INTRODUCER AGREEMENT TERMS & CONDITIONS

1. INTERPRETATION

The following definitions and rules of interpretation apply in this agreement:

1.1 Introduction Period: For each Prospective Client, the twelve months from the Introduction Date.

1.2 Land Tax: SDLT (Stamp Duty Land Tax) by HMRC, LTT (Land Transaction Tax) by WRA, and LBTT (Land and Buildings Transaction Tax) by Revenue Scotland. Refers to any applicable land tax refund in England, Northern Ireland, Wales, and Scotland.

1.3 Business Day: A day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.

1.4 Client: A Prospective Client that has entered into a Relevant Contract.

1.5 Commencement Date: The date the agreement is signed by the Introducer.

1.6 Commission: As defined in clause 4.1.

1.7 Controller, Data Subject, Personal Data, and Technical and Organisational Measures: As defined in the UK Data Protection Legislation.

1.8 Sub-Introducer: An individual or entity introduced by the primary introducer to facilitate Introductions with the Principal.

1.9 Introduction: Supplying the Principal with contact information of an individual, pertinent business, or relevant individual in a business who has adequate seniority to authorise or endorse the procurement of Services from the Principal.

1.10 Attribution Method: Assigned to the last verifiable identifier of the Introducer immediately preceding the successful receipt of information about the sales lead.

1.11 Verifiable Identifier: May include a tracking code, identifiable name of the Introducer, or a coupon code used during registration.

1.12 Introduction Date: The date during the term of this agreement on which the Introducer first Introduces a Prospective Client to the Principal.

1.13 Computer System: Any electronic platform used by the Principal for recording and storing client details.

1.14 Net Income: Payments made to the Principal for the Services under a Relevant Contract less any value-added tax or other sales tax on them and any discounts or rebates granted by the Principal.

1.15 Prospective Client: A company to whom the Principal has not at any time previously provided the Services and with whom the Principal has not been in bona fide negotiations to provide the Services in the six months before the Introduction Date.

1.16 Relevant Contract: A contract for the supply of Services entered into during the Introduction Period between the Principal and a Prospective Client who was Introduced by the Introducer.

1.17 Services: As further described in Schedule B provided by the Principal.

1.18 Territory: The defined geographical area as described in Schedule C.

1.19 UK Data Protection Legislation: All applicable data protection and privacy legislation in force from time to time in the UK.

1.20 Structured Marketing Program: A coordinated and systematic approach to promoting and advertising services.

1.21 Principal: Stamp Duty Advice Bureau Ltd.

1.22 Reclaim: A reclaim for overpaid Stamp Duty Land Tax (SDLT) from HMRC, overpaid Land Transaction Tax (LTT) from the Welsh Revenue Authority, and overpaid Land and Buildings Transaction Tax from Revenue Scotland.

1.23 Warm Leads: Potential clients or customers introduced by the Introducer who have shown a clear and demonstrable interest in the Services offered by the Principal.

1.24 Activated Leads: Potential clients or customers introduced by the Introducer who have progressed beyond the initial interest stage and have taken concrete steps towards engaging with the Services offered by the Principal.

1.25 Actively Marketing Introducers: Refers to Introducers who engage in continuous and organized marketing efforts, such as advertising campaigns, direct marketing, and online promotions, and other lead generation activities with the goal of acquiring new clients for the Principal. These Introducers may be subject to territorial restrictions or exclusivity rights as detailed in this agreement.

2. GENERAL INTERPRETATIONS

2.1 Headings: Clause headings shall not affect the interpretation of this agreement.

2.2 Person: Includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

2.3 Schedules: Form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

2.4 Company: Includes any company, corporation, or other body corporate, wherever and however incorporated or established.

2.5 Holding Company, Subsidiary: As defined in section 1159 of the Companies Act.

2.6 Singular and Plural: Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

2.7 Gender: Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

2.8 Legislative References and Subordinate Legislation: Includes all subordinate legislation made from time to time under that legislation or legislative provision.

2.9 Writing: Includes fax and e-mail.

2.10 “Including”: Shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.

2.11 Clauses and Schedules: References to clauses and Schedules are to the clauses and Schedules of this agreement.

3. INTRODUCTIONS

3.1 Appointment: The Principal engages the Introducer to identify and refer Potential Clients and facilitate Introductions in accordance with this agreement.

3.2 Duties of the Introducer:

(a) Good Faith: Serve the Principal faithfully and diligently, ensuring that its interests do not conflict with its duties under this agreement.

(b) Introductions: Use best endeavours to make Introductions of Prospective Clients.

(c) Compliance with Instructions: Comply with all reasonable and lawful instructions of the Principal.

3.3 Limited Scope of Authority:

(a) No Authority to Bind: The Introducer shall not bind the Principal in any way.

(b) No Authority to Contract or Negotiate: The Introducer shall not make or enter into any contracts or commitments for the Principal.

3.4 Obligation to Disclose Limits on Authority: Must disclose to each Prospective Client that it is an introduction agent of the Principal with no authority to negotiate or vary terms.

3.5 Marketing Material: The Introducer shall not produce any marketing material without prior written consent.

3.6 Limits on Representations: Shall not make any representations, warranties, or promises concerning the Services without prior written consent.

4. COMMISSION AND PAYMENT

4.1 Commission Entitlement: The Introducer is entitled to commission for cases referred by a client they introduced, provided the client enters into a contract with the Principal, as specified in Schedule A.

4.2 Duty on Principal to Disclose Commission Data: Promptly notify the Introducer in writing of the date it enters into a Relevant Contract, the payments due, and the commission payable.

4.3 Commission Statement: Within 30 days of the end of the month in which the Principal received payment for Services, send a written statement of Commission payable.

4.4 Invoicing of Commission: The Introducer shall invoice the Principal for Commission payable as per the statement, including VAT. Payment is due within 14 days of receipt of the invoice.

4.5 Currency of Commission: Payable in pounds sterling.

4.6 Taxes: All sums are exclusive of VAT or other sales tax, and shall be paid in full without deductions unless required by law.

4.7 Interest on Late Payments: Late payments incur interest charges as specified in the standard payments policy.

4.8 Accounts and Records: The Principal shall keep records of all Relevant Contracts, payments received, and deductions made in the calculation of Net Income.

4.9 Disputes About Commission: Referred to the Principal’s auditors for settlement, their decision is final and binding.

4.10 Exclusions from Commission: No Commission payable where the Principal contracts with a third party as described in clause 3.3.

4.11 Continuing Obligation to Pay Commission: Termination does not affect the obligation to pay Commission in accordance with this clause.

4.12 Repayment of Commission Due to Land Tax Claims: If a Land Tax refund repayment is demanded, the Introducer must return all commission fees received for that specific client introduction.

5. OBLIGATIONS OF THE PRINCIPAL

5.1 Good Faith: Act in good faith towards the Introducer.

5.2 Provision of Information: Provide necessary information to perform duties.

5.3 Notices of Suspension or Cessation of Services: Inform the Introducer immediately of any suspension or cessation of Services.

5.4 Payment of Expenses: Not responsible for any expenses incurred unless agreed upon in writing.

5.5 Freedom Not to Pursue Introductions: No obligation to follow up on Introductions or enter into a Relevant Contract.

6. CONFIDENTIALITY

6.1 Obligations of Confidentiality: No disclosure of confidential information except as permitted by clause 6.2.

6.2 Confidentiality Exceptions: Disclosure allowed to employees, officers, representatives, or advisers needing to know for carrying out obligations, or as required by law.

6.3 Limited Use of Confidential Information: Use only for performing obligations under this agreement.

6.4 Return of Documents and Records: Return all documents containing confidential information upon termination, with no copies kept.

7. COMPLIANCE

7.1 Compliance: Each party shall comply with all relevant laws and regulations.

8. ANTI-BRIBERY

8.1 Anti-Bribery Compliance by Introducer:

(a) Compliance with Bribery Act 2010: Comply with all relevant anti-bribery and anti-corruption laws.

(b) Introducer’s Policies and Procedures: Maintain adequate procedures to ensure compliance.

(c) Reporting Obligation: Report any undue financial or other advantage requests.

8.2 Ensuring Compliance from Associated Persons: Ensure associated persons comply with anti-bribery terms.

8.3 Definitions: Defined as per the Bribery Act 2010.

9. DATA PROTECTION

9.1 Independent Controllers: Both parties are independent controllers of personal data and must comply with UK Data Protection Legislation.

9.2 Obligations of the Introducer:

(a) Notices and Consents: Ensure necessary notices, consents, and lawful bases are in place.

(b) Full Information to Data Subjects: Provide data subjects with full information regarding data processing.

(c) Technical and Organisational Measures: Protect personal data from damage.

9.3 Mutual Assistance: Assist in complying with data protection requirements.

10. LIMITATION OF LIABILITY

10.1 Unlimited Liability: No exclusion or limitation for liability regarding death, personal injury, fraud, or fraudulent misrepresentation.

10.2 Limitations of Liability: The total liability of the Principal (Stamp Duty Advice Bureau Ltd) under this agreement in respect of each individual claim referred by the Introducer, whether arising in contract, tort (including negligence), or otherwise, shall be limited to the greater of:
(a) an amount equal to 125% of the fees payable to the Principal in respect of that particular claim; or
b) £1,000.
The Principal shall have no liability for any indirect, special, or consequential losses, including but not limited to loss of profit, revenue, goodwill, or anticipated savings.

10.3 No Limitations in Respect of Deliberate Default: Limitations do not apply to deliberate default.

10.4 No Liability for Claims Not Notified Within Three Months: Notification required within three months for liability to apply.

11. INDEMNITY PROCEDURE

11.1 Obligations on Indemnity Beneficiary: Notify the Indemnifier of any claims, provide access to information, and take reasonable action to avoid, dispute, compromise, or defend the claim.

12. COMMENCEMENT AND DURATION

This agreement commences on the Commencement Date and continues until either party gives one month’s written notice to terminate. Immediate termination by mutual agreement is allowed.

13. TERMINATION

13.1 Termination on Notice: This agreement may be terminated with immediate effect by written notice if the other party fails to pay any amount due under this agreement, commits a material breach of its obligations, suspends payment, or if any of the following insolvency-related events occur:
(a) The other party files for bankruptcy or is declared bankrupt.
(b) A receiver, administrator, or similar officer is appointed over the whole or any part of the other party’s assets or business.
(c) The other party enters into a composition, compromise, or voluntary arrangement with its creditors.
(d) The other party passes a resolution for winding up (other than for the purpose of a solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect.
(e) Insolvency proceedings are commenced against the other party.
(f) The other party ceases or threatens to cease to carry on all or a substantial part of its business.
(g) The other party makes an assignment for the benefit of its creditors or other similar arrangements.
(h) Any event occurs, or proceedings are taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned above.

13.2 Termination for Breach of Compliance Obligations: Immediate effect if the Introducer breaches compliance obligations.

14. CONSEQUENCES OF TERMINATION

14.1 Clauses to Remain in Force: Clauses 1, 3, 5, and 14 to 23 continue in force.

14.2 Accrued Rights: Termination does not affect accrued rights and obligations.

13.3 Termination by Mutual Agreement: The contract may be terminated with immediate effect by mutual agreement in writing.

15. NON-COMPETE

15.1 For 12 months after termination, both parties mutually agree not to solicit clients or employ each other’s employees in a competing business.

15.2 The Introducer agrees that they will not process Land Tax claims within their own business or through any internal resources during the term of this agreement and for 12 months thereafter, to avoid competing with the Principal.

16. NO PARTNERSHIP OR AGENCY

16.1 No Partnership or Agency: Agreement does not establish any partnership or joint venture.

16.2 No Agency on Behalf of Third Party: Each party acts on its own behalf.

17. ENTIRE AGREEMENT

17.1 Entire Agreement: Constitutes the entire agreement, superseding all previous agreements.

17.2 Fraud: Does not limit or exclude liability for fraud.

18. VARIATION

No variation effective unless in writing and signed by the parties.

19. ASSIGNMENT AND OTHER DEALINGS

Agreement is personal; no assignment or other dealings without consent.

20. NO AUTOMATIC WAIVER

20.1 No Waiver of Rights: No waiver of any right or remedy unless explicitly stated.

20.2 Partial Exercise: Partial exercise of a right does not restrict further exercise.

21. SEVERANCE

21.1 Modification or Deletion: Invalid provisions are modified or deleted to remain enforceable.

21.2 Obligation to Amend: Parties shall amend invalid provisions to achieve the intended result.

22. NOTICES

22.1 Form of Notices: In writing, addressed to the registered office or specified address, delivered personally, by post, courier, or email.

22.2 Deemed Receipt: Deemed received when delivered, on the second Business Day after posting, or one Business Day after email transmission.

22.3 Exclusions: Does not apply to service of legal proceedings.

23. THIRD PARTY RIGHTS

No third party has the right to enforce any terms.

24. GOVERNING LAW AND JURISDICTION

Governing law is the law of England and Wales, with exclusive jurisdiction to the courts of England and Wales.

SCHEDULE A: COMMISSION

A.1 The commission payable to the Introducer will be calculated as a percentage of the total service fees generated from the introductions made by the Introducer, specifically for the Services provided by the Principal.

A.2 If the Introducer introduces Warm Leads to the Principal, a commission of {{IntroducerCommission}} will be payable to the Introducer.
A.3 If the Introducer introduces Activated Leads to the Principal, a commission of {{IntroducerCommissionActivatedLead}} will be payable to the Introducer.
A.4 If the Introducer introduces sub-introducers who subsequently introduce Warm Leads or Activated Leads to the Principal, the Introducer may be eligible for an additional commission. The amount and terms of this commission will be subject to mutual agreement between the Introducer and the Principal.
A.5 In the event that an Introducer has personal properties they wish to reclaim, the introducer commission shall be deducted from the standard fee payable to the Principal.
A.6 If an Introducer has been introduced by another Introducer, the primary Introducer (the one who made the initial introduction) shall not be entitled to any introducer fees.

SCHEDULE B: SERVICES

Services refer to advice or the administration and facilitation of a refund of Land Tax on behalf of an individual or entity.

SCHEDULE C: TERRITORY

The territory shall include all geographic regions. Introducers may introduce clients from any territory on an ad hoc basis without restriction. However, Actively Marketing Introducers may be subject to certain restrictions or exclusivity arrangements in specific territories, as agreed upon separately. {{IntroducerTerritory}}

SCHEDULE D: OTHER COMMENTS

Other Comments: {{IntroducerOtherComments}}.