Promoter Agreement

INTRODUCTION

These Terms and Conditions ("T&Cs") govern the relationship between ClozeSure Ltd. ("ClozeSure") and your business (the "Company") regarding the promotion of the ClozeSure Product to end customers ("Customers").

Capitalised terms shall have the meaning ascribed in Schedule 1 of this document.

1. APPOINTMENT
   1. ClozeSure appoints the Company as its non-exclusive promoter to introduce, promote and make Customers aware of the Product on the terms of this Agreement.
   2. During the Term, the Company shall not knowingly promote to Customers a directly competing post-exchange seller protection product in respect of the same property transaction, except with ClozeSure’s prior written consent. Nothing in this clause prevents the Company from complying with any pre-existing group, panel, professional, legal or regulatory obligation.
   3. Nothing in this Agreement shall require ClozeSure to render an Application a Successful Application or to enter into a Product Guarantee with any Customer.
   4. The Parties acknowledge that the Company is not authorised or required to sell, advise on, negotiate, arrange or enter into the Product Guarantee on behalf of ClozeSure. ClozeSure shall remain responsible for eligibility assessment, customer application processing, product contracting and provision of the Product Guarantee.
2. COMPANY’S ROLE
   1. The Company agrees that at all times during the Term it shall:
      1. use reasonable endeavours to make Customers aware of the Product where the Company considers it appropriate to do so, including by providing ClozeSure-approved information, links, scripts, FAQs or other Promotional Material;
      2. where reasonably practicable and subject to the Company’s usual brand, marketing, website and branch policies, display ClozeSure-approved links and Promotional Material through appropriate customer-facing channels;
      3. not materially amend, supplement or replace Promotional Material without ClozeSure’s prior written consent;
      4. refer Customer questions about eligibility, pricing, Product terms, exclusions, claims or complaints to ClozeSure unless the answer is contained in Promotional Material;
      5. be responsible for the cost of displaying or producing any Promotional Material not provided by ClozeSure, unless otherwise agreed in writing; and
      6. inform ClozeSure as soon as reasonably practicable of any developments that will, or are likely to, materially impact the Company’s ability to meet its obligations under this Agreement.
   2. The Company shall not:
      1. represent itself as an agent of ClozeSure for any purpose;
      2. make any representation or warranty on ClozeSure’s behalf;
      3. make any promise, guarantee or assurance about the Product beyond those contained in Promotional Material;
      4. advise a Customer whether to purchase, rely on or proceed with the Product; or
      5. otherwise incur any liability for or on behalf of ClozeSure.
   3. For the avoidance of doubt, the Company may explain in general terms that ClozeSure provides a post-exchange seller protection product, provided that such explanation is consistent with the Promotional Material.
3. CLOZESURE’S ROLE
   1. ClozeSure agrees that at all times during the Term it shall:
      1. provide the Product Guarantee to any Customer who has a Successful Application and enters into the Product Guarantee with ClozeSure;
      2. provide scripts, FAQs, website links and customer-facing Promotional Material setting out what the Company may say when introducing or promoting the Product;
      3. provide any information and support that may reasonably be requested by the Company to enable it to discharge its duties under this Agreement properly and efficiently;
      4. approve or reject any promotional or marketing material concerning the Product which is submitted by the Company within five (5) Business Days of receipt, acting reasonably;
      5. at the cost of ClozeSure, supply such quantities of Promotional Material, excluding Company-created material submitted under clause 3.1.4, as the Company shall reasonably request from time to time;
      6. be responsible for the accuracy of the Promotional Material and for the Product terms, eligibility criteria, Product Guarantee, customer application process and fulfilment of the Product; and
      7. handle all Customer queries, complaints and claims relating to the Product or Product Guarantee, subject to clause 11.
   2. ClozeSure may update, withdraw or replace any Promotional Material from time to time. The Company shall use reasonable endeavours to stop using withdrawn Promotional Material following notice from ClozeSure.
4. CONSIDERATION, COSTS AND EXPENSES
   1. In consideration for the Company promoting the Product to Customers, ClozeSure shall pay to the Company the Total Commission in accordance with the terms of this clause 4 and Schedule 2.
   2. Commission shall become payable only in respect of each Application that becomes a Successful Application and in respect of which ClozeSure has received the relevant Product fee, unless otherwise stated in Schedule 2.
   3. On or before the last day of each calendar month, ClozeSure shall:
      1. calculate the total Commission in respect of all Successful Applications completed during the immediately preceding calendar month (the "Total Commission"); and
      2. provide the Company with a monthly statement of Commissions (the "Commission Statement") that includes a breakdown of each Successful Application and the relevant Commission, together with the Total Commission due to the Company in respect of the immediately preceding calendar month.
   4. The Company may raise a good faith query in respect of any Commission Statement within twenty (20) Business Days of receipt, and the Parties shall cooperate to resolve any such query promptly.
   5. The Commission Statement shall, in the absence of obvious error or any good faith query raised under clause 4.4, be accepted by the Company as stating the Total Commission due to the Company under this Agreement.
   6. ClozeSure shall pay to the Company the Total Commission within ten (10) Business Days of providing the Commission Statement.
   7. Such Total Commission shall be payable by ClozeSure to the account notified in writing by the Company to ClozeSure.
   8. If ClozeSure has underpaid or overpaid the Total Commission to the Company, the Parties agree that ClozeSure shall reconcile such underpayment or overpayment in the immediately following Commission Statement and the resulting Total Commission payment.
   9. ClozeSure may not withhold payment of any Commission due to the Company because of any set-off, counter-claim, abatement or similar deduction.
5. COMPLIANCE WITH LAWS AND POLICIES
   1. Each Party shall at its own expense comply with all laws and regulations relating to its activities under this Agreement and with any conditions binding on it in any applicable licences, registrations, permits and approvals.
   2. Consistent with its general compliance obligations under clause 5.1, the Company shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010.
   3. The Company shall not be required to do anything under this Agreement which would cause it to breach any applicable law, regulation, professional rule, estate agency obligation, client duty, lender requirement or internal compliance policy.
   4. Each Party shall promptly notify the other if it becomes aware of any material compliance concern relating to the promotion or provision of the Product.
6. TRADEMARKS AND BRANDING
   1. The Company shall not use any trademarks, logos or other intellectual property of which ClozeSure or an affiliate is the registered or common law proprietor without ClozeSure’s prior written consent other than in accordance with the terms of this Agreement and the Promotional Material.
   2. The Company may use ClozeSure’s name and approved logo solely for the purpose of promoting the Product in accordance with this Agreement.
7. INDEMNITY
   1. The Company shall hold ClozeSure harmless and indemnify it in respect of any direct costs, claims, fines or other liabilities that may be incurred or suffered by ClozeSure as a result of the Company acting in material breach of its obligations under clause 2.2.
   2. ClozeSure shall be responsible for the accuracy of Promotional Material supplied by ClozeSure and for any direct costs, claims or liabilities arising from ClozeSure’s material breach of its obligations under clause 3.1.6 or clause 3.1.7.
   3. A Party seeking to rely on this clause 7 shall promptly notify the other Party of the relevant claim, shall not make any admission or settlement without the other Party’s prior written consent, and shall use reasonable endeavours to mitigate its loss.
8. COMMENCEMENT, DURATION AND TERMINATION
   1. This Agreement takes effect on the Commencement Date and shall continue unless terminated by either Party giving at least one month’s prior written notice.
   2. Notwithstanding clause 8.1 and without affecting any other rights or remedies to which it may be entitled, either Party may give notice in writing to the other terminating this Agreement immediately if:
      1. the other Party fails to pay any amount due under this Agreement on the due date for payment and remains in default for longer than the Cure Period;
      2. the other Party commits a breach of any material term of this Agreement and, if that breach is remediable, fails to remedy that breach within fifteen (15) Business Days;
      3. 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;
      4. the liquidation, dissolution, insolvency, receivership or administration of the other Party, or if the other Party enters into a provisional liquidation or a composition with creditors;
      5. the other Party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
      6. the other Party commits a material breach of its compliance obligations under clause 5 which is incapable of remedy or, if capable of remedy, is not remedied within the Cure Period.
9. CONSEQUENCES OF TERMINATION
   1. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect. In particular, the Parties shall continue to comply with the payment obligations set out in clause 4 in respect of any Application that was submitted prior to the Termination Date and later becomes a Successful Application.
   2. 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.
   3. On termination, the Company shall use reasonable endeavours to remove or cease using Promotional Material within a reasonable period, save for historic records retained for legal, compliance or audit purposes.
10. CONFIDENTIALITY
    1. Each Party undertakes that it shall not at any time disclose any Confidential Information to any person, except as provided by clause 10.2.
    2. The Receiving Party may disclose Confidential Information:
       1. as may be required by law, court order or any governmental or regulatory authority;
       2. to members of its Group, provided that it procures that any such member receiving the Confidential Information complies with the terms of this clause 10; and
       3. to its employees, officers, representatives or advisers who need to know such information for the purpose of carrying out the Receiving Party’s obligations under this Agreement, provided that in each case the disclosure or use is limited strictly to those parts of the Confidential Information which are required to be disclosed or used and the recipient is made aware of its confidential nature.
    3. The Receiving Party shall not use Confidential Information for any purpose other than to perform its obligations under this Agreement.
11. CUSTOMER QUERIES AND COMPLAINTS
    1. ClozeSure shall be responsible for handling all Customer queries, complaints and claims relating to the Product, the Product Guarantee, Product eligibility, Product pricing, Product terms, Product fulfilment or any decision to approve or reject an Application.
    2. The Company shall be responsible for handling Customer queries and complaints relating to its own estate agency services.
    3. Where the Company receives a Customer query or complaint relating to the Product, the Company shall refer the Customer to ClozeSure and shall not be required to respond substantively other than by reference to the Promotional Material.
    4. The Parties shall cooperate in good faith where a Customer query or complaint relates to both the Product and the Company’s own services.
12. DATA PROTECTION
    1. Each Party shall comply with all applicable data protection legislation in connection with this Agreement.
    2. Unless otherwise agreed in writing, each Party shall act as an independent controller in respect of any personal data it processes in connection with this Agreement.
    3. The Company shall not provide Customer personal data to ClozeSure unless it has a lawful basis to do so and has provided any required privacy information to the relevant Customer.
    4. Where practicable, Customers shall submit their own information directly to ClozeSure through the ClozeSure Website or online portal.
    5. Each Party shall be responsible for responding to data subject requests, regulatory enquiries and personal data breaches relating to its own processing activities, and the Parties shall provide reasonable assistance to each other where required by applicable data protection legislation.
13. LIMITATION OF LIABILITY
    1. Nothing in this Agreement shall limit or exclude either Party’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability which cannot lawfully be limited or excluded.
    2. Subject to clause 13.1, neither Party shall be liable to the other for any indirect, consequential or special loss, or for any loss of profit, loss of revenue, loss of goodwill or loss of anticipated savings.
    3. Subject to clause 13.1, each Party’s total aggregate liability arising out of or in connection with this Agreement shall not exceed the greater of £1,000,000 and the total Commission paid or payable under this Agreement in the twelve (12) months preceding the event giving rise to the claim.
    4. The liability cap in clause 13.3 shall not apply to liability arising under clause 10, clause 12 or any payment obligation under clause 4.
14. ENTIRE AGREEMENT
    1. This Agreement constitutes the entire Agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
15. VARIATION
    1. No amendment or variation of this Agreement shall be effective unless it is agreed in writing between the Parties.
16. 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 preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
17. SEVERANCE
    1. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted. Any such deletion shall not affect the validity and enforceability of the rest of this Agreement.
    2. If any provision or part-provision of this Agreement is deleted pursuant to clause 17.1, the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
18. NOTICES AND COMMUNICATIONS
    1. All notices and other communications in connection with this Agreement shall be made in writing and shall be transmitted by means of electronic communication to the following recipients:
       1. if to ClozeSure, via the ClozeSure online portal or to such email addresses as provided by ClozeSure;
       2. if to the Company, in accordance with the details provided during the registration process; or
       3. to such other recipients or addresses that have been notified from time to time by the relevant Party to the other Party in writing.
    2. Any notice under this clause 18 shall be deemed to have been received, if sent by email or any other electronic means, at the time of delivery if between 9.00am and 5.00pm on a Business Day, or the next Business Day if delivered outside these hours.
    3. This clause 18 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.
19. THIRD PARTY RIGHTS
    1. A person who is not a Party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This does not affect any right or remedy of a third Party which exists, or is available, apart from that Act.
20. NO PARTNERSHIP OR AGENCY
    1. Nothing in this Agreement and no action taken by the Parties under this Agreement shall create or constitute any partnership, association, agency relationship, joint venture or other co-operative entity between the Parties or any of their respective employees.
    2. Neither Party will represent itself as the partner or agent of the other nor do or unreasonably omit to do anything that could result in the other Party being construed as such.
21. COUNTERPARTS
    1. This Agreement may be executed in any number of counterparts, but shall not be effective until each Party has executed at least one counterpart.
    2. Each counterpart shall constitute an original of this Agreement, but all the counterparts shall together constitute the one Agreement.
22. RIGHTS AND REMEDIES
    1. The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
23. GOVERNING LAW AND JURISDICTION
    1. This Agreement and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, shall be governed by the laws of England and Wales.
    2. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement, including non-contractual disputes or claims.

SCHEDULE 1 - DEFINITIONS

SCHEDULE 2 - COMMISSION

Commission levels, options and treatments are outlined in the ClozeSure Promoter Area which you will be provided with access to following registration.