| THIS AGREEMENT is made DATE |
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| BETWEEN: |
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| (A) | Fortress Group UK Ltd, a company incorporated in England and Wales under registration number 05041905, the registered office of which is at Fortress House, Skyliner Way, Bury St Edmunds, IP32 7YA ("FGUL"); |
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| and |
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| (B) | XXCOMPANYXX the office of which is at XCOMPANY ADDRESSX ("XXCOMPANYXX") |
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| (collectively the "Parties" and individually a "Party"). |
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| INTRODUCTION |
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| (A) | FGUL provides short term loans to consumers, repayable on their next payday hereafter referred to as a "short term loan". |
| (B) | XXCOMPANYXX wishes to introduce potential customers to FGUL. |
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| THE PARTIES AGREE AS FOLLOWS: |
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| 1.1 | The term of this agreement is no less than 3 months from the date of this agreement and shall remain in force until one of the Parties serves written notice to the other Party to terminate this agreement. The notice period will be 1 month. |
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| 2. XXCOMPANYXX obligations |
| 2.1 | XXCOMPANYXX shall promote FGUL and its short term loans using only content provided or approved by FGUL. |
| 2.2 | XXCOMPANYXX shall use banners and URL's to direct potential applicants to the FGUL application page.
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| 2.3 | On acceptance of a lead (as described in Clause 5.2), FGUL shall have unencumbered title to the data and XXCOMPANYXX shall be prohibited from marketing products which may be deemed in competition to a short term loan to that lead. |
| 2.4 | If an application is made from an introduction by XXCOMPANYXX but does not become an accepted lead (as described in Clause 5.2), then this data becomes the property of FGUL and may be used in future marketing campaigns. Any loans made from subsequent applications to an applicant introduced by XXCOMPANYXX, whether previously lent to or not, will not be subject to commission payable by FGUL to XXCOMPANYXX. |
| 2.5 | XXCOMPANYXX shall not be entitled to enter into legal transactions involving commitments with any prospective customers on behalf of FGUL. |
| 2.6 | FGUL reserves the right to request changes to the XXCOMPANYXX's Cost per Click search engine strategy related to the terms of this agreement. XXCOMPANYXX agrees to comply with any such request within 5 working days. |
| 2.7 | XXCOMPANYXX is fully responsible for the compliance of data capture, marketing and data use from its sites. FGUL bears no responsibility for any non-compliant use, marketing or sales resulting from introductions from XXCOMPANYXX. Any liability rising from XXCOMPANYXX's non-compliance with laws regarding the marketing of loans or data capture rests solely with XXCOMPANYXX. |
| 2.8 | FGUL reserves the right not to accept a site into the Affiliate Program based on site content. Sites that do not qualify include, but are not limited to: Pornographic and sexually explicit content, Violent content, Discrimination content based on race, sex, religion, nationality or disability, Content promoting illegal activities, Content violating intellectual property rights |
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| 3. FGUL Obligations |
| 3.1 | FGUL is fully responsible for the compliance of data security, data marketing and data use of any data provided by XXCOMPANYXX. |
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| 4. Commission |
| 4.1 | FGUL shall pay XXCOMPANYXX a commission for business introduced directly by XXCOMPANYXX calculated according to Schedule 1 attached. |
| 4.2 | Commissions levels may be changed by FGUL at any time, without reason, by the giving of 1 months written notice.. |
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| 5. Payments |
| 5.1 | FGUL shall pay the appropriate commission to XXCOMPANYXX on a monthly basis for the previous month's accepted leads. Payments will be made in the first 7 working days following the beginning of a new calendar month. |
| 5.2 | For the avoidance of doubt, an accepted lead is one which meets all of the following basic criteria: |
| (a) | The applicant is not already a customer of FGUL and their details are not stored in the FGUL database; and |
| (b) | As a result of the application a loan is made on that application and funds are deposited into the applicant's bank account within 7 days of the introduction. |
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| 6. Termination |
| 6.1 | Each Party may terminate this agreement immediately by giving written notice to the other Party if: |
| (a) | the other party commits a material breach of any of the terms and conditions set out in this agreement; or |
| (b) | the other Party convenes a meeting of its creditors or if a proposal is made for a voluntary arrangement or becomes subject to an administration order or has a receiver, manager or administrative receiver appointed over its assets or (being an individual) shall become bankrupt or (being a company) shall have a winding-up order made against it or shall go into liquidation. |
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| 7. Assignment |
| 7.1 | Save as expressly provided in this clause 8, neither Party shall assign, novate or otherwise dispose of this agreement without the previous consent in writing of the other Party (such consent not to be unreasonably withheld or delayed). |
| 7.2 | FGUL shall be entitled to assign this agreement where such assignment is made in connection with the sale or other transfer of substantially all of FGUL's equity or business assets. |
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| 8. General |
| 8.1 | Any notice which a party is required or authorised to serve on the other shall be sufficiently served if it is in writing and sent to the other Party's address set out in this Agreement: (a) by hand; (b) by registered or recorded post; or (c) by facsimile. Notices sent by registered or recorded post shall be deemed to be received within 3 Business Days following the date of posting. Notices sent by facsimile shall be deemed to be received on the day of transmission if sent before 4.00 p.m. on a working day but otherwise at 10.00 a.m. on the next working day. |
| 8.2 | Nothing in this agreement shall create a partnership or joint venture between the parties and save as expressly provided in this Agreement, neither Party shall enter into or have authority to enter into any engagement or make any representation or warranty on behalf of or pledge the credit of or otherwise bind or oblige the other Party. |
| 8.3 | No purported variation of this agreement shall be effective unless it is in writing and signed by or on behalf of each of the Parties. |
| 8.4 | The failure of a Party to insist upon strict compliance with any term of provision of this agreement on any occasion shall not be construed as a waiver with regard to any subsequent failure to comply with such term or provision. No provision of this agreement shall be waived except by a written instrument signed by the Party charged with the waiver. |
| 8.5 | If any provision of this agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this agreement had been executed with the invalid illegal or unenforceable provision eliminated. In the event of a holding of invalidity so fundamental as to prevent the accomplishment of the purpose of this agreement, the Parties shall immediately commence good faith negotiations to remedy such invalidity. |
| 8.6 | The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no third party shall be entitled to enforce the rights set out herein. |
| 8.7 | This agreement may be executed in any number of counterparts and by the Parties on separate counterparts, but shall not be effective until each Party has executed at least one counterpart. Each counterpart, when executed, shall be an original of this agreement and all counterparts shall together constitute one instrument. |
| 8.8 | This agreement together with any documents, manuals and appendices referred to in it constitutes the entire agreement of the Parties with respect to its subject matter and supersedes all non-fraudulent prior representations, warranties, arrangements and agreements between them relating to it. Neither Party shall be entitled to rely on any non-fraudulent representation, warranty, arrangement or agreement which is not expressly contained in this agreement. If any part of this agreement is held to be invalid, unlawful or unenforceable it shall be severed from the remainder which shall continue to be valid and enforceable to the fullest extent permitted by law. |
| 8.9 | This agreement shall be governed by the laws of England and Wales and the Parties submit to the exclusive jurisdiction of the English Courts. |
| 8.10 | All amounts paid and or received by each Party under this Agreement shall be deemed inclusive of VAT, unless specifically agreed otherwise. FGUL shall not be liable for any retrospective claims for any VAT or similar taxes for payments made or received by each Party which are subsequently deemed to have been subject to VAT where VAT had not been charged or agreed at the time such payment was made. |
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| IN WITNESS WHEREOF the Parties have signed by their duly authorised representatives on the date identified below: |
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| Fortress Group UK Ltd | | XXCOMPANYXX |
| By (signature): | | By (signature): |
| Name | | Name: |
| Title: | | Title: |
| Date: | | Date: |
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| SCHEDULE ONE - COMMISSION RATES |
| Loans per month | Commission per loan |
| 1+ | £ |
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| We, the undersigned agree that commission will be payable at the rates agreed in Schedule One, subject to the terms of the Agreement between the parties of even date herewith: |
| Fortress Group UK Ltd | | XXCOMPANYXX |
| By (signature): | | By (signature): |
| Name | | Name: |
| Title: | | Title: |
| Date: | | Date: |
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| SCHEDULE TWO - DATA USEAGE |
| 1 | Data Responsibilities |
| 1.1 | Acquisition of Data |
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XXCOMPANYXX confirms that:
| a) | It owns the title to the data provided for marketing and other agreed purposes and that by providing the data to FGUL it does not infringe any third party rights to the data |
| b) | The data was acquired in a manner compliant with the Data Protection Act 1998 |
| c) | Where applicable the data subjects have given the required permission to receive marketing information |
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| 1.2 | Management of Data |
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FGUL confirms that it will store the data in a manner compliant with the Data Protection Act 1998 |
| We, the undersigned agree the terms of Schedule Two subject to the terms of the Agreement between the parties of even date herewith: |
| Fortress Group UK Ltd | | XXCOMPANYXX |
| By (signature): | | By (signature): |
| Name | | Name: |
| Title: | | Title: |
| Date: | | Date: |
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