TERMS AND CONDITIONS FOR AFFINITY PARTNER REFERRAL SCHEME
PURPOSE: Urban Wimax will provide certain benefits to Affinity Partner, as that term is defined on the Urban Wimax Website, following the connection of a new customer to an Urban Wimax service, to the extent that such customer was introduced to Urban Wimax by the Affinity Partner in accordance with these Terms and Conditions (each an "Introduction").
NOW IT IS HEREBY AGREED as follows:
1. INTRODUCTION
1.1 Acceptance on behalf of the Affinity Partner of these Terms and Conditions shall create a contract between the Affinity Partner and Urban Wimax subject to these Terms and Conditions (the "Agreement").
1.2 The Affinity Partner acknowledges that the terms of this Agreement do not amend or change the terms of any other agreement, which the Affinity Partner may have entered into with Urban Wimax.
2. PROVIDING INTRODUCTIONS
2.1 Where the Affinity Partner seeks to make a prospective Introduction to Urban Wimax, the Affinity Partner shall make available the following details of the prospective Introduction:
a) its address and
b) the name of a contact with telephone number and email address.
2.2 The Affinity Partner will be advised from time to time of the means by which such introductions are to be provided to Urban Wimax, which normally shall be via the Urban Wimax Affinity Partner online portal. The details of each prospective Introduction will be verified to ascertain whether the prospective Introduction can receive the Urban Wimax service. If the outcome of this investigation is positive, the prospective Introduction will be entered to the Company's sales tracking systems for prospective allocation within the Urban Wimax sales team.
2.3 Following receipt of details of the prospective Introduction, the Urban Wimax sales team may attempt to enter into an agreement for Urban Wimax services with such prospective Introduction under Urban Wimax's standard terms and conditions for service, but shall be under no obligation to approach the prospective Introduction whatsoever.
2.4 In the event that there is an agreement signed between Urban Wimax and the prospective Introduction for the provision of Urban Wimax services for a minimum period of 12 months and such service has been successfully installed to the satisfaction of the prospective Introduction, Urban Wimax will render a benefit to the Affinity Partner as set out in Clause 3 below (a "Benefit").
3. THE BENEFIT TO THE AFFINITY PARTNER
3.1 Urban Wimax will make a single payment of £350 for each Introduction. Urban Wimax will prepare a "Self Billing Invoice" on behalf of the Affinity Partner in the calendar month following successful installation and make payment by BACS within 7 working days. The Affinity Partner must supply its VAT number to Urban Wimax separately for this purpose if the Affinity Partner is obliged to charge VAT on the Benefit, together with details of its bank account details to receive payment by BACS.
3.2 The Affinity Partner shall be responsible for any income or other taxes due in respect of or arising out of the Benefit, other than VAT on the service provided by the Affinity Partner as identified in Clause 3.1 above.
4. LIMITATION OF LIABILITY
4.1 Other than the obligation to pay the Benefit for a successful Introduction and to comply with the terms of Clause 6 below, Urban Wimax shall no other liability to the Affinity Partner in contract, tort or otherwise including any liability for negligence or for breach of statutory duty pursuant to the operation of this Agreement. Without prejudice to the generality of the foregoing, Urban Wimax shall not be liable for:
(a) any loss of revenue, business, contracts, anticipated savings, or profits; or
(b) any indirect or consequential loss;
howsoever arising and whether or not Urban Wimax was advised of the possibility of such losses. The restrictions on liability in this Clause 4 shall apply whatever the cause of action, whether in contract, tort (including negligence), statutory duty, strict liability or otherwise.
5. AFFINITY PARTNER REPRESENTATIONS
The person accepting compliance on behalf of the Affinity Partner with these Terms and Conditions represents and warrants on behalf of the Affinity Partner as follows:
(a) that they have the authority to agree to enter into this Agreement;
(b) that the Affinity Partner has the authority to disclose to Urban Wimax the details of any prospective Introduction made hereunder; and
(c) that the Affinity Partner shall not and shall not cause any other person to make any statements about Urban Wimax or the Urban Wimax services, which is not either set out in Urban Wimax's standard service documentation or its website, or has been otherwise authorised in writing by Urban Wimax to the Affinity Partner.
The Affinity Partner agrees to indemnify Urban Wimax in full for any breach of these representations and warranties.
6. CONFIDENTIAL INFORMATION AND DATA PROTECTION: Urban Wimax shall ensure that the details of any prospective Introduction made by the Affinity Partner shall be used only for the purposes reasonably anticipated by this Agreement and shall not be used for any other purposes.
7. AGREEMENT TERM AND TERMINATION: This Agreement shall come into effect immediately upon acceptance by the Affinity Partner of these Terms and Conditions and may be terminated in writing by either party at any time except that such termination shall be without prejudice to the rights and obligations of either party accrued prior to such termination, including but not limited to the obligation on the Affinity Partner to honour any extension to the minimum term of services provided by Urban Wimax to such Affinity Partner, which have been agreed as a result of the operation of this Agreement.
8. RELATIONSHIP: The Affinity Partner acknowledges that this Agreement is intended to create the relationship of independent contractors and:
(a) nothing in this Agreement constitutes a relationship of employer and employee, principal and agent, partnership or joint venture between Urban Wimax and the Affinity Partner; and
(b) the Affinity Partner has no right to bind Urban Wimax in contract or otherwise at law.
9. SEVERABILITY: Part or all of any Clause of this Agreement that is illegal or unenforceable will be severed from this Agreement and will not affect the continued operation of the remaining provisions of this Agreement.
10. GOVERNING LAW: This Agreement is governed by and construed in accordance with English law, and the parties hereby submit to the exclusive jurisdiction of the English courts.
