably agrees that the courts of England 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 of it.