Referral Terms and Conditions
1) FE INTERNATIONAL Ltd., (Reg. No. 07526350) of registered address One Canada Square, Level 10, Canary Wharf, London, E14 5AB, United Kingdom (the “Business Broker”) and
2) AGENT, defined as any agreeing party to receive a referral fee in exchange for sending potential clients to the Business Broker, subject to the terms and conditions set forth below.
A) The Agent may from time to time refer potential clients to the Business Broker for a referral fee.
B) The Business Broker has agreed to pay the Agent a referral fee, subject to separate individual email communications and the terms and conditions set forth in this Agreement.
1 REFERRAL FEE
1.1 The Business Broker shall pay the Agent a referral fee (“referral fee”) calculated as ten percent (10.0%) of the net value of the upfront commission paid to the Business Broker as a direct result of any referral made by the Agent within the last twelve (12) months. Net value shall include sales tax, value added tax, postage and packaging, insurance, extraordinary marketing costs, referrals, refunds and payments not honored by the referred client or a financial institution. Subsequent sales of goods or services to the referred client shall not be subject to a referral fee.
1.2 Upon reconciliation of referral fees due, the Agent shall issue an invoice to the Business Broker and payment shall be effected within ninety (90) days of submission of said invoice.
1.3 The Business Broker retains the right to withhold the referral fee in the event of any disputes from the buyer within ninety (90) days of an acquisition closing.
2 PLACEMENT OF ADVERTISEMENTS
2.1 Placement of advertisements and referral methods for the Business Broker are at the sole discretion of the Agent. However, in order to solicit sales, the Agents shall not make promises or issue any warranty either expressed or implied pertaining to the goods or services offered by the Business Broker unless authorised in writing by the Business Broker to do so.
2.2 It is expressly understood that this Referral Agreement does not grant the Agent any right of use or interest in the Business Broker’s trademarks or any other intellectual property rights.
3 RELATIONSHIP BETWEEN PARTIES
The relationship between the parties shall at all times be that of independent contractors. No employment, partnership or joint venture relationship is formed by this Referral Agreement and at no time may the Agent position itself as affiliated to the Business Broker, except as an independent referrer. In view of this independent relationship the Agent shall not enter into any agreements on behalf of the Business Broker, shall make no warranty either expressed or implied on behalf of the Business Broker and shall not incur any expenses on behalf of the Business Broker.
This Referral Agreement does not grant exclusive rights to the Agent to act as referrer on behalf of the Business Broker and the Agent shall have no rights under any other agreements entered into by the Business Broker with other Agents.
5 NON DISCLOSURE
The Agent agrees not to disclose any confidential information pertaining to the Business Broker’s goods or services nor that of prospective or existing clients to any third party. The Agent may conduct private follow-up enquiries with its referred clients to seek and/or confirm acquisition terms.
Either party may terminate this Referral Agreement at any time by giving the other party ten (10) days prior written notice. Upon termination by either party all outstanding referral fees due to the Agent at that time shall be settled subject to clause 1 of this Agreement.
Each party shall indemnify, defend and hold the other party (and any other relation to the other party) harmless against any and all claims of whatsoever nature arising from misrepresentation, default, misconduct, failure to perform or any other act related to this Agreement.
Each Party shall bear its own costs and expenses (including legal fees) in relation to the preparation and execution of this Referral Agreement.
9 ENTIRE AGREEMENT
This Referral Agreement constitutes the whole agreement between the parties and any alteration must be in writing and signed by both parties.
10 GOVERNING LAW
This Referral Agreement and any non-contractual obligations arising out of or in connection with it is governed by English law.
11.1.1 The courts of England and Wales have exclusive jurisdiction to settle any dispute arising out of or in connection with this Referral Agreement (including a dispute relating to the existence, validity or termination of this Referral Agreement or any non-contractual obligation arising out of or in connection with this Referral Agreement) (a “Dispute”).
11.1.2 The parties agree that the courts of England and Wales are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.
11.1.3 This Clause 10 is for the benefit of the Business Broker only. As a result, the Business Broker shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Business Broker may take concurrent proceedings in any number of jurisdictions.