PARTNER AGREEMENT BETWEEN: (1) ( the Partner ) or ( the Affiliate ) (2) RBH LONDON LTD t/a FreePriceCompare.com whose registered office is at 29 Pershore close, London, IG2 6RR. ( the Company ) BACKGROUND: (A) RBH LONDON LTD t/a FreePriceCompare.com provide comparison service for home energy, telephone, broadband & TV and many other products through the FreePriceCompare Website. (B) The Affiliate wishes to introduce clients to RBH LONDON LTD t/a FreePriceCompare.com for which RBH LONDON LTD t/a FreePriceCompare.com will pay the Commission. IT IS AGREED AS FOLLOWS: 1 DEFINITIONS AND INTERPRETATION Definitions 1.1 In this Agreement unless the context otherwise requires the following words and expressions shall bear the following meanings:- Partner (or Affiliate) Web Site(s) means the site(s) developed by the Partner / Affiliate on the graphic portion of the Internet known as the World Wide Web; Company Web Site means the site developed by the Company on the graphic portion of the Internet known as the World Wide Web; Company Content means a comparison and application facility for Mortgages, Loans, Credit Cards, Insurance, Savings & Current Accounts. Also other areas as and when these new channels are live; Partner (or Affiliate) pages means the pages situated within the Partner / Affiliate web site(s);
Co-branded pages means pages containing Company Content in the look and Product Providers means any companies which reside inside the Company Content either now or at any time during the term of this agreement, that Company have a commercial relationship with; Commencement Date means the date on which this agreement becomes unconditional in all respects; Intellectual Property means the Company s or Partner s / Affiliate sown creativity and innovation properties; Brand Bidding means bidding via search marketing on a financial provider s Brand & Branding terms; Unique User means an individual customer which is defined by their name, address & IP address (which is used to identify the source of the user); Unique Apply Click means an apply click submitted by a Unique User; Interpretations 1.2 In this Agreement, unless the context otherwise requires: 1.2.1 Words denoting the singular number shall include the plural and vice versa. 1.2.2 Words denoting any gender shall include all genders. 1.2.3 References to persons shall include firms corporations and other associations or bodies of persons whether or not incorporated and any government state or agency of a state whether or not any of the foregoing has any separate legal personality. 1.2.4 Any reference to a statute or statutory provision shall be construed as including a reference to any statutory modification consolidation or re-enactment (whether before or in the case of consolidation or re-enactment only after the date hereof) from time to time and shall include reference to any provision of
which it is a re-enactment (whether with or without modification) and any byelaws, statutory instruments, rules, regulations, orders, directions, consents and permissions made or given there under and any conditions attaching thereto. 1.2.5 Clause headings are for ease of reference only and shall not affect the construction or interpretation of this Agreement. 1.2.6 Any reference to Clauses, sub-clauses and paragraphs is to Clauses, subclauses and paragraphs of this Agreement. 2 FORCE MAJEURE 2.1 The Company shall have no right of action against the Partner / Affiliate under this Agreement should the Partner / Affiliate Web Site(s) become unavailable due to telecommunication or server failure, failure in part or in whole of the World Wide Web for whatever reason, or act of God. 2.2 The Partner / Affiliate shall have no right of action against the Company under this Agreement should the Company Web Site become unavailable due to telecommunication or server failure, failure in part or in whole of the World Wide Web for whatever reason, or act of God. 3 PAYMENTS BY COMPANY AND PRESENTATION OF RELEVANT INVOICES 3.1 The Company will pay the Partner / Affiliate the following commercial rates (3 months trial period) Cost per Application completed. The Partner / Affiliate will receive the commission payment relevant to the number of switch products achieved in a monthly period. TABLE A Commenceme nt Date Date of contract signed by both parties. Commission Online sales : 1) Home Energy Switch (Gas & Electricity) - 20 per dual fuel switch (90% of the switches are dual fuel) (Single switch home Gas - 8, Single switch home Electricity - 8) 2) Telephone, Broadband & TV - 15 per switch. Typical residential customer will earn you 35. (i.e Gas, Electricity and TB&T). 3) Business energy - 10% of the yearly contact value. (Business contact value varies from 1 to 5000, depends on the usage (consumption per annum.) Of the energy.)
Affiliate s Website(s) Partner s / Affiliate s website and any other website agreed from time to time between the Affiliate and RBH LONDON LTD. Initial Term 3 months (please see 4.1) RBH LONDON LTD s Website FreePriceCompare.com, or such other website as may be notified to the Affiliate from time to time. 3.2 An Insertion Order will be signed off and a test completed before the running of each campaign. 3.3 Payment will not be made to affiliate/partner if the lead is from a non-uk source, a duplicate, a hoax, contains invalid data (such as a false phone number or email address), if the customer is not aware of the switch (or not agreed to switch) or if it comes from an under 18 years old. 3.4 Partner / Affiliate MUST make sure that the client (or a customer) is aware of the switch and decision of switching to any supplier was made by the client (or a customer), Partner / Affiliate MUST NOT decide or force client to switch. It must be based on option to client (or a customer) as an additional service. 3.5 The Partner / Affiliate will invoice the Company for the total value of commissions due, against a Commission Statement provided by the Company. 3.6 The Company will pay the Partner / Affiliate on 14 days of receiving a commission invoice. 3.7 Commission payments will be made once the Partner / Affiliate has achieved a minimum accumulated commission level of 50-00. 4 TERM OF AGREEMENT 4.1 This Agreement shall subsist for a period of 3 months from the Commencement Date and shall continue thereafter unless terminated by either party giving the other not less than one months notice. 4.2 The Partner / Affiliate shall remove any links as requested by the Company within a twenty four business hours, unless specified otherwise.
4.3 The Agreement is valid but can alter or be cancelled due to supplier or regulatory rules with immediate effect. The Company will make best efforts to inform Partner of all such changes. 5 WAIVER AND REMEDIES 5.1 The failure to exercise or delay in exercising any right or remedy provided by this Agreement or law does not constitute a waiver of the right of remedy or a waiver of other rights or remedies. A waiver of a breach of any of the terms of this Agreement or of default under this Agreement does not constitute a waiver of any other breach or default and shall not affect other terms of this Agreement. A waiver of a breach of any of the terms of this Agreement or of a default under this Agreement will not prevent a party from subsequently requiring compliance with the waived objection. The rights and remedies provided by this Agreement are cumulative and (subject as otherwise provided in this Agreement) are not exclusive of any rights or remedies provided by law. 6 COSTS 6.1 Each party shall bear its own costs relating to the negotiation, preparation, execution and implementation by it of this Agreement and of each document referred to in it. 7 ENTIRE AGREEMENT 7.1 This Agreement and the documents referred to in it constitute the entire Agreement and understanding of the parties and supersede any previous Agreement between the parties relating to the subject matter of this Agreement. 7.2 The Partner or the Company shall acquire no rights following the termination of this Agreement to use any Intellectual Property rights including but not limited to registered or unregistered trade or domain names or any text, or images, banners or any other works created. 7.3 If at any time the Partner is unable to access the Affiliate Account or Services, it shall immediately notify the Company. The Company will use reasonable endeavours to resolve any such problem as soon as is practicable. 8 VARIATION 8.1 No variation of this Agreement shall be valid unless it is in writing and signed by and on behalf of each of the parties. 9 NOTICES
9.1 Any notice given under this Agreement shall be in writing and shall be served by delivering it personally or sending it by pre-paid recorded delivery or registered post or registered airmail in the case of an address for service outside the United Kingdom or fax to the address and for the attention of the relevant party. Any such notice shall be deemed to have been received: If delivered personally, at the time of delivery; In the case of pre-paid recorded delivery or registered post 48 hours from the date of posting; In the case of registered airmail, five days from the date of posting; and In the case of fax, at the time of receipt, evidenced by fax confirmation, in the time zone of the receiving location. Provided that if deemed receipt occurs before 9 a.m. on a business Day the notice shall be deemed to have been received at 9 a.m. on that day, and if deemed receipt occurs after 5 p.m. on a Business Day, or on a day which is not a Business Day, the notice shall be deemed to have been received at 9 a.m. on the next business Day. For the purpose of this Clause, Business Day means any day which is not a Saturday, a Sunday or a public holiday in the place at or to which the notice is left or sent. Partner full address As specified on the Affiliate form Company full address as above Or such other address or facsimile number as may be notified in writing from time to time by the relevant party to the other party. In providing such service it shall be sufficient to prove that the envelope containing such notice was addressed to the address of the relevant and delivered either to that address or into the custody of the postal authorities as a pre-paid recorded delivery, registered post or airmail letter, or if the notice was transmitted by fax, by producing the fax confirmation of such, in the time zone of the receiving location. 10 COUNTERPARTS
10.1 This Agreement may be executed in any number of counterparts each of which when executed and delivered shall be an original and all the counterparts together shall constitute one and the same instrument. 11 GOVERNING LAW AND JURISDICTION 11.1 This Agreement shall be governed by and construed in accordance with the Law of England. 11.2 Each party irrevocably agrees to submit to the exclusive jurisdiction of the Courts of England over any claim or matter arising under or in connection with this Agreement.