Supplier registration form

The introducer referred to in row 1 of the Particulars table above, agrees to introduce customers to you, subject to the terms and conditions of this agreement.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

1. Background
   1. The terms and conditions in this agreement shall apply to the provision by the named introducer (Rezigo) to you (You/Your) of the introduction, conduct as specified.
   2. Acceptance of this agreement indicates acceptance of these terms and conditions.
2. Interpretation
   1. The following definitions and rules of interpretation apply in this agreement:

      Agreed Purposes: the performance by each party of its obligations under this agreement.

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

      Commission: has the meaning given to it in clause 5.2.

      Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation.

      Customer: a customer who is party to a Relevant Contract.

      Dashboard: Your dashboard, which You can access once registered on the Platform.

      Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications)

      Introduction: the provision to You of the contact details of a Prospective Customer (if an individual), or an employee at a Prospective Customer (if a business), who knows one or more individuals at Rezigo and is of sufficient seniority to authorise or recommend the purchase of the Services from You.. Introduce, Introduces, and Introduced shall be interpreted accordingly.

      Introduction Date: for each Prospective Customer, the date during the term of this agreement on which Rezigo first Introduces such Prospective Customer to You.

      Introduction Period: for each Prospective Customer, the 12 months from the Introduction Date, irrespective of whether such period ends before or after the date of termination of this agreement.

      Net Income: the payments made to You for the Services under a Relevant Contract less any value added tax or other sales tax on them incurred by You in providing the Services and any discounts or rebates granted by You.

      Shared Personal Data: the personal data to be shared between the parties under this agreement.

      Standard Supply Terms: Your standard terms and conditions for the supply of Services, as amended from time to time.

      Platform:the Rezigo’s online “one-stop-shop” platform, through which Prospective Customers are referred to You in relation to their request for the Services.

      Permitted Recipients: the parties to this agreement, the employees of each party, and any third parties engaged to perform obligations in connection with this agreement.

      Processing Fees: any fees incurred by Rezigo: (a) on receiving payments for the Services by Customers via the Platform; and (b) on transferring the balance of such payments to You.

      Prospective Customer: a person resident or having its principal place of business in the Territory to whom You have not at any time previously provided the Services and with whom You have not been in bona fide negotiations to provide the Services in the six months before the Introduction Date.

      Relevant Contract: a contract for the supply of Services (incorporating Your Standard Supply Terms) entered into during the Introduction Period between You and a Prospective Customer who was Introduced by Rezigo.

      Services: the services provided by You together with any other services from time to time offered by You, including but not limited to:

      • removal and storage;
      • security systems;
      • waste and clearance;
      • electrical services;
      • plumbing services;
      • handyman services;
      • cleaning services;
      • conveyancing (legal services) and property buying services;
      • locksmith services;
      • general maintenance;
      • utilities services;
      • broadband services; or
      • television services,

      and which You, by express written notice to Rezigo, include within the scope of this agreement.

      Territory: the United Kingdom.

      UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.

   2. Headings. Clause and paragraph headings shall not affect the interpretation of this agreement.
   3. Person. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
   4. Company. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
   5. Holding company, subsidiary. A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in sections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of:
      • another person (or its nominee) by way of security or in connection with the taking of security; or
      • its nominee.
        For the purposes of determining whether a limited liability partnership is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be construed so that: (a) references in sections 1159(1)(a) and (c) to voting rights are to the members' rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.
   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.
   7. Gender. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
   8. Legislative references. A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.
   9. Legislative references and subordinate legislation. A reference to legislation or a legislative provision shall include all subordinate legislation made from time to time under that legislation or legislative provision.
   10. Writing. A reference to writing or written includes e-mail.
   11. "Including". Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
   12. Clauses. References to clauses are to the clauses of this agreement.
3. Appointment
   1. In return for You agreeing to pay the Commission, Rezigo shall:
      • always use reasonable endeavours to make Introductions of Prospective Customers in the Territory to You and act in good faith;
      • be authorised to collect payment for the supply of Services under the Relevant Contract, on behalf of You;
      • be authorised to list prices or rates for the Services on its website or other marketing material, as specified in the price lists provided from time to time by You to Rezigo for this purpose, subject to any discounts or deductions as You may allow;
      • be authorised to take any action that You may from time to time request to seek to collect the debts owing to You by Customers, or assist You in taking that action, but shall not take any action without Your prior instructions; and
      • be authorised to:
        • negotiate and sign or otherwise conclude all contracts for the supply of the Services on Your behalf, but only if You provide Your Standard Supply Terms or any other terms and conditions that You may at any time in specify in writing to Rezigo; and
        • where clause 3.1(e)(i) applies, shall, in the course of dealing with the Customers and Prospective Customers for the Services, bring to their notice the Standard Supply Terms, so as to incorporate them into each sale contract. However, where clause 3.1(e)(i) does not apply, You shall negotiate, sign and otherwise conclude contracts for the sale of the Services with the Customers or Prospective Customers through the Platform and bring to their notice the Standard Supply Terms so as to incorporate them into each sale contract.
4. Your obligations
   1. You must at all material times act in good faith towards Rezigo.
   2. You shall provide Rezigo at all material times with the information that Rezigo reasonably requires to perform its duties, including marketing information for and details of the Services, and information about You.
   3. You shall immediately notify Rezigo if at any time You suspend or cease to perform the Services.
   4. You shall give Rezigo 14 days’ notice of any changes in the prices of the Services or in the Standard Supply Terms.
   5. You shall give Rezigo at least one month’s written notice of its intention to extend the range of Services or discontinue any part of them.
5. Commission and payment
   1. Rezigo shall be entitled to the Commission if a Prospective Customer Introduced by it enters into a Relevant Contract.
   2. The amount of commission payable shall be in pounds sterling and at the rate of 20% of Your Net Income received under each Relevant Contract (as it may be renewed, extended or amended) during a period of 12 months from its commencement date, plus any applicable value added tax (VAT) (Commission). If Your Net Income is payable under any Relevant Contract in instalments, then the Commission shall be calculated on such instalments and payable to Rezigo.
   3. You shall promptly notify Rezigo in writing of, (a) the date You enter into a Relevant Contract, (b) the amount of the payments due for the Services under it, and (c) the dates on which payments for such Services are payable, no later than 3 Business Days after You enter into such Relevant Contract.
   4. Under each Relevant Contract, You shall instruct the Customer(s) to pay the amounts due for the Services using the payment methods provided on the Platform (as set out in row 5 of the Particulars table above). Rezigo shall then deduct the Commission and Processing Fees from those sums before transfer to You.
   5. You must promptly notify Rezigo if a Customer makes payment for the Services directly to You (including payments made in instalments). In that event Rezigo shall issue You its invoice on the Dashboard for the Commission payable. The Commission payable by You shall be due to Rezigo within 5 days from the date on which You received the corresponding payment for Services (notwithstanding Rezigo issuing You its invoice on the Dashboard in the interim). You can make payment of the Commission via the Dashboard, but if You encounter any problems You can pay by bank transfer to the account details set out in row 6 of the Particulars table above.
   6. If You fail to make any payment due to Rezigo under clause 5.5 by the due date, then, without limiting Rezigo’s remedies under clause 10, You shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank Plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount via the Dashboard, but if you encounter problems You can pay by bank transfer to the account details set out in row 6 of the Particulars table above.
   7. Subject to clause 5.4, for any sums collected by Rezigo in accordance with clause 3.1(b), it reserves the right to deduct any unpaid Commission from those sums before transfer to You.
6. Complaints
   1. You shall in the first instance deal promptly and efficiently with any complaint or dispute relating to the Services under a Relevant Contract that is raised by a Customer (Complaint), however if that Customer is dissatisfied with Your subsequent response, the Matter can be referred to Rezigo for resolution (and for that purpose, You shall promptly provide full details of the Matter to Rezigo).
7. Additional requirements
   1. You shall promptly provide the following information to Rezigo upon its request in writing:
      • complete and accurate details of all business insurance policies (including public liability insurance) maintained by or on behalf of You;
      • complete and accurate details of Your trade accreditations, including valid and subsisting accreditation certificates (Accreditations, each an Accreditation); and
      • any other documents that Rezigo, acting reasonably, may request (in writing) in relation to the Services.
8. Data Protection
   1. Each party acknowledges that one party (referred to in this clause as the Data Discloser) will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
   2. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.
   3. Each party shall ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes.
   4. Rezigo shall only use Shared Personal Data as set out in its Privacy Policy.
   5. Each party shall ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous that those imposed by this agreement.
   6. Each party shall ensure not to transfer any personal data received from the Data Discloser outside the UK unless the transferor ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data this is transferred or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.
   7. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation.
   8. Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.
9. Limitation of liability
   1. Nothing in this agreement shall limit or exclude the liability of either party for (1) death or personal injury caused by that party’s negligence, (2) fraud or fraudulent misrepresentation, (3) liability under the indemnity contained in clause 8.8, or (4) any other liability that cannot lawfully be excluded or limited.
   2. Subject to clause 9.1, neither party shall under any circumstances be liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for:
      • any loss of profit, sales, revenue or business;
      • loss of anticipated savings;
      • loss of or damage to goodwill;
      • loss of agreements or contracts;
      • loss of use or corruption of software, data or information;
      • any loss arising out of the lawful termination of this agreement or any decision not to renew its terms; or
      • any loss that is an indirect or secondary consequence of any act or omission of the party in question.
   3. The total liability of either party to the other in respect of all other loss or damage, arising under or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Commission for the entire term of this agreement.
   4. Rezigo accepts no liability, whether in contract, tort or otherwise, arising from or in connection with Your supply of Services to Customers under Relevant Contracts.
   5. Unless a party notifies the other party that it intends to make a claim in respect of an event within the notice period, the other party shall have no liability for that event. The notice period for an event shall start on the day on which the party wishing to make a claim became, or ought reasonably to have become, aware of its having grounds to make a claim in respect of the event and shall expire six months from that date. The notice must be in writing and must identify the event and the ground for the claim in reasonable detail.
10. Suspension from the Platform. Without affecting any other right or remedy available to it, Rezigo reserves the right to suspend You from the Platform if one of the following events occurs:
    1. You receive at least three Complaints from Customers;
    2. You abuse process through the Platform, including (but not limited to) failure to provide fee quotes on their Services when requested;
    3. You lose an Accreditation;
    4. You are not providing a service to Customers within Rezigo’s reasonable satisfaction; and
    5. You fail to pay any amount due to Rezigo under this agreement on the due date for payment and remain in default not less than 14 days after being notified to make such payment.
11. Termination
    1. Without affecting any other right or remedy available to it, either party to the agreement may terminate it with immediate effect by giving written notice to the other party if:
       • the other party commits a material breach of any term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
       • the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
       • the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
       • the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under this agreement has been placed in jeopardy.
    2. Without affecting any other right or remedy available to it, Rezigo may terminate this agreement with immediate effect by giving written notice to You if You fail to pay any amount that remains due after the 14-day period referred to in clause 10.5.
    3. On termination of this agreement for whatever reason:
       • You shall immediately pay to Rezigo all of Rezigo’s unpaid Commission, plus any applicable interest;
       • 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; and
       • termination of this agreement shall not affect any of the 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 this agreement which existed at or before the date of termination.
12. General
    1. Force majeure. Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.
    2. Compliance with laws. In performing its obligations under the agreement, You shall comply with all applicable laws, statutes and regulations from time to time in force, and with any conditions binding on You in any applicable licences, registrations, permits and approvals.
    3. Assignment and other dealings.
       • You shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without the Rezigo’s prior written consent.
       • Rezigo may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this agreement.
    4. Conflict. If there is an inconsistency between any of the provisions in the main body of this agreement, a Relevant Contract or the Standard Supply Terms, then the provisions in the main body of this agreement will prevail.
    5. Confidentiality.
       • Each party undertakes that it shall not at any time during this agreement disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.5.
       • Each party may disclose the other party's confidential information:
         • to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12.5; and
         • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
       • Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.
    6. Entire agreement.
       • This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
       • Each party acknowledges that in entering into this agreement it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
    7. Variation.
       • Rezigo reserves the right to change the terms of this agreement at any time:
         • to reflect changes in relevant laws and regulatory requirements;
         • to implement minor adjustments and improvements; and
         • more significant changes, including but not limited, to the amount and payment structure of the Commission and if Rezigo does so it will notify You,
           each time Rezigo makes an Introduction to You, You must check that You understand and agree to the terms that apply at that time.
       • If You wish to make a change to the terms of this agreement, please contact Rezigo. Rezigo will let You know if the change is possible. If it is possible, Rezigo will let You know about any details or anything else which would be necessary as a result of Your requested changes and ask You to confirm whether You wish to go ahead with the change.
    8. Waiver.
       • A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
       • A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    9. Severance. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or partprovision shall be deemed deleted. Any modification to or deletion of a provision or partprovision under this clause shall not affect the validity and enforceability of the rest of this agreement.
    10. Notices.
        • Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:
          • delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
          • sent by email.
        • Any notice or communication shall be deemed to have been received:
          • if delivered by hand, at the time the notice is left at the proper address;
          • if sent by pre-paid national postal mail or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
          • if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 12.10(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
        • This clause 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.
    11. Third party rights. This agreement does not give rise to any rights for a third party to enforce any term of this agreement.
    12. Governing law. This agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the laws of England and Wales.
    13. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.