This agreement (“Agreement”) sets out the terms upon which the Company will provide marketing collateral and event sponsorship services (referred to in this Agreement as “the Marketing Services”) to the Provider.
In this Agreement the following terms shall have the meanings set out herein:
“the Company” – PRIMIS Mortgage Network
“the Expiry Date” – 31 January 2021
“Event” – any seminar, meeting, conference, workshop, roadshow or other social occasion specified on the Order Form, or any similar social occasion provided as a Marketing Service in addition to or replacement of the events set out therein
“Fees” – fees set out in the Order Form, which are payable by the Provider to the Company in relation to the Marketing Services or each of them
“Marketing Services” – marketing collateral and event sponsorship services as set out in the Order Form and as subsequently agreed by the Company in writing
“Order Form” – the document completed by the Provider and submitted to the Company to request Marketing Services
“the Provider” – the company or other legal entity whose details are set out in the Order Form
- Duties of each party
The Provider agrees:
1.1 that the submission of the Order Form to the Company constitutes an offer to contract and that as the services set out therein are subject to availability, no contract shall be formed until such time as the Company has accepted that offer;
1.2 unless the Provider specifically indicates otherwise on the Order Form, each item requested on the Order Form represents a separate offer, and the Company may accept or decline each offer separately without affecting any other offer set out therein;
1.3 the Marketing Services may be provided by the Company, any other company in the PRIMIS Mortgage Network or any third party, at the Company’s absolute discretion;
1.4 to pay the Fees to the Company, or any associated company of the Company as the Company may direct, within 30 days of the issue by the Company of the relevant invoice;
1.5 that it is the responsibility of the Provider to ensure that all information or material provided by the Provider to the Company, including that which is used by the Company in the provision of the Marketing Services, is true and accurate and compliant with all applicable laws, regulations and guidance in force or to be in force at the proposed date of publication. It is expressly acknowledged that the Company shall have the right to withdraw without penalty any material or information in connection with which the Company receives complaints or which the Company considers in its sole discretion to be illegal or inappropriate;
1.6 to respond to any requests for the approval of advertising or promotional materials as soon as reasonably possible having due regard to deadlines for publication to which the Company may be required to adhere;
1.7 that the Company shall have no liability to the Provider if deadlines for publication are not met where the failure is attributable to the Provider failing to comply with clause 1.6, and the Provider further agrees that all Fees shall remain due and payable in such circumstances;
1.8 to use all reasonable endeavours to ensure that any website to which the Company provides an electronic link or otherwise promotes through the provision of the Marketing Services is free at all material times from defects, viruses or corrupt data;
1.9 that it has satisfied itself that the Marketing Services are of a value equal to or greater than the Fees;
1.10 that no element of the Fees or the Marketing Services may be carried over to apply to any other period. If the Provider chooses not to proceed with any element of the Marketing Services it is expressly acknowledged that any element of the Fees attributed to such Marketing Services remains payable to the Company by the Provider;
1.11 to conduct itself and ensure that each of its representatives and delegates conducts himself in the manner of a reasonably polite and skilled professional when attending any Event; and
1.12 to refrain from and ensure that its representatives and delegates refrain from acting in any way which may prejudice the goodwill and/or reputation of the Company, including (without limitation) to refrain from:
1.12.1 making negative or disparaging comments concerning the Company on any public forum or whilst in attendance at any Event;
1.12.2 publicising, advertising or otherwise conveying approval of any competitor of the Company at any Event; and
1.12.3 acting in any unprofessional, disorderly or abusive manner whilst in attendance at any Event.
The Company agrees:
1.13 to provide the Marketing Services with reasonable skill and care, taking into account the reasonable suggestions and representations of the Provider;
1.14 to use reasonable endeavours to ensure satisfactory attendance of delegates at Events; and
1.15 that no advertising or promotional material will be publicised or released pursuant to this Agreement without the prior approval of the Provider.
- Postponement or Cancellation of Marketing Services
2.1 The Provider agrees that the Company has absolute discretion as to cancel or postpone any Marketing Service for any reason whatsoever.
2.2 In the event that any Marketing Service is postponed or cancelled:
2.2.1 the Company will use its best endeavours to give the Provider a minimum of 10 working days’ notice of the postponement or cancellation; and
2.2.2 the Company may (but is not obliged to) offer the Provider an alternative Marketing Service of equal or greater value (“the Substitute Marketing Service”), which the Provider may accept in lieu of the postponed Marketing Service or reject in its absolute discretion;
2.2.3 in the event that the Provider accepts the Substitute Marketing Service these terms and conditions shall apply to the Substitute Marketing Service;
2.2.4 where the Provider does not accept the Substitute Marketing Service, the Company shall refund any Fees paid in relation to the Marketing Service so cancelled.
2.3 Where any Marketing Service is postponed or cancelled, the Provider shall not be entitled to any damages or other payment from the Company, save as set out in this clause 2.
- Marketing Collateral and Advertisements
3.1 The Company will give the Provider reasonable notice of the deadline and method by which any proposed advertisement must be submitted. All proposed advertisements must be submitted by the Provider for the approval of the company prior to publication in accordance with such advised deadlines. If the Provider fails to comply with these the Company cannot guarantee inclusion of the proposed advertisement in the Provider’s chosen publication.
3.2 All proposed advertisements are subject to approval by the Company, and the Company shall be under no obligation to publish any proposed advertisement that it considers to be unsuitable. The Company undertakes to act reasonably when considering whether a proposed advertisement is suitable, and seek to discuss appropriate amendments with the Provider where time and resource permit this.
3.3 In the event that the Provider submits no or no suitable proposed advertisement by the advised deadline, the Company shall remain entitled to payment of the Fees in full.
4.1 Any cancellation by the Provider in relation to an Event, including (without limitation) attendance at or sponsorship of any Event, must be given in writing to the Company as soon as reasonably practicable. The Company incurs considerable costs prior to Events including marketing, promotion and administration expenses, so the following charges for cancellations will apply:
- a) 25% of total cost if cancelled up to 16 weeks prior to the event;
- b) 60% of total cost if cancelled between 16 and 8 weeks prior to the event;
- c) The full cost of the booking is payable for cancellations within 8 weeks of the event.
4.2 It is the Provider’s responsibility to engage professionally with delegates at events.
4.3 Standard exhibition sites for conferences are 1.5m width x 1.5m depth, unless otherwise stated. Exhibitors must provide their own materials and are responsible for setting up and dismantling any stand in accordance with set-up and breakdown times as advised by the Company.
4.4 Exhibition stands must be manned during all refreshment breaks and events scheduled in the exhibition area and under no circumstances must a stand be unmanned or dismantled until after the close of the conference.
4.5 In the event of any Event being postponed, abandoned or altered in any way, whether in whole or in part, the Company shall not be liable for any expenditure, damage or loss incurred by the Provider in relation to such postponement, abandonment or alteration, save as set out at clause 2 above.
4.6 The Company reserves the absolute right to make alterations to the event programme, venues and timings at any time.
4.7 The Provider acknowledges that the Company cannot guarantee delegate numbers and no discounts or refunds are available if delegate numbers do not reach the projected levels.
4.8 The Provider is responsible for arranging any insurance cover required in connection with its attendance at any Event, including in respect of postponement or abandonment of that event.
4.9 The Company does not accept liability for any loss or damage to personal property or any property of the Provider which is present at any Event.
4.10 The Provider is responsible for arranging any courier that it may require and the Company will not cover the cost of this. Where the Company facilitates the engagement or arrangement of a courier on the Provider’s behalf, the Provider shall reimburse the Company in full for any expenditure or other loss incurred in connection with such engagement or arrangement.
- Limitations of Liability
5.1 Subject to clause 5.2 the aggregate liability whatsoever of each of the Company under this Agreement (whether in contract, tort, breach of statutory duty, restitution or otherwise) for any loss howsoever caused will be limited to an amount equal to the aggregate Fees.
5.2 Neither the Company nor the Provider excludes or limits liability to the other for:
5.2.1 personal injury or death resulting from its negligence;
5.2.2 any matter which it would be illegal for the party to attempt to exclude or limit its liability; or
6.1 Subject to the remainder of this clause 6, this Agreement will automatically terminate on the Expiry Date.
6.2 Either party shall be entitled to terminate this Agreement with immediate effect upon service of written notice to the other party where:
6.2.1 the other party is in material breach of this Agreement (being a single event or series of events which are together a material breach) and either such breach is not capable of remedy or, if such breach is capable of remedy, the party in breach fails to remedy the breach within 10 business days of service of written notice specifying the breach and requiring it to be remedied;
6.2.2 the other party is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or is subject to any insolvency or winding up proceedings or processes;
6.2.3 the other party suffers a revocation or suspension of authorisation or permission from the FCA;
6.2.4 in the opinion of the party serving written notice, the other party engages in any conduct that may be prejudicial to the business of the serving party, which shall include loss of goodwill and reputation; or
6.2.5 the party serving written notice is required to do so by law or any regulatory authority.
- Effect of Termination
7.1 In the event that this Agreement is terminated, the Company:
7.1.1 may cease to provide the Marketing Services to the Provider;
7.1.2 may resell the Marketing Services;
7.1.3 may cancel all publications and advertisements relating to the Provider and pending at the date of termination;
7.1.4 may disable any link provided via the Company website to any products or services of the Provider; and
7.1.5 may destroy all stationery, marketing and promotional materials produced by the Company pursuant to this Agreement.
7.2 In the event that this Agreement is terminated, the Provider:
7.2.1 shall not be entitled to receive any rebate or refund of the Fees whether in whole or in part; and
7.2.2 (where payment of the Fees is being made in instalments) shall be obliged to pay to the Company the entirety of the Fees payable under the Marketing Plan.
7.3 The right to terminate this Agreement shall not prejudice any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.
7.4 All provisions of this Agreement which are (expressly or by implication) intended to have effect after termination shall to the extent required for such purpose survive any such termination.
8.1 Any notice under this Agreement will be in writing and will be delivered personally or sent by pre-paid first class post to the registered office of the recipient as shown at Companies House at the date of despatch.
8.2 Except where otherwise specified in this Agreement, a notice or other communication is deemed given:
8.2.1 if delivered personally, upon delivery at the address provided for in this clause (provided that if it is delivered personally or a day which is not a business day or after 4pm on a business day it will instead be deemed to have been made the next business day); or
8.2.2 if sent by pre-paid first class post, on the second business day after posting it.
8.3 Neither party shall assign or transfer any of its rights, benefits or obligations under this Agreement without the consent of the other Party, save that any member of the PRIMIS Mortgage Network may provide the Marketing Services or any part thereof.
8.4 Save for other companies forming part of the PRIMIS Mortgage Network, any person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement
8.5 The parties may rescind, vary, waive, release, assign, novate or otherwise dispose of all or any of their respective rights or obligations under this Agreement without the consent of any person who is not a party.
8.6 This Agreement and the documents referred to in it constitute the entire agreement between the parties and supersedes any previous agreement, understanding, undertaking or arrangement of any nature whatsoever between the parties relating to the subject matter of this Agreement.
8.7 The Provider acknowledges that it has not entered into this Agreement wholly or partly in reliance on any warranty, statement, promise, representation or misrepresentation made by or on behalf of the Company other than those set out in this Agreement. Nothing in this clause will exclude any liability which one party would otherwise have to the other in respect of any statements made fraudulently.
8.8 Any waiver of any breach or, any default under, any of the terms of this Agreement will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of this Agreement.
8.9 The rights and remedies expressly provided for by this Agreement are in addition to any rights and remedies provided for by law (except insofar as the rights and remedies provided for by law are expressly limited or excluded by this Agreement).
8.10 Any amendments to this Agreement must be in writing and acknowledged as agreed to by both Parties.
8.11 Nothing contained in this Agreement and no action taken by the parties pursuant to this Agreement will be deemed to constitute a relationship between the parties of partnership, joint venture, principal and agent or employer and employee.
8.12 This Agreement shall be governed by and construed in accordance with English law and the parties agree to the jurisdiction of the courts of England.